Common use of Access to Information Clause in Contracts

Access to Information. (a) From the date of this Agreement until the Closing, upon reasonable notice, GPC shall use its reasonable best efforts to (i) afford RMT Parent and its authorized Representatives reasonable access to the offices, properties and books and records of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo 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 GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPC.

Access to Information. (a) From The Company shall, and shall --------------------- cause each of its Subsidiaries to, afford to Parent, and to Parent's accountants, counsel, financial advisors and other representatives, reasonable access and permit them to make such inspections as they may reasonably require during normal business hours during the period from the date of this Agreement through the Effective Time to all their respective properties, books, contracts, commitments and records (including the availability of an office at the Company's corporate headquarters where Parent's representatives may work on a day-to-day basis) and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state laws and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request; provided that no investigation pursuant to this Section 7.2 or otherwise will affect or be deemed to modify any of the representations and warranties made by the Company in this Agreement. In no event shall the Company be requested to supply to Parent, or to Parent's accountants, counsel, financial advisors or other representatives, any information relating to indications of interest from, or discussions with, any other potential acquirors of the Company which were received or conducted prior to the date hereof, except to the extent necessary for use in the Offer Documents, the Schedule 14D-9 and the Proxy Statement and/or the Information Statement. Except as required by law, Parent will hold, and will cause its affiliates, associates and representatives to hold, any nonpublic information in confidence until the Closing, upon reasonable notice, GPC such time as such information otherwise becomes publicly available and shall use its reasonable best efforts to (i) afford RMT Parent ensure that such affiliates, associates and its authorized Representatives reasonable access to the offices, properties and books and records of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent representatives do not disclose such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo 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 GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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, others without the prior written consent of GPCthe Company. In the event of termination of this Agreement for any reason, which consent may be withheld in Parent shall promptly return or destroy all nonpublic documents so obtained from the sole discretion Company or any of GPCits Subsidiaries and any copies made of such documents for Parent.

Access to Information. (a) From the date Agreement Date until the earlier of the Share Acceptance Time and the termination of this Agreement until Agreement, the ClosingCompany shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable notice, GPC to the properties, books and records of the Company and its Subsidiaries and, during such period, shall, and shall cause each of its Subsidiaries to, furnish promptly to such Representatives all information concerning the business, properties and personnel of the Company and its Subsidiaries in each case as may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company); provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to the Parent or the Purchaser if such disclosure would, in the reasonable judgment of the Company, (a) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party (provided that the Company shall use its reasonable best efforts to (i) afford RMT Parent and its authorized Representatives reasonable access to the offices, properties and books and records obtain waivers of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any such access restrictions) or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo Business, (yb) 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 GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any waive attorney-client or other legal privilege. Promptly after the Agreement Date, the Company shall provide to the Parent a copy of each Company financial advisor’s fairness opinion, a summary of the analysis underlying each fairness opinion and a copy of the relevant portions of each Company financial advisor’s presentation to the Company Board related thereto. That certain letter agreement, dated April 28, 2010, by and between the Company and the Parent (Bthe “Confidentiality Agreement”) contravene any Applicable Lawshall apply with respect to information furnished hereunder by the Company, fiduciary or other duty or any agreement or its Subsidiaries and the Company’s Representatives (C) result as defined in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (AConfidentiality Agreement), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPC.

Access to Information. (a) From Subject to applicable law, the date Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") reasonable access during normal business hours with reasonable notice throughout the period prior to the Effective Time to all of this Agreement until the Closingtheir respective properties, upon reasonable noticebooks, GPC contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall use its reasonable best efforts furnish promptly to one another (i) afford RMT Parent a copy of each report, schedule and its authorized Representatives reasonable access other document filed or received by any of them pursuant to the officesrequirements of federal or state securities laws or filed by any of them with the SEC in connection with the transactions contemplated by this Agreement, properties and books and records of the SpinCo Business and (ii) furnish to such other information concerning their respective businesses, properties and personnel as Parent or Subsidiary or the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof)Company, as RMT Parent the case may from time to time be, shall reasonably request; provided, however, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo Business, (y) all requests for access no investigation pursuant to this Section 7.04(a) 7.1 shall be amend or modify any representations or warranties made in writing herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall be directed use their reasonable best efforts to and coordinated with a person or persons designated by GPC in writing and (z) RMT cause the Parent shall notRepresentatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause its the Company Representatives not toto hold, contact any of in strict confidence all nonpublic documents and information furnished to Parent and Subsidiary or to the employeesCompany, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiariesas the case may be, in connection with the Contemplated Transactions, whether in person or transactions contemplated by telephone, mail, or other means of communication, without the specific prior written authorization of GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not except that (i) Parent, Subsidiary and the Company may disclose such information as may be required to provide any access or necessary in connection with seeking the Parent Required Statutory Approvals and Parent Stockholders' Approval, the Company Required Statutory Approvals and the Company Stockholders' Approval, and (ii) each of Parent, Subsidiary and the Company may disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access required by law or information pursuant judicial or administrative order to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPCdisclose.

Access to Information. (a) From During the Pre-Closing Period, the Company shall, and shall cause each of its Subsidiaries to, and the Company and its Subsidiaries shall use their reasonable best efforts to cause its and their respective Representatives to afford Parent, Buyer and their Representatives reasonable access on reasonable advance notice and in a manner not unreasonably disruptive to the operations of the business of the Company and its Subsidiaries, during normal business hours, to the officers, senior employees, Representatives, auditors, properties, offices and other facilities and the books and records of the Company and its Subsidiaries, and shall use reasonable best efforts to promptly furnish or cause to be furnished to Parent, Buyer and their Representatives copies (including in electronic form) of books, records and other financial, operating and other data and information as Parent, Buyer or their Representatives may reasonably request in writing; provided, that such access shall not permit Parent, Buyer and their Representatives to conduct any invasive environmental testing or sampling at any of the properties, offices and other facilities of the Company and its Subsidiaries. Notwithstanding the foregoing, the Company and its Subsidiaries shall not be obligated to disclose any information (i) if providing such access or disclosing such information would cause significant competitive harm to the Company or its Subsidiaries if the Transactions are not consummated, (ii) 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 until or (iii) that would, in the Closingreasonable judgment of the Company, upon reasonable noticeresult in the loss of attorney-client privilege with respect to such information or would constitute a waiver of any other privilege or trade secret protection held by the Company or any of its Subsidiaries; provided, GPC that the Company shall use its reasonable best efforts (A) to (i) afford RMT Parent and its authorized Representatives reasonable access to the offices, properties and books and records of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any allow for such access or furnishing disclosure in a manner that does not result in a loss of attorney-client privilege or waiver of any other privilege or trade secret protection or violation of any such applicable Law or binding agreement or (B) to develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent, Buyer and the Company. The Company shall advise Parent and Buyer in such circumstances that it is unable to comply with Parent’s and Buyer’s reasonable requests for information pursuant to the immediately preceding sentence, and the Company shall reasonably describe the reasons why such information is being withheld. The Company shall be conducted entitled to have Representatives present at RMT all times during any inspection by Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo Business, (y) all requests for access Buyer or their Representatives pursuant to this Section 7.04(a) 5.02(a). No notice, access, review or investigation pursuant to this Section 5.02 or information provided, made available or delivered to Parent, Buyer or their Representatives pursuant to this Section 5.02 or otherwise shall be made in writing and shall be directed to and coordinated with a person affect any representations or persons designated by GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any warranties of the employees, customers, distributors Company or suppliers conditions or rights of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPC. Notwithstanding anything to the contrary Buyer contained in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in . No investigation after the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) date of this Section 7.04(a) and thereafter RMT Parent and GPC Agreement shall use their respective commercially reasonable efforts affect or be deemed to cause such access modify or information, as applicable, to be provided, supplement any representation or warranty made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to by the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPCCompany herein.

Access to Information. (a) From Subject to applicable Law, including Antitrust Law, during the period from the date of this Agreement until the Closingearlier of the Effective Time and the termination of this Agreement, upon reasonable noticeParent will be entitled, GPC shall use through its reasonable best efforts employees and Representatives, to (i) afford RMT Parent and its authorized Representatives reasonable have such access to the officesassets, properties properties, business, operations, personnel and books and records Representatives of the SpinCo Business Company and (ii) furnish each Company Subsidiary as is reasonably necessary in connection with Parent’s investigation of the Company with respect to the authorized Representatives of RMT Parent transactions contemplated hereby. Any such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall investigation and examination will be conducted at RMT Parent’s expense, during normal business hourshours upon reasonable advance notice, at Parent’s expense and under the supervision of GPC’s appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operations operation of the SpinCo 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 GPC in writing and (z) RMT Parent shall notbusiness of the Company, and shall will be subject to the Company’s reasonable security measures and insurance requirements, except as may otherwise be required or restricted by Law, so as to limit disruption to or impairment of the Company’s business, and the Company will cooperate fully therein. No investigation by Parent will diminish or obviate any of the representations, warranties, covenants or agreements of the Company contained in this Agreement. The Company will furnish the Representatives of Parent during such period with all such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and cause its Representatives not to, contact any to cooperate fully with such representatives of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, in connection with such investigation. Nothing herein will require the Contemplated Transactions, whether in person or by telephone, mail, or other means of communication, without the specific prior written authorization of GPC. Notwithstanding anything Company to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected would, in its reasonable discretion and after notice to Parent (Ai) jeopardize, or result in a loss or waiver of, jeopardize any attorney-client or other legal privilegeprivilege (so long as the Company has reasonably cooperated with Parent to disclose such information on a basis that does not waive such privilege with respect thereto), (Bii) contravene any Applicable applicable Law (so long as the Company has used reasonable best efforts to provide such information in a way that does not contravene applicable Law, fiduciary or other duty or any agreement ) or (Ciii) result in the loss of protection disclosure of any proprietary Trade Secrets of third parties; provided, that information or trade secrets will be disclosed subject to execution of any GPC Entity; provided that GPC shall give notice a joint defense agreement in customary form, and disclosure may be limited to RMT Parent external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the fact that it is withholding such access or information disclosed pursuant to clauses (A), (B) or (C) of this Section 7.04(a) 6.2, Parent will comply with, and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts will instruct Parent’s Representatives to cause such access or informationcomply with, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT Parent nor any all of its Representatives shall be allowed to sample or analyze any soil or groundwater or other environmental media, or any building material, without obligations under the prior written consent of GPC, which consent may be withheld in the sole discretion of GPCConfidentiality Agreement.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement until the Closingpursuant to its terms, upon reasonable notice, GPC the Company shall use its reasonable best efforts to (i) afford RMT give Parent and its authorized Representatives reasonable access during normal business hours to the offices, properties and properties, books and records of the SpinCo Business such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the authorized Representatives of RMT the Company and its Subsidiaries to reasonably cooperate with Parent such additional available information regarding in its investigation of the SpinCo Business (or copies thereof)Company and its Subsidiaries; provided that, as RMT Parent may from time to time reasonably request; provided, that (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such access information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or furnishing more joint defense or community of information interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to interfere unreasonably interfere with the normal operations conduct of the SpinCo Business, (y) all requests for access business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 7.04(a) 8.06 or any other provision of this Agreement shall be made in writing subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and shall be directed to and coordinated with a person or persons designated by GPC in writing and the Company (z) RMT Parent shall notthe “Confidentiality Agreement”), and shall cause its Representatives not to, contact any each party hereto will comply with the terms of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, in connection with the Contemplated TransactionsConfidentiality Agreement, whether in person or by telephone, mail, or other means of communication, without the specific prior written authorization of GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPCparty thereto.

Access to Information. (a) From the date of this Agreement until the ClosingSubject to applicable Law, upon reasonable notice, GPC the Company shall use (and shall cause its reasonable best efforts to Subsidiaries to) afford (i) afford RMT Parent the Lead Investors and its authorized their Representatives reasonable access to the offices, properties and books and records of the SpinCo Business and (ii) furnish the Ad Hoc Counsel and any Co-Investors and/or their Representatives that sign a customary confidentiality agreement with the Company on terms reasonably acceptable to the authorized Representatives of RMT Parent Company and such additional available information regarding the SpinCo Business (or copies thereof)party, as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expensereasonable access, during normal business hours, under the supervision of GPC’s personnel hours and in such a manner as not to unreasonably interfere without unreasonable disruption or interference with the normal operations Company’s and its Subsidiaries’ business or operations, throughout the Pre-Closing Period, to the Company’s and its Subsidiaries’ senior managers, properties, books, contracts and records and, during the Pre-Closing Period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to such parties all information concerning the Company’s and its Subsidiaries’ business, properties and personnel as may reasonably be requested by any such party, provided, that the foregoing shall not require the Company (a) to permit any inspection, or to disclose any information, that in the reasonable judgment of the SpinCo BusinessCompany would cause the Company to violate any of its obligations with respect to confidentiality to a third party if the Company shall have used its commercially reasonable efforts to obtain, but failed to obtain, the consent of such third party to such inspection or disclosure, (yb) all to disclose any legally privileged information of the Company or any of its Subsidiaries or (c) to violate any Laws; provided, further, that the Company shall deliver to the Lead Investors, the Ad Hoc Counsel and any Co-Investors and/or their Representatives that sign a customary confidentiality agreement with the Company on terms reasonably acceptable to the Company and such party, a schedule setting forth a description of any information not provided to the Lead Investors, the Ad Hoc Counsel, any Co-Investors and their Representatives that sign a customary confidentiality agreement with the Company pursuant to clauses (a) through (c) above (in the case of clause (a), to the extent not prohibited from doing so). All requests for information and access made pursuant to this Section 7.04(a) shall be made in writing and 7.10 shall be directed to and coordinated with a an executive officer of the Company or such person or persons as may be designated by GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact the Company’s executive officers. All information acquired by any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent Investor or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT Parent nor any of its Representatives 7.10 shall be allowed subject to sample or analyze any soil or groundwater or other environmental media, or any building material, without confidentiality agreement between the prior written consent of GPC, which consent may be withheld in the sole discretion of GPCCompany and such Investor.

Access to Information. (a) From the date of this Agreement hereof until the ClosingClosing Date, upon reasonable notice, GPC shall use its reasonable best efforts to Seller and the Selling Subsidiaries will (i) afford RMT Parent give, and will cause the Sold Entities to give, Buyer and its authorized Representatives reasonable access to the offices, properties and properties, books and records (including Contracts) of the SpinCo Business Sold Entities and to the books and records and employees of Seller and its Affiliates relating to the Sold Entities, (ii) furnish furnish, and will cause the Sold Entities to furnish, to Buyer and its Representatives such financial and operating data and other information relating to the authorized Representatives Sold Entities as such Persons may reasonably request and (iii) instruct designated employees, counsel and financial advisors of RMT Parent such additional available information regarding Seller, the SpinCo Business Sold Entities and Seller’s other Affiliates to cooperate with Buyer in its investigation of the Sold Entities. Any investigation pursuant to this Section 5.02 shall (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (xi) any such access or furnishing of information shall be conducted at RMT Parent’s expensein such manner as not to interfere unreasonably with the conduct of the business of Seller and the Sold Entities and, during normal business hoursto the extent so requested by Seller, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations Representative of the SpinCo 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 GPC in writing Seller and (zii) RMT Parent shall notnot be conducted without prior notice to, and approval of, Seller. Notwithstanding the foregoing, Buyer shall cause its Representatives not to(x) have access to personnel records of Seller or the Sold Entities relating to individual performance or evaluation records, contact any medical histories or other information which in Seller’s good faith opinion is sensitive or the disclosure of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent which could subject Seller or any of its Subsidiaries, subsidiaries or Affiliates to risk of liability (unless such information is sufficiently redacted 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 GPC. Notwithstanding anything order to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if allow such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (Bdisclosure) or (Cy) conduct any invasive sampling or testing of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or informationany soil, as applicablesurface water, to be providedgroundwater, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT Parent nor any of its Representatives shall be allowed to sample or analyze any soil or groundwater building materials or other environmental media, or any building material, media without the prior written consent of GPC, which consent may be withheld in the sole discretion of GPCSeller.

Access to Information. (a) From the date Effective Date until the Closing (or the earlier termination of this Agreement until the Closingpursuant to Article X), upon reasonable notice, GPC shall use its reasonable best efforts to Sellers (iin their discretion) afford RMT Parent will provide Buyer and its authorized Representatives Advisors with reasonable access and upon reasonable advance notice and during regular business hours to the offices, properties and books and records of the SpinCo Business Sellers, in order for Buyer and (ii) furnish its authorized Advisors to the authorized Representatives of RMT Parent access such additional available information regarding the SpinCo Business Acquired Assets and the Assumed Liabilities as is reasonably necessary in order to consummate the transactions contemplated by this Agreement (or copies thereofincluding for integration purposes), as RMT Parent may from time to time reasonably request; provided, provided that (xi) any such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as does not to unreasonably interfere with the normal operations of the SpinCo Businessany Seller, (yii) such access will occur in such a manner as Sellers reasonably determine to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement, (iii) all requests for access pursuant to this Section 7.04(a) shall be made in writing and shall will be directed to and coordinated with a person Lazard or persons designated by GPC such other Person(s) as Sellers may designate in writing from time to time and (ziv) RMT Parent shall not, and shall cause its Representatives not nothing herein will require Sellers to provide access to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives to, Buyer if such access or disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, would cause significant competitive harm to any attorney-client or other legal privilegeSeller if the transactions contemplated by this Agreement are not consummated, (B) contravene would require any Applicable LawSeller to disclose any financial or proprietary information of or regarding the Affiliates of any Seller or otherwise disclose information regarding the Affiliates of any Seller that such Seller deems to be commercially sensitive, fiduciary or other duty or any agreement or (C) result would waive any legal privilege or (D) would be in the loss violation of protection of any proprietary information or trade secrets of any GPC Entityapplicable Laws; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC Sellers shall use their respective commercially reasonable best efforts to cause such access or information, as applicableprovide the Buyer, to be providedthe extent possible, or made available, with access to the relevant information in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to violate the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPCforegoing clauses (A) through (D).

Access to Information. During the Interim Period, DLQ Parent, the Company, and Parent shall each, use its commercially reasonable efforts to, (a) From the date of this Agreement until the Closing, upon reasonable noticeprior written notice and during regular business hours, GPC shall use continue to give the other party, its reasonable best efforts to (i) afford RMT Parent legal counsel and its authorized other Representatives reasonable access to the offices, properties and books Books and records of the SpinCo Business and Records, (iib) furnish to the authorized other party, its legal counsel and its other Representatives such information relating to the business of RMT the Company Group and Parent as such additional available information regarding Persons may reasonably request and (c) cause its employees, legal counsel, accountants and other Representatives to reasonably cooperate with the SpinCo other party in its investigation of the Business (in the case of the Company Group) or copies thereofthe business of Parent (in the case of Parent), as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information investigation pursuant to this Section 6.3 shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to interfere unreasonably interfere with the normal operations conduct of the SpinCo 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 GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any Business of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPCCompany Group. Notwithstanding anything to the contrary expressed or implied in this Agreement, GPC neither party shall not be required to provide any the access described above or disclose any information to RMT Parent or its Representatives the other party if doing so is, in such disclosure could party’s reasonable judgement, reasonably be expected likely to (Ai) jeopardize, or result in a loss or waiver of, any of attorney-client or other legal privilege, work product doctrine or similar privilege or (Bii) contravene violate any Applicable Law, fiduciary contract to which it is a party or other duty to which it is subject or any agreement or (C) result in applicable Law. Notwithstanding anything herein to the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding contrary, no such access or examination shall be permitted to the extent that it would require the Company Group to disclose (a) due diligence questions, lists or investigations conducted by others, names, bids, letters of intent, expressions of interest, or other proposals received from others in connection with the transactions contemplated hereby or otherwise information pursuant and analyses relating to clauses (A)such communications, (Bb) information related to the analysis of the transactions contemplated hereby by DLQ Parent or any member of the Company Group, (Cc) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access any document or information, as applicable, information prohibited to be providedshared by Law until such time as such documents are not prohibited to be shared, or made availableand (d) the Company and DLQ Parent must approve, in a manner that would not reasonably its sole discretion, and an officer of the Company and DLQ Parent must be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result present and included in any loss communications with customers or employees of the Company. Parent agrees to abide by the confidentiality terms of the Confidentiality Agreement and will treat such protection of proprietary information. Notwithstanding anything to information as Confidential Information under the contrary in this Confidentiality Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPC.

Access to Information. (a) From the date of this Agreement until the ClosingThe Company shall afford to Newco, upon reasonable notice, GPC shall use its reasonable best efforts to (i) afford RMT Parent Purchaser and REG and its authorized Representatives and their accountants, counsel, financial advisors, environmental consultants and other representatives, and to prospective lenders, placement agents and other financing sources and each of their respective representatives, reasonable access to the offices, properties and books and records of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expenseaccess, during normal business hourshours upon reasonable notice throughout the period prior to the Closing, under to their respective properties and facilities (including all real property and the supervision of GPC’s personnel buildings, structures, fixtures, appurtenances and improvements erected, attached or located thereon), Books and Records, financial information (including working papers and data in such a manner as not to unreasonably interfere with the normal operations possession of the SpinCo BusinessCompany or its independent public accountants, (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 GPC in writing and (z) RMT Parent shall notinternal audit reports, and “management letters” from such accountants with respect to the Company’s systems of internal control), Contracts, commitments and records and, during such period, shall cause furnish promptly such information concerning its Representatives not tobusinesses, contact any properties and personnel of the employeesCompany as Newco, customers, distributors Purchaser or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, REG shall reasonably request in connection with the Contemplated Transactionstransactions contemplated herein, whether including preparation of the Form S-4; provided, however, such investigation shall not unreasonably disrupt the Company’s operations. Similarly, Newco, Purchaser and REG shall afford to the Company and its and their accountants, counsel, financial advisors, environmental consultants and other representatives reasonable access, during normal business hours upon reasonable notice throughout the period prior to Closing, to their respective properties and facilities, Books and Records, financial information, Contracts, commitments and records and, during such period, shall furnish promptly such information concerning its businesses, properties and personnel of Newco, Purchaser and REG as the Company shall reasonably request in person connection with the transactions contemplated herein; provided, however, such investigation shall not unreasonably disrupt the operations of Newco, Purchaser or by telephoneREG. Prior to the Closing, maileach party hereto shall generally keep the other parties informed as to all material matters involving the operations and businesses of each other. The Company shall authorize and direct the appropriate directors, managers, officers and employees of the Company to discuss matters involving the operations and business of the Company with representatives of Newco, Purchaser and REG and their prospective lenders or placement agents and other financial sources. Newco, Purchaser and REG shall authorize and direct the appropriate directors, managers, officers and employees of Newco, Purchaser and REG to discuss matters involving the operations and business of Newco, Purchaser and REG with representatives of the Company and its prospective lenders or placement agents and other financial sources. All nonpublic information provided to, or other means obtained by, any party hereto in connection with the transactions contemplated hereby shall be “Confidential Information” for purposes of communicationthe Confidentiality Agreement dated June _____ , without 2008 by and among REG and the specific prior written authorization of GPCCompany and the Addendum to Confidentiality Agreement dated December 8, 2008 by and among REG and the Company (collectively the “Confidentiality Agreement”), which Confidentiality Agreement shall survive the Closing pursuant to the terms thereof; provided that Newco and the Company may disclose such information as may be necessary in connection with seeking necessary consents and approvals as contemplated hereby and in connection with the Financing. Notwithstanding anything to the contrary in this Agreementforegoing, GPC the Company shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) would contravene any Applicable Law, fiduciary or other duty applicable Law or any agreement or Contract which may restrict the Company’s disclosure. Newco, Purchaser and REG shall arrange with the parties to the Common Plan Agreements (Cother than REG) result in to provide the loss of protection of any proprietary Company access to information or trade secrets of any GPC Entity; regarding such parties on terms substantially similar to those relating to the Company’s access to information regarding Newco, Purchaser and REG provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of by this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPC6.1.

Access to Information. (a) From the date of this Agreement until the Closing, upon reasonable notice, GPC shall use its reasonable best efforts Subject to (i) afford RMT Parent currently existing contractual and its authorized Representatives reasonable access legal restrictions applicable to the offices, properties and books and records of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo 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 GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent Company or any of its Subsidiaries, the Company shall, and shall cause each of its Subsidiaries to, afford to the Parent and its Subsidiaries and each of their accountants, counsel, financial advisors and other representatives of Parent reasonable access, and permit them to make such inspections as they may reasonably require of, during the period from the date of this Agreement through the Effective Time, all of their respective properties, books, contracts, commitments and records (including engineering records and Tax Returns and the 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 (i) furnish promptly to Parent a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws, (ii) consistent with its legal obligations, furnish promptly to Parent all other information concerning its business, properties and personnel as Parent may reasonably request, (iii) promptly make available to Parent all personnel of the Company and its Subsidiaries knowledgeable about matters relevant to such inspections as reasonably requested by Parent and (iv) provide reasonable access to the Company's facilities and operations to enable Parent to conduct a health and safety review of the business, including the right to take samples. No investigation pursuant to this Section 5.3 shall affect any representation or warranty in connection this Agreement of any party hereto or any condition to the obligations of the parties hereto. All information obtained by Parent pursuant to this Section 5.3 shall be kept confidential in accordance with the Contemplated Transactions, whether in person or by telephone, mail, or other means of communication, without the specific prior written authorization of GPC. Notwithstanding anything to the contrary in this Confidentiality Agreement, GPC shall not be required to provide any access or disclose any information to RMT dated May 24, 2000 between Parent or its Representatives if such disclosure could reasonably be expected to and the Company (Athe "CONFIDENTIALITY AGREEMENT") jeopardizeand Parent and Company hereby agree that Paragraphs 7, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent 8 and 9 of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT Parent nor any of its Representatives Confidentiality Agreement shall be allowed to sample or analyze any soil or groundwater or other environmental media, or any building material, without the prior written consent terminated and of GPC, which consent may be withheld in the sole discretion of GPCno further effect.

Access to Information. (a) From During the period beginning on the date of this Agreement until and ending on the Closingearlier to occur of the Effective Time or the termination of this Agreement pursuant to its terms, upon the Company shall afford Parent and Parent’s Representatives reasonable noticeaccess during reasonable hours to its properties, GPC books, records and personnel to obtain all information concerning its business, including the status of product development efforts, properties, results of operations and personnel, as Parent may reasonably request. Parent shall use afford the Company and the Company’s Representatives reasonable access during reasonable hours to such information as the Company may reasonably request during the period prior to the Effective Time in connection with events arising after the date of this Agreement, to the extent such information (i) is reasonably necessary to confirm whether there has been any inaccuracy in or breach of Parent’s representations and warranties contained herein, or failure by Parent to perform any of Parent’s covenants or agreements contained herein, in each case, which would be material to Parent or (ii) otherwise relates to any material development in Parent’s business which could reasonably be expected to lead to a Material Adverse Effect on Parent. Parent and the Company shall hold all information received pursuant to this Section 5.4(b) confidential in accordance with the terms of the Confidentiality Agreement. Notwithstanding the foregoing, this Section 5.4(b) shall not require any of Parent, the Company or any their respective Subsidiaries to permit any inspection, or to disclose any information, that would result in (i) the waiver of any applicable attorney-client privilege; provided that such Person shall have used its reasonable best efforts to (i) afford RMT Parent and its authorized Representatives reasonable access to the offices, properties and books and records of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent allow such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo 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 GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access inspection or disclose any such information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such result in a waiver of attorney-client privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in (ii) the violation of any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPCLegal Requirements promulgated by a Governmental Entity.

Access to Information. (a) From The Company shall (and shall cause each of its Subsidiaries to) afford to directors, officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of Parent reasonable access, in a manner not unreasonably disruptive to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable notice throughout the period prior to the Effective Time, to the properties, books and records of the Company and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information concerning the business, properties and personnel of the Company and its Subsidiaries in each case as may reasonably be requested for reasonable purposes related to the consummation of the transactions contemplated by this Agreement; provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to Parent or Sub if such disclosure would, in the reasonable judgment of the Company, be expected to (i) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party as of the date of this Agreement until (as long as the Closing, upon Company has used all commercially reasonable notice, GPC shall use its reasonable best efforts to (i) afford RMT Parent and its authorized Representatives reasonable access obtain the consent of the other party to the officesagreement), properties and books and records of the SpinCo Business and or (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such constitute a manner as not to unreasonably interfere with the normal operations waiver of the SpinCo Businessattorney-client, (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 work product doctrine or persons designated other legal privilege held by GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent Company or any of its Subsidiaries; provided further, in connection with the Contemplated Transactionshowever, whether in person or by telephone, mail, or other means of communication, without the specific prior written authorization of GPC. Notwithstanding anything to the contrary in this Agreement, GPC that nothing herein shall not be required to provide any access or disclose any information to RMT authorize Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardizeundertake any invasive additional diligence investigation after the date of this Agreement, including investigations or result in a loss sampling at any property owned, operated or waiver ofleased by the Company or its Subsidiaries without the prior written consent of the Company. Without limiting the foregoing, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary event that the Company does not provide access or information or trade secrets of any GPC Entity; provided that GPC in reliance on the immediately preceding sentence, it shall give provide notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially all reasonable efforts to cause such access or information, as applicable, to be provided, or made available, communicate the applicable information in a manner way that would not reasonably be expected to jeopardize violate the applicable Law, Contract or obligation or risk waiver of such privilege. The Confidentiality Agreement shall apply with respect to information furnished hereunder by or on behalf of the Company, contravene such Applicable Law, fiduciary its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement). The Company agrees that the Confidentiality Agreement is hereby amended to permit the inclusion of all actual or other duty prospective sources of debt financing (including convertible or agreement, or result in any loss equity-linked debt) (and representatives of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld financing sources) in the sole discretion of GPCterm “Representative” as such term is defined therein.

Access to Information. (a) From Subject to Applicable Law, from the date of this Agreement hereof until the ClosingEffective Time and subject to the Confidentiality Agreement dated June 24, 2009 between the Company and Parent (as supplemented on August 2, 2009, the “Confidentiality Agreement”), the Company and Parent shall and shall cause each of its respective Subsidiaries to , upon reasonable notice, GPC shall use (a) give to the other party, its reasonable best efforts to (i) afford RMT Parent counsel, financial advisors, auditors and its other authorized Representatives representatives reasonable access to the offices, properties and properties, books and records of the SpinCo Business and such party, (iib) furnish to the other party, its counsel, financial advisors, auditors and other authorized Representatives representatives such financial and operating data and other information as such Persons may reasonably request and (c) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to reasonably cooperate with the other party in its investigation; provided that the foregoing shall not require the Company or Parent (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of RMT Parent such additional available information regarding the SpinCo Business (Company or copies thereof)Parent, as RMT Parent the case may from time be, would result in the disclosure of any Trade Secrets of Third Parties or violate any of its obligations with respect to time reasonably request; providedconfidentiality if the Company or Parent, that as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure or (xii) to disclose any such access or furnishing of privileged information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo BusinessCompany or Parent, (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 GPC in writing and (z) RMT Parent shall notas the case may be, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, ; provided further that 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 GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT each case Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or informationCompany, as applicable, shall notify the other of any such non-disclosure and cooperate in making alternate arrangements. The parties shall use reasonable efforts to coordinate all requests for information through designated representatives. Any investigation pursuant to this Section shall be provided, conducted in such manner as not to interfere unreasonably with the conduct of the business of the other party. No information or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result knowledge obtained in any loss of such protection of proprietary information. Notwithstanding anything investigation pursuant to the contrary in this Agreement, neither RMT Parent nor Section shall affect or be deemed to modify any of its Representatives shall be allowed to sample representation or analyze warranty made by any soil or groundwater or other environmental media, or any building material, without the prior written consent of GPC, which consent may be withheld in the sole discretion of GPCparty hereunder.

Access to Information. (a) From Subject to applicable Law, the date of this Agreement until the ClosingCompany will provide and will cause its Subsidiaries and its and their respective Representatives to provide Parent and Merger Sub and their respective authorized Representatives, during normal business hours and upon reasonable noticeadvance notice (i) such access to the offices, GPC properties, books and records of the Company and such Subsidiaries (so long as such access does not unreasonably interfere with the operations of the Company) as Parent or Merger Sub reasonably may request and (ii) all documents that Parent or Merger Sub reasonably may request. Notwithstanding the foregoing, Parent, Merger Sub and their Representatives shall not have access to any books, records, documents and other information (i) to the extent that books, records, documents or other information is subject to the terms of a confidentiality agreement with a third party (provided that the Company shall use its reasonable best efforts to (i) afford RMT Parent and its authorized Representatives obtain waivers under such agreements or implement requisite procedures to enable reasonable access to the officeswithout violating such agreement), properties and books and records of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding extent that the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo 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 GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) thereof would result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; attorney-client privilege, (iii) to the extent required by applicable Law (provided that GPC the Company shall give notice use its reasonable best efforts to RMT Parent enable the provision of the fact that it is withholding reasonable access without violating such access or information pursuant to clauses (A), (Blaw) or (Civ) to the extent relating to pricing or other matters that are highly sensitive if the exchange of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access books, records, documents or informationother information (or portions thereof), as applicablereasonably determined by the Company’s counsel, would be reasonably likely to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to antitrust difficulties for the contrary in this Agreement, neither RMT Parent nor Company (or any of its Representatives Affiliates). The parties will make appropriate substitute arrangements under circumstances in which the restrictions of the preceding sentence apply. All information exchanged pursuant to this Section 7.3(a) shall be allowed subject to sample or analyze any soil or groundwater or other environmental mediathe Confidentiality Agreements and the confidentiality agreement dated February 5, or any building material2006, without among WLG, SK and HBK and the prior written consent of GPC, which consent may be withheld in the sole discretion of GPCCompany.

Access to Information. (a) From Subject to Antitrust Laws, the date of this Agreement until the Closing, upon reasonable notice, GPC Company shall use its reasonable best efforts afford to (i) afford RMT Parent and its authorized Representatives reasonable access access, at reasonable times upon reasonable prior notice, to the officesofficers, properties employees, properties, offices and books and records other facilities of the SpinCo Business Company and its Subsidiaries and to their books, records, contracts and documents and shall furnish reasonably promptly to Parent and its Representatives such information concerning the Company’s and its Subsidiaries’ business (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereofincluding financial, operating and other data), properties, assets, contracts, records and personnel as RMT Parent may be reasonably requested, from time to time reasonably request; providedtime, that (x) by or on behalf of Parent. Each of Parent and its Representatives shall conduct any such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and activities in such a manner as not to interfere unreasonably interfere with the normal business or operations of the SpinCo BusinessCompany or its Subsidiaries or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Company and its Subsidiaries of their normal duties. With respect to any person, (y) all requests for access pursuant to “Representatives” shall mean, collectively, such person’s officers, directors, employees, accountants, consultants, agents, legal counsel, financial advisors and other representatives. Notwithstanding the foregoing provisions of this Section 7.04(a) 5.2, the Company shall not be made in writing and shall be directed to and coordinated with a person or persons designated by GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not required to, contact or to cause any of the employeesits Subsidiaries to, customers, distributors grant access or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT furnish information to Parent or any of its Subsidiaries, 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 GPC. Notwithstanding anything Representatives to the contrary in this Agreement, GPC shall not be required extent that such information is subject to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any an attorney-/client or other legal privilege, (B) contravene any Applicable Law, fiduciary attorney work product privilege or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or the furnishing of such information pursuant to clauses is prohibited by law or an existing contract or agreement (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC it being agreed that the Parties shall use their respective commercially reasonable best efforts to cause such access or information, as applicable, information to be provided, or made available, provided in a manner that would does not reasonably be expected cause such jeopardization or contravention). The Confidentiality Agreement dated as of March 11, 2014 between Parent and the Company (the “Confidentiality Agreement”), shall survive the execution and delivery of this Agreement and, subject to jeopardize such privilegeSection 7.5, contravene such Applicable Law, fiduciary shall apply to all information furnished thereunder or hereunder and any other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPCactivities contemplated thereby.

Access to Information. From the date hereof until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (a) From the date of this Agreement until the Closingafford to Parent and its Representatives reasonable access, at reasonable times upon reasonable prior notice, GPC to (i) the officers, key employees, Representatives, properties, offices and other facilities (but excluding for the conduct of any Phase II testing or sampling of environmental media) of the Company and its Subsidiaries (including by way of in person or telephonic meetings between the Company and its Representatives and Parent and its Representatives) and (ii) their books, records, documents and Contracts, and (b) furnish as promptly as reasonably practicable to Parent, its Subsidiaries and their Representatives such information concerning the Company’s and its Subsidiaries’ business, properties, Contracts, records and personnel as may be reasonably requested, from time to time, by or on behalf of Parent (other than any publicly available document filed by the Company or its Subsidiaries with the SEC). Parent and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries. Notwithstanding the foregoing, the Company shall not be required to, or to cause any of its Subsidiaries to, grant access or furnish information to Parent, its Subsidiaries or any of their Representatives to the extent that doing so would violate applicable Law or breach an obligation of confidentiality owing to a third party, or in the good faith determination of the Company would jeopardize the protection of attorney-client or attorney work-product privilege or expose such party to risk of liability for disclosure of sensitive or personal information (provided that, in such case, the Company shall use its reasonable best efforts to (i) afford RMT Parent and its authorized Representatives reasonable access to the offices, properties and books and records of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any provide such access or furnishing information (or as much of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and it as possible) in such a manner as that does not to unreasonably interfere with result in the normal operations of the SpinCo Business, (y) all requests for access pursuant to events set out in this Section 7.04(a) shall be made in writing and shall be directed to and coordinated with a person or persons designated by GPC in writing and (z) RMT sentence). Parent agrees that it shall not, and shall use its reasonable best efforts to cause its Representatives not to, contact use any information obtained pursuant to this Section 5.1 for any purpose unrelated to the Transactions. The Confidentiality Agreement shall survive the execution and delivery of the employeesthis Agreement and shall apply to all information furnished thereunder or hereunder; provided, customershowever, distributors or suppliers of any GPC Entitythat, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPC. Notwithstanding notwithstanding anything to the contrary in this the Confidentiality Agreement, GPC shall not all information furnished thereunder or hereunder to Parent may be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT furnished by Parent and GPC shall use its Subsidiaries to their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPCRepresentatives.

Access to Information. (a) From the date of this Agreement until the Closing, upon Upon reasonable notice, GPC shall use the Company will (and will cause its reasonable best efforts to (iSubsidiaries to) afford RMT to the officers, employees, accountants, counsel and other representatives of Parent and its authorized Representatives Purchaser, access, at all reasonable access times during the period prior to the officesEffective Time, to all its properties, facilities, books, Contracts, commitments and records (including Tax Returns) and other information requested by such party, including for purposes of post-acquisition planning and integration planning to the extent requested by Parent, and, during such period, the Company will (and will cause each of its Subsidiaries to) furnish promptly to Parent and Purchaser all information concerning its business, properties and books and records of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT personnel as Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent Purchaser may from time to time reasonably request; provided, that (xi) any such access no investigation or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo Business, (y) all requests for access request pursuant to this Section 7.04(a) shall be made in writing and shall be directed to and coordinated with a person 6.3 or persons designated by GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, otherwise as undertaken in connection with the Contemplated Transactionstransactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company; (ii) the Company in responding to requests from Parent or any Parent representative for access to records or other information of a confidential and competitively sensitive nature may, prior to expiration or termination of the waiting period under the HSR Act, limit such access to Parent's outside accountants, counsel, financial advisors and other outside representatives; and (iii) in no event shall this Section 6.3 be deemed to permit Parent, Purchaser, any of this respective affiliates or any of their respective directors, officers, employees, agents or representatives to conduct any invasive sampling or testing. Any information that is obtained pursuant to this Section 6.3 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated December 16, 2002, by and between Reuters America Inc. and the Company (the "Confidentiality Agreement"), and each party hereto will comply with the terms of the Confidentiality Agreement, whether in person or by telephone, mail, or other means of communication, without the specific prior written authorization of GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPCparty thereto.

Access to Information. (a) From During the date Pre-Closing Period, the Company shall, and shall cause each of this Agreement until its Subsidiaries to, and the Closing, upon reasonable notice, GPC shall Company and its Subsidiaries will use its their reasonable best efforts to (i) cause its and their respective Representatives to, afford RMT Parent Parent, Buyer and its authorized their respective Representatives reasonable access on reasonable advance notice and in a manner not unreasonably disruptive to the offices, properties and books and records operations of the SpinCo Business business of the Company and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expenseits Subsidiaries, during normal business hours, under to the supervision of GPC’s personnel officers, senior employees, Representatives, auditors, properties, offices and in such a manner as not to unreasonably interfere with other facilities and the normal operations books and records of the SpinCo Business, (y) all requests for access pursuant to this Section 7.04(a) shall be made in writing Company and shall be directed to and coordinated with a person or persons designated by GPC in writing and (z) RMT Parent shall notthe Subsidiaries of the Company, and shall use reasonable best efforts to promptly furnish or cause its to be furnished to Parent, Buyer and their respective Representatives copies (including in electronic form) of books, records and other financial, operating and other data and information as Parent, Buyer or their respective Representatives may reasonably request in writing; provided, however, that such access shall not topermit Parent, contact Buyer and their respective Representatives to conduct any invasive environmental testing or sampling at any of the employeesproperties, customersoffices and other facilities of the Company and its Subsidiaries. Notwithstanding the foregoing, distributors the Company and its Subsidiaries shall not be obligated to disclose any information (i) if providing such access or suppliers disclosing such information would cause significant competitive harm to the Company or its Subsidiaries if the Transactions are not consummated, (ii) 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 (iii) that, would, in the reasonable judgment of the Company on advice of outside legal counsel, result in the loss of attorney-client privilege with respect to such information or would constitute a waiver of any GPC Entity, other than any such customers, distributors privilege or suppliers that are also customers, distributors or suppliers of RMT Parent trade secret protection held by the Company or any of its Subsidiaries; provided, in connection with that the Contemplated Transactions, whether in person or by telephone, mail, or other means of communication, without the specific prior written authorization of GPC. Notwithstanding anything to the contrary in this Agreement, GPC Company shall not be required to provide any access or disclose any information to RMT Parent or use its Representatives if such disclosure could reasonably be expected to commercially reasonable efforts (A) jeopardize, to allow for such access or disclosure in a manner that does not result in a loss or waiver of, any of attorney-client privilege or waiver of any other legal privilege, privilege or trade secret protection or (B) contravene any Applicable Lawto develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent, fiduciary or other duty or any agreement or (C) result Buyer and the Company. The Company shall advise Parent and Buyer in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact such circumstances that it is withholding such access or unable to comply with Parent’s and Buyer’s reasonable requests for information pursuant to clauses (A)the immediately preceding sentence, (B) and the Company shall reasonably describe the reasons why such information is being withheld. The Company shall be entitled to have Representatives present at all times during any inspection by Parent, Buyer or (C) of their respective Representatives pursuant to this Section 7.04(a) and thereafter RMT 5.02(a). No notice, access, review or investigation pursuant to this Section 5.02 or information provided, made available or delivered to Parent, Buyer or their respective Representatives pursuant to this Section 5.02 or otherwise shall affect any representations or warranties of the Company or conditions or rights of Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary Buyer contained in this Agreement, neither RMT Parent nor . No investigation after the date of this Agreement shall affect or be deemed to modify or supplement any of its Representatives shall be allowed to sample representation or analyze any soil or groundwater or other environmental media, or any building material, without warranty made by the prior written consent of GPC, which consent may be withheld in the sole discretion of GPCCompany herein.

Access to Information. (a) From the date of this Agreement until to the ClosingCyberonics Merger Effective Time, upon reasonable noticeSorin and Cyberonics shall, GPC and shall cause each of their respective Subsidiaries, and shall direct and use its reasonable best efforts to cause their respective Representatives to: (i) afford RMT Parent provide to each other and its authorized Representatives their respective Representative, upon prior written notice, reasonable access to the offices, properties and books and records of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expenseaccess, during normal business hours, under the supervision of GPC’s personnel and hours in such a manner as not to unreasonably interfere with the normal operations operation of the SpinCo Businessany business conducted by it, (y) all requests for access pursuant to this Section 7.04(a) shall be made in writing its officers, employees, properties, offices, other facilities and shall be directed to books and coordinated with a person or persons designated by GPC in writing records; and (zii) RMT Parent shall notfurnish promptly such information concerning its business, properties, contracts, assets and shall cause its liabilities as Sorin or Cyberonics or their respective Representatives not tomay reasonably request; provided, contact any of the employeeshowever, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPC. Notwithstanding anything to the contrary in this Agreement, GPC Sorin and Cyberonics shall not be required to provide (or to cause any of their respective Subsidiaries or Representatives to) afford such access or disclose any furnish such information (x) to RMT Parent or its Representatives if such disclosure could the extent that it reasonably be expected to believes in good faith that doing so would: (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entityattorney-client privilege; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) violate any of its obligations with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which it is party; or (C) of this Section 7.04(abreach, contravene, violate or result in liability under any applicable Law (including the HSR Act or any other antitrust or competition Law) (it being agreed that Cyberonics and thereafter RMT Parent and GPC Sorin shall use their respective commercially reasonable best efforts to reduce the scope of or eliminate the applicable restriction) or (y) if Cyberonics or any of its affiliates, on the one hand, and Sorin or any of its affiliates, on the other hand, are adverse parties in any Proceeding, to the extent that is reasonably pertinent to such Proceeding. Sorin and Cyberonics shall, and shall cause each of their respective Subsidiaries and shall direct and use reasonable best efforts to cause such access their respective Representatives to, hold all information provided or information, as applicable, furnished pursuant to be provided, or made available, this Section 5.06 confidential in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss accordance with the terms of such protection of proprietary information. Notwithstanding anything to the contrary in this Confidentiality Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPC.

Access to Information. From the date hereof until the Effective Time and subject to Applicable Law and the Confidentiality Agreement, the Company shall upon reasonable prior notice (a) From the date of this Agreement until the Closinggive Parent, upon reasonable noticeits counsel, GPC shall use its reasonable best efforts to (i) afford RMT Parent financial advisors, auditors and its other authorized Representatives representatives reasonable access to the offices, properties and properties, books and records of the SpinCo Business Company and its Subsidiaries (iiincluding access to core samples, well logs and seismic data, in each case, which are in the possession of the Company or any of its Subsidiaries) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under (b) furnish to 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 (c) instruct the supervision of GPC’s personnel employees, counsel, financial advisors, auditors and in such a manner as not to unreasonably interfere with the normal operations other authorized representatives of the SpinCo BusinessCompany and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided, (y) all requests for however, that the Company may restrict the foregoing access and the disclosure of information pursuant to this Section 7.04(a6.05 to the extent that (i) shall be made in writing and shall be directed to and coordinated with a person or persons designated by GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any the reasonable good faith judgment of the employeesCompany, customersany Applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, distributors or suppliers (ii) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a Third Party, (iii) such disclosure would result in disclosure of any GPC Entity, other than trade secrets of Third Parties or (iv) disclosure of any such customers, distributors information or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could document would reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection attorney-client privilege; provided, further, that with respect to clauses (i) through (iv) of any proprietary information or trade secrets this Section 6.05, the Company shall use its commercially reasonable efforts to (A) obtain the required consent of any GPC Entity; provided that GPC shall give notice such Third Party to RMT Parent of the fact that it is withholding provide such access or information pursuant to clauses (A)disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) in the case of clauses (i) and (iv), enter into a joint defense agreement or implement such other techniques if the parties determine that doing so would reasonably permit the disclosure of such information without violating Applicable Law or jeopardizing such privilege. Any investigation pursuant to this Section 7.04(a) 6.05 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access its Subsidiaries. No information or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result knowledge obtained in any loss of such protection of proprietary information. Notwithstanding anything investigation pursuant to the contrary in this Agreement, neither RMT Parent nor Section 6.05 shall affect or be deemed to modify any of its Representatives shall be allowed to sample representation or analyze warranty made by any soil or groundwater or other environmental media, or any building material, without the prior written consent of GPC, which consent may be withheld in the sole discretion of GPCparty hereunder.

Access to Information. (a) From The Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of Parent reasonable access, in a manner not unreasonably disruptive to the date operations of this Agreement until the Closingbusiness of the Company and its Subsidiaries, during normal business hours and upon reasonable notice, GPC shall use its reasonable best efforts to (i) afford RMT Parent and its authorized Representatives reasonable access notice throughout the period prior to the officesEffective Time, properties and to the properties, books and records of the SpinCo Business Company and its Subsidiaries and, during such period, 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 for reasonable purposes related to the consummation of the transactions contemplated by this Agreement; provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to Parent or Sub if such disclosure would, in the reasonable judgment of the Company, (i) cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) furnish violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party as of the date hereof (as long as the Company has used commercially reasonable efforts to obtain the consent of the other party to the authorized Representatives agreement) or (iii) constitute a waiver of RMT Parent such additional available information regarding the SpinCo Business (attorney-client or copies thereof)other privilege held by the Company or any of its Subsidiaries; provided further, as RMT Parent may from time to time reasonably request; providedhowever, that (x) nothing herein shall authorize Parent or its Representatives to undertake any such access or furnishing of information shall be conducted invasive environmental sampling at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations any of the SpinCo Businessproperties owned, (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 operated or persons designated leased by GPC in writing and (z) RMT the Company or its Subsidiaries, without the prior consent of the Company. Parent shall agrees that it will not, and shall will cause its Representatives not to, contact use any information obtained pursuant to this Section 6.2 for any competitive or other purpose unrelated to the transactions contemplated by this Agreement. The Confidentiality Agreement and the Joint Defense Agreement shall apply with respect to information furnished hereunder by or on behalf of the employeesCompany, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, in connection with Subsidiaries and the Contemplated Transactions, whether in person or by telephone, mail, or other means of communication, without the specific prior written authorization of GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Company’s Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result as defined in the loss Confidentiality Agreement). The Company agrees that the Confidentiality Agreement is hereby amended to permit the inclusion of protection all actual or prospective sources of any proprietary information debt financing (including convertible or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses equity-linked debt) (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss representatives of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld financing sources) in the sole discretion of GPCterm “Representative” as such term is defined therein.

Access to Information. (a) From the date of this Agreement until the Closingearlier of Effective Time and the date this Agreement is properly terminated in accordance with Article VIII, the Company will, and will cause each of its Subsidiaries and its and their affiliates, and each of their respective officers, directors, employees, agents, counsel, accountants, investment bankers, financial advisors and representatives (collectively, the “Company Representatives”) to, give Merger Sub and Parent and their respective officers, directors, employees, agents, counsel, accountants, investment bankers, financial advisors, representatives, consultants and financing sources (collectively, the “Parent Representatives”) access, upon reasonable noticenotice and during normal business hours, GPC shall use its reasonable best efforts to (i) afford RMT Parent and its authorized Representatives reasonable access to the offices, properties offices and other facilities and to the books and records and personnel of the SpinCo Business Company and (ii) each of its Subsidiaries and will cause its Subsidiaries and the Company Representatives to furnish Parent, Merger Sub and the Parent Representatives with such financial and operating data and such other information with respect to the authorized business and operations of the Company and its subsidiaries as Parent, Merger Sub or the Parent Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under . Neither the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo 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 GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or Company nor any of its Subsidiaries, 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 GPC. Notwithstanding anything to the contrary in this Agreement, GPC Subsidiaries shall not be required to provide any access to, or disclose, information to the extent such access or disclose any information to RMT Parent disclosure would jeopardize or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, violate any attorney-client privilege or other legal privilege, (B) contravene any Applicable Lawlaw, fiduciary rule, regulation, order, judgment, decree or other duty or any binding agreement or (C) result in entered into prior to the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) date of this Section 7.04(a) and thereafter RMT Parent and GPC Agreement (it being agreed that the parties shall use their respective commercially reasonable best efforts to cause such access or information, as applicable, information to be provided, or made available, provided in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary informationjeopardy or contravention). Notwithstanding anything The Company makes no representation or warranty as to the contrary accuracy of any information provided pursuant to this Section 6.5, and neither Merger Sub nor Parent may rely on the accuracy of any such information, in this Agreement, neither RMT Parent nor any of its Representatives shall be allowed to sample or analyze any soil or groundwater or each case other environmental media, or any building material, without the prior written consent of GPC, which consent may be withheld than as expressly set forth in the sole discretion Company’s representations and warranties contained in Article IV. The information provided pursuant to this Section 6.5 will be used solely for the purpose of GPCeffecting the Transactions and each of Parent and Merger Sub will, and will cause the Parent Representatives to, treat any such information in accordance with the terms and conditions of that certain Mutual Nondisclosure Agreement dated November 7, 2011 between the Company and Parent (the “Confidentiality Agreement”) and those certain Letter Agreements, dated December 22, 2011, December 23, 2011, December 27, 2011 and December 30, 2011, between the Company and Parent (collectively, the “Diligence Agreements”).

Access to Information. (a) From the date of this Agreement Execution Date until the ClosingClosing Date, upon reasonable notice, GPC shall use its reasonable best efforts to the Company will (i) afford RMT Parent give the Parent, the R&W Insurance Provider, and its the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized Representatives representatives reasonable access to the offices, properties properties, officers, employees, consultants, accountants, advisors, other representatives, books, records and books and records agreements of the SpinCo Business Company, in each case, upon advance written notice and during normal business hours and (ii) furnish to the Parent, its counsel, financial advisors, auditors and other authorized Representatives representatives such financial and operating data and other information relating to the Company, in each of RMT Parent such additional available information regarding the SpinCo Business (or copies thereofi) and (ii), as RMT Parent may from time to time the extent reasonably request; provided, that (x) any requested by such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo 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 GPC in writing and (z) RMT Persons. The Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, any investigation pursuant to this Section 8.4 to be providedconducted in such manner as not to materially interfere with the conduct of the business of the Company and its Subsidiaries. Following the Execution Date, the Company shall promptly notify the Parent of any new, changes to, or updates regarding Company Environmental Information that have not been previously provided to or made available, in a manner that would not reasonably be expected available to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary informationthe Parent. Notwithstanding anything the foregoing, the Parent shall not be entitled to the contrary in this Agreementperform any subsurface, neither RMT Parent nor any of its Representatives shall be allowed to sample invasive or analyze any soil field or groundwater laboratory investigations or other environmental media, or any building material, testing without the prior written consent of GPCthe Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be withheld conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall (A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and other representatives in connection with the sole discretion of GPCaccess provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Parent for any losses suffered by any such Persons in connection with any such personal injuries and property damage, EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERS.

Access to Information. (a) From the date of this Agreement hereof until the ClosingEffective Time and subject to Applicable Law, upon reasonable notice, GPC notice during normal business hours the Company shall use its reasonable best efforts to (i) afford RMT Parent give Parent, its counsel, lenders, underwriters, financial advisors, auditors and its other authorized Representatives representatives reasonable access to the offices, properties and properties, assets, books and records of the SpinCo Business Company and its Subsidiaries (except that such access shall not include access for purposes of conducting soil, groundwater, building or other intrusive testing without the Company’s prior written consent), (ii) furnish to Parent, its counsel, lenders, underwriters, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct the employees, counsel, lenders, financial advisors, auditors and other authorized Representatives representatives of RMT the Company and its Subsidiaries to reasonably cooperate with Parent such additional available information regarding in its investigation of the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably requestCompany and its Subsidiaries; provided, that (x) neither the Company nor any of its Subsidiaries shall be required to provide access or disclose information where such access or furnishing disclosure would, in each case upon the advice of information legal counsel, jeopardize the attorney-client privilege of the Company or its Subsidiaries. Any investigation pursuant to this Section shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to interfere unreasonably interfere with the normal operations conduct of the SpinCo Business, (y) all requests for access business of the Company and its Subsidiaries. No information or knowledge obtained in any investigation pursuant to this Section 7.04(a) shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Notwithstanding the foregoing, prior to the Effective Time, in the case of any information that in the reasonable, good faith judgment of the Company is competitively sensitive, such information shall be made provided to Parent pursuant to a “clean-room” arrangement agreed between the parties that is intended to permit the sharing of such information in writing and compliance with Applicable Laws. Until the Effective Time, the information provided pursuant to this ‎Section 7.02 shall be directed to and coordinated with a person or persons designated kept confidential by GPC the recipient thereof in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, in connection accordance with the Contemplated Transactions, whether in person or by telephone, mail, or other means of communication, without the specific prior written authorization of GPC. Notwithstanding anything to the contrary in this Confidentiality Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPC.

Access to Information. Upon reasonable notice, each of MI Corp. and MVT Corp. shall (and shall cause its Subsidiaries to), during the period prior to the earlier of the Closing Date or the date this Agreement is terminated, afford to Investor and to its respective officers, employees, accountants, counsel, financial advisors and other authorized representatives, reasonable access during normal business hours, to all the books, records, Contracts, properties, plants and personnel of the MVT Business and, during such period, MI Corp. or MVT Corp. shall (and shall cause its Subsidiaries to) furnish promptly to Investor (a) From notice of each material report, schedule, registration statement and other document filed, published, announced or received by MVT Corp. during such period pursuant to the date requirements of this Agreement until the ClosingFederal or state securities laws, upon reasonable notice, GPC shall use its reasonable best efforts as applicable (other than documents which MI Corp. or MVT Corp. is not permitted to disclose under Applicable Laws) and (ib) afford RMT Parent all information concerning MVT Corp. and its authorized Representatives reasonable access to the officesbusiness, properties and books and records of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), personnel as RMT Parent Investor may from time to time reasonably request; provided, however, that MI Corp. or MVT Corp. may restrict the foregoing access to the extent that (xi) any Applicable Laws or Contracts requires MI Corp., MVT Corp. or their Subsidiaries to restrict or prohibit access to any such access properties or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo Businessinformation, (yii) all requests for access disclosure of such information would violate confidentiality obligations to a third Person, (iii) disclosure of such information would be reasonably likely to result in significant competitive harm to MI Corp. or MVT Corp. if the Transactions were not consummated or (iv) in the case of MVT Corp. and its Subsidiaries the information is not related to the MVT Business. Investor will hold any such information obtained pursuant to this Section 7.04(a) shall be made 6.3 in writing and shall be directed to and coordinated with a person or persons designated by GPC confidence in writing and (z) RMT Parent shall notaccordance with, and shall cause its Representatives not will otherwise be subject to, contact any the provisions of the employeesConfidentiality Agreement dated January 29, customers2007 between MI Corp. and Warburg Pincus LLC (as it may be amended or supplemented, distributors the “Confidentiality Agreement”). The Confidentiality Agreement shall survive any termination of this Agreement. Any investigation by Investor shall not affect the representations and warranties contained herein or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPC. Notwithstanding anything conditions to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent respective obligations of the fact that it is withholding such access or information pursuant parties to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to consummate the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPCTransactions.

Access to Information. (a) From During the date Pre-Closing Period, Parent shall, and shall cause each of this Agreement until the Closingits Subsidiaries to, upon reasonable notice, GPC and Parent and its Subsidiaries shall use its their reasonable best efforts to (i) cause its and their respective Representatives to, afford RMT the Company and its Representatives reasonable access on reasonable advance notice and in a manner not unreasonably disruptive to the operations of the business of Parent and its authorized Representatives reasonable access to the offices, properties and books and records of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expenseSubsidiaries, during normal business hours, under to the supervision officers, senior employees, Representatives, auditors, properties, offices and other facilities and the books and records of GPC’s personnel Parent and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo 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 GPC in writing and (z) RMT Parent shall notits Subsidiaries, and shall use reasonable best efforts to promptly furnish or cause to be furnished to the Company and its Representatives copies (including in electronic form) of books, records and other financial, operating and other data and information as the Company may reasonably request in writing addressed to Xxxx Xxxxxx, Xxxxxx Xxxxx or any other person designated in writing by Xxxx Xxxxxx or Xxxxxx Xxxxx; provided, that such access shall not to, contact permit the Company and its Representatives to conduct any intrusive soil and groundwater investigation at any of the employeesproperties, customersoffices and other facilities of Parent and its Subsidiaries. Notwithstanding the foregoing, distributors Parent and its Subsidiaries shall not be obligated to disclose any information (i) if providing such access or suppliers disclosing such information would or would reasonably be expected to cause material competitive harm to Parent or Buyer if the Transactions are not consummated, (ii) if providing such access or disclosing such information would reasonably be expected to, in the reasonable judgment of Parent after receiving advice from counsel violate any applicable Law (including antitrust and privacy Laws) or binding agreement entered into prior to the date of this Agreement or (iii) that, would reasonably be expected to in the reasonable judgment of Parent, result in the loss of attorney-client privilege with respect to such information or would reasonably be expected to constitute a waiver of any GPC Entity, other than any such customers, distributors privilege or suppliers that are also customers, distributors or suppliers of RMT Trade Secret protection held by Parent or any of its Subsidiaries; provided, 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 GPC. Notwithstanding anything to the contrary in this Agreement, GPC that Parent shall not be required to provide any access or disclose any information to RMT Parent or use its Representatives if such disclosure could reasonably be expected to commercially reasonable efforts (A) jeopardize, to allow for such access or disclosure in a manner that does not result in a loss or waiver of, any of attorney-client privilege or waiver of any other legal privilege, privilege or Trade Secret protection or violation of any such applicable Law or binding agreement or (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result to develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company. Parent shall advise the Company in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact such circumstances that it is withholding such access or unable to comply with the Company’s reasonable requests for information pursuant to clauses (A)the immediately preceding sentence, (B) and Parent shall reasonably describe the reasons why such information is being withheld. Parent shall be entitled to have Representatives present at all times during any inspection by the Company or (C) of their Representatives pursuant to this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts 6.06. No notice, access, review or investigation pursuant to cause such access this Section 6.06 or information, as applicable, to be information provided, made available or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything delivered to the contrary Company or its Representatives pursuant to this Section 6.06 or otherwise shall affect any representations or warranties of Parent or conditions or rights of the Company contained in this Agreement, neither RMT . No investigation after the date of this Agreement shall affect or be deemed to modify or supplement any representation or warranty made by 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 GPC, which consent may be withheld in the sole discretion of GPCBuyer herein.

Access to Information. (a) From the date of this Agreement until the Closing, upon Upon reasonable notice, GPC Parent and the Company, as the case may be, shall use (and shall cause each of their respective Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives of the others, access, during normal business hours during the period prior to the Effective Time, to all its reasonable best efforts properties, books, contracts, commitments and records, as well as to its officers and employees and, during such period, each of Parent and the Company, as the case may be, shall (and shall cause each of their respective Subsidiaries to) furnish promptly to the others (i) afford RMT Parent a copy of each report, schedule, registration statement and its authorized Representatives reasonable access other document filed or received by it during such period pursuant to the offices, properties and books and records of the SpinCo Business SEC requirements and (ii) furnish to the authorized Representatives of RMT Parent all other information concerning its business, properties and personnel as such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent other party may from time to time reasonably request, including, without limitation, information to confirm the accuracy of the representations and warranties set forth in Section 3.1(v) and 3.2(u); provided, however, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under Parent and the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo 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 GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPC. Notwithstanding anything to the contrary in this Agreement, GPC Company shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or that would breach the confidentiality terms of any agreement existing on the date hereof or that would breach an attorney client privilege (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent (i) upon the request of Parent, the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall Company will use their respective commercially reasonable efforts to cause afford Parent access to such access or restricted information, as applicableincluding by securing waivers to confidentiality restrictions, and (ii) upon the request of the Company, Parent will use commercially reasonable efforts to be providedafford the Company access to such restricted information, or made availableincluding by securing waivers to confidentiality restrictions). Each of Parent and the Company agrees that it will not, in a manner that would and will cause its respective representatives not reasonably be expected to, use any information obtained pursuant to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in this Section 5.4 for any loss of such protection of proprietary information. Notwithstanding anything purpose unrelated to the contrary in consummation of the transactions contemplated by this Agreement. The Confidentiality Agreement dated as of March 26, neither RMT 2004 between Parent nor and the Company (the "Confidentiality Agreement") shall apply with respect to information furnished thereunder or hereunder and 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 GPC, which consent may be withheld in the sole discretion of GPCactivities contemplated thereby.

Access to Information. From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Acquirer and the Target Company shall (a) From provide to the Other Party, its legal counsel and other Representatives reasonable access to its offices, properties and Books and Records, (b) furnish to the Other Party, its legal counsel and other Representatives such information relating to its business as such Persons may reasonably request and (c) cause its employees, legal counsel, accountants and Representatives of the Target Company to reasonably cooperate with the Other Party in its investigation of its business; provided that no investigation pursuant to this Section (or any investigation prior to the date hereof) shall affect any representation or warranty given hereunder and, provided further, that any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of this Agreement until the ClosingOther Party’s business. Neither the Acquirer, upon reasonable noticethe Target Company, GPC nor any their respective Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the parties shall use its their reasonable best efforts to (i) afford RMT Parent and its authorized Representatives reasonable access to the offices, properties and books and records of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent cause such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo 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 GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary informationjeopardy or contravention. Notwithstanding anything Prior to the contrary in this AgreementClosing, neither RMT Parent nor any of Acquirer and its Representatives shall be allowed to sample not contact or analyze communicate with the employees, contractors, customers, suppliers, regulators and other business relations of the Target Company in connection with the transactions contemplated hereby except (i) in connection with obtaining any soil Consent required in connection with this Agreement or groundwater or other environmental mediathe transactions contemplated hereby, or any building material, without (ii) with the prior written consent of GPCthe Target Company (which shall not be unreasonably withheld, which consent may be withheld conditioned or delayed), provided that the Target Company shall have the right to have a Representative present during any such contact in the sole discretion of GPCevent that it consents to such contact.

Access to Information. (a) From the date of this Agreement until the ClosingEffective Time, upon reasonable noticethe Company will, GPC shall use and will cause its reasonable best efforts to subsidiaries, and each of their respective officers, directors, employees, counsel, advisors and representatives (icollectively, the "Company Representatives") afford RMT to, give Parent and its authorized Representatives reasonable the Purchaser and their respective officers, employees, counsel, advisors and representatives (collectively, the "Parent Representatives") full access during normal business hours, to the offices, properties offices and other facilities and to the books and records of the SpinCo Business Company and (ii) its subsidiaries and will cause the Company Representatives and the Company's subsidiaries to furnish Parent, the Purchaser and the Parent Representatives to the authorized Representatives extent available with such financial and operating data and such other information (with sensitivity to competitive information) with respect to the business and operations of RMT the Company and its subsidiaries as Parent such additional available information regarding and the SpinCo Business (or copies thereof), as RMT Parent Purchaser may from time to time reasonably request; providedrequest provided that the foregoing shall not require the Company to permit any inspection, that (x) or to disclose any such access information, which would result in the disclosure of any trade secrets of third parties or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations violate any obligation of the SpinCo BusinessCompany with respect to confidentiality if such disclosure would reasonably be expected to result in liability to the Company, and provided that the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure. The Confidentiality Agreement dated March 15, 1999, as amended through the date hereof, between Parent and the Company (ythe "Confidentiality Agreement") all requests for access shall apply with respect to the Evaluation Materials (as defined in the Confidentiality Agreement). The Company shall furnish promptly to Parent and the Purchaser a copy of each report, schedule, registration statement and other document filed by it or its subsidiaries during such period pursuant to the requirements of federal or state or foreign securities laws. The Company shall cause its independent auditors to allow the review of the work papers of such auditors relating to the Company and its subsidiaries. No review pursuant to this Section 7.04(a) 6.2 shall be made in writing and shall be directed to and coordinated with a person affect any representation or persons designated warranty given by GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPCCompany.

Access to Information. Subject to confidentiality obligations and similar restrictions that may be applicable to information furnished to the Company or any of its Subsidiaries by third parties that may be in the Company’s or any of the Company Subsidiaries’ possession from time to time, and except for any information which (ai) From relates to the date negotiation of this Agreement until or the ClosingTransactions, upon reasonable notice, GPC shall (ii) is prohibited from being disclosed by applicable Law or (iii) on the advice of legal counsel of the Company would result in the loss of attorney-client privilege or other similar privilege from disclosure (provided that the Company will use its reasonable best efforts to provide any information described in the foregoing clauses (iii) afford RMT Parent or (iii) in a manner that would not be so prohibited or would not jeopardize privilege), from and after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice and so long as permissible under applicable Law and subject to appropriate COVID-19 Measures, the Company shall provide to SPAC and its authorized Representatives reasonable access to the offices, properties and books and records of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any such which access or furnishing of information shall will be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPCthe Company’s personnel personnel) to the personnel, books, records, properties, financial statements, internal and external audit reports, regulatory reports, Contracts, Permits, commitments and any other reasonably requested documents and other information of the Company during normal business hours (in such a manner so as to not to unreasonably interfere with the normal business operations of the SpinCo 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 GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(aCompany) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access the employees, legal counsel, accountants and representatives of the Company to reasonably cooperate with SPAC in its investigation of the Company; provided that no investigation pursuant to this Section 5.3 shall affect any representation or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss warranty given by the Company. All of such protection information shall be treated as confidential information pursuant to the Section 7.10 of proprietary informationthis Agreement. Notwithstanding anything herein to the contrary in this Agreementcontrary, neither RMT Parent nor any of its Representatives SPAC shall be allowed to sample or analyze any soil or groundwater or other environmental media, or any building materialnot, without the prior written consent of GPCthe Company, which consent may be withheld in make inquiries of Persons having business relationships with the sole discretion of GPCCompany (including suppliers, customers and vendors) regarding the Company or such business relationships.

Access to Information. (a) From and after the date of this Agreement until the Closingearlier of the Effective Time or termination of this Agreement in accordance with its terms, upon reasonable notice, GPC and at the reasonable request of the other Party, each of Parent and the Company shall use its reasonable best efforts to (iand shall cause each of their respective Subsidiaries to) afford RMT Parent and its authorized Representatives reasonable access to the offices, properties and books and records Representatives of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof)other, as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expensereasonable access, during normal business hours, under the supervision of GPC’s personnel and hours in such a manner as not to unreasonably interfere with the normal operations operation of any business conducted by the other Party, to all its properties (other than for purposes of invasive testing), books, contracts, records and Representatives; provided that all such access shall be coordinated through the disclosing Party or its Representatives in accordance with such procedures as they may reasonably establish. Neither Party nor any of its Subsidiaries 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 tenants, operators, service providers or development or joint venture partners, (ii) result in a competitor of such disclosing Party receiving information that is competitively sensitive (provided that in the case of information to be provided to Parent or the Company each Party will attempt to establish a clean team process to share such materials in a commercially reasonable manner), (iii) jeopardize the attorney-client privilege of the SpinCo Business, institution in possession or control of such information or (yiv) all requests for contravene any Law or binding agreement (including any confidentiality obligation) entered into prior to the date of this Agreement. Parent and the Company will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. No such investigation by either Parent or the Company shall affect the representations and warranties of the other. The terms of the Confidentiality Agreement shall apply to any information and access provided 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 GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPC5.2. Notwithstanding anything to the contrary contained in this AgreementSection 5.2, GPC neither Parent nor the Company shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC the Company shall use ensure that their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT Parent nor any of its Affiliates and Representatives shall be allowed to sample or analyze any soil or groundwater or other environmental media, or any building materialdo not) conduct, without the prior written consent of GPCthe Company or Parent, respectively, any environmental investigation at any real property owned or leased by the Company or Parent, respectively, that involves any sampling or other intrusive investigation of air, surface water, groundwater or soil at such real property. The foregoing provisions of this Section 5.2 shall not apply to any access rights relating to the Financing (which consent may be withheld rights are addressed in the sole discretion of GPCSection 5.13).

Access to Information. (a) From Following the date of this Agreement until hereof and prior to the Closing, DHC will permit (and will cause the Audio Company and its Subsidiaries and the Retained Subsidiaries to permit) representatives of ANPP to have reasonable access during normal business hours and upon reasonable noticenotice to all premises, GPC shall use properties, personnel, books, records, Contracts, commitments, reports of examination and documents of or pertaining to DHC, the Audio Company or its reasonable best efforts Subsidiaries or the Retained Subsidiaries as may be reasonably necessary to permit ANPP to, at its sole expense, make, or cause to be made, such investigations thereof as ANPP may reasonably determine necessary in connection with the consummation of the Transactions, and DHC will (i) afford RMT Parent and will cause the Audio Company and its authorized Representatives reasonable access to Subsidiaries and the offices, properties and books and records of the SpinCo Business and (iiRetained Subsidiaries to) furnish to the authorized Representatives of RMT Parent reasonably cooperate in good faith with any such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably requestinvestigations; provided, however, that (xA) any such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as does not to unreasonably interfere with disrupt the normal operations of DHC, any DHC Party, the SpinCo BusinessAudio Company or its Subsidiaries or any of the Retained Subsidiaries; (B) none of the DHC Parties will be under any obligation to disclose to ANPP any information, the disclosure of which is restricted by Contract or Law, except in strict compliance with the applicable Contract or Law; and (yC) all requests for access none of the DHC Parties are under any obligation to disclose to ANPP any information as to which the attorney-client privilege may be available and where such disclosure would reasonably be expected to cause the loss of such privilege. No information or knowledge obtained in any investigation pursuant to this Section 7.04(a) shall 5.02 or otherwise will affect or be made in writing and shall be directed deemed to and coordinated with a person modify any representation or persons designated by GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any warranty contained herein or to modify the conditions to the obligations of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, in connection with parties hereto to consummate the Contemplated Transactions, whether in person or by telephone, mail, or other means of communication, without the specific prior written authorization of GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPC.

Access to Information. During the Pre-Closing Period, and subject to Section 5.05(b)(vii), (a) From the date of this Agreement until the ClosingSDTS shall afford SU and its Representatives and (b) SU shall, and shall cause GS LLC to, afford SDTS, Oncor and their respective Representatives reasonable access, upon reasonable notice, GPC shall use its reasonable best efforts to (i) afford RMT Parent prior notice and its authorized Representatives reasonable access to the offices, properties and books and records of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under to (i) the supervision STX Assets or the NTX Assets, as applicable, (ii) the senior management personnel engaged in the Subject STX Operations or the Subject NTX Operations, as applicable (in accordance with such reasonable procedures as shall be determined by the party providing such access), (iii) properties, books, Contracts, commitments and records relating to the Subject STX Operations or the Subject NTX Operations, as applicable, including for purposes of GPC’s personnel conducting non-intrusive environmental assessments and (iv) all other financial, operating and data and information as the party requesting such access shall reasonably request in writing relating to the STX Assets or NTX Assets, as applicable; provided, however, that in each case such a manner as access shall not to interfere unreasonably interfere with the normal business and operations of the SpinCo Businessparty providing such access and shall not include any invasive environmental sampling or testing, including but not limited to testing or sampling of facility surface and subsurface soils and water, air or building materials (y) all requests for unless the party who owns the relevant property and is providing such access pursuant shall consent in writing to such sampling or testing). Nothing contained in this Section 7.04(a) 5.03 shall be made obligate any parties or their respective Affiliates or representatives to violate any applicable Law or breach any duty of confidentiality owed to any Person, whether such duty arises contractually, statutorily or otherwise. In addition, notwithstanding anything to the contrary contained in writing and shall be directed to and coordinated with a person or persons designated by GPC in writing and (z) RMT Parent shall notthis Section 5.03, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent no party or any of its SubsidiariesAffiliates shall be obligated to provide to any other party (x) any work papers or similar materials prepared by the independent public accountants of such party or its Affiliates, except to the extent that such accountants agree to provide access to such work papers or similar materials upon such terms and conditions as shall be determined by such accountants in connection with the Contemplated Transactions, whether in person or by telephone, mailtheir sole discretion (provided that each party shall use commercially reasonable efforts to seek such access), or other means of communication, without the specific prior written authorization of GPC. Notwithstanding anything (y) access to the contrary in this Agreement, GPC shall not be required or to provide any disclose information where such access or disclose disclosure would (i) breach any information to RMT Parent agreement with a third party, (ii) constitute a waiver of or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any jeopardize the attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement privilege held by such party or (Ciii) result in the loss of protection of otherwise violate any proprietary information or trade secrets of any GPC Entity; applicable Law (provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC each party shall use their respective commercially reasonable efforts to cause allow for such access or information, as applicable, to be provided, or made available, disclosure in a manner that would does not reasonably be expected to jeopardize result in such a loss, breach or violation of such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information). Notwithstanding anything If requested by Oncor prior to the contrary Closing, but not more than once per calendar month, SU will provide Oncor a written summary in this Agreementreasonable detail of the actions taken by SU under the LP&L Participation Agreement and all budgets, neither RMT 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 projections and cost estimates prepared in connection with the prior written consent of GPC, which consent may be withheld in the sole discretion of GPCprojects contemplated thereby.

Access to Information. (a) From the date of this Agreement until to the ClosingEffective Time or earlier termination of this Agreement, upon reasonable notice, GPC shall use its reasonable best efforts notice and subject to applicable Laws (iincluding any applicable United States and foreign antitrust and competition Laws and any COVID-19 Measures) afford RMT Parent and its authorized Representatives reasonable access relating to the officesexchange of information, properties the Company shall, and books and records shall cause each of the SpinCo Business and (ii) furnish its Subsidiaries to, afford to the authorized Representatives officers, employees and agents and representatives, including any Lender, investment banker, financial advisor, attorney, accountant or other advisor, agent or representative retained in connection with the transactions contemplated by this Agreement (collectively as to each party, its “Representatives”) of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof)Parent, as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expensereasonable access, during normal business hours, under the supervision of GPC’s personnel and upon reasonable prior notice, to all its properties, books, Contracts, commitments and records, and to its officers, employees and Representatives, in such each case in a manner as not unreasonably disruptive to unreasonably interfere with the normal operations operation of the SpinCo Businessbusiness of the Company and its Subsidiaries, (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 GPC in writing and (z) RMT Parent shall notand, during such period, the Company shall, and shall cause its Representatives not Subsidiaries to, contact any make available to Parent (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the Money Transmitter Licenses of the employeesCompany or its Subsidiaries issued, customersgranted or given by any Governmental Entity specified in Section 6.2(c) of the Company Disclosure Schedule and (ii) all other information concerning its business, distributors or suppliers of any GPC Entityproperties and personnel as Parent may reasonably request; provided, other than any such customershowever, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPC. Notwithstanding anything to the contrary in this Agreement, GPC Company shall not be required to provide any such access or disclose any furnish such information to RMT Parent or its Representatives if such disclosure could the Company in good faith reasonably believes that doing so would reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (Ca) result in the loss of protection of attorney-client privilege or rights under the attorney work product doctrine, (b) breach or violate any proprietary applicable Law or Legal Requirement, (c) violate any confidentiality obligation (existing on the date hereof) with respect to such information or trade secrets of (d) violate any GPC Entity; provided COVID-19 Measures (it being understood, however, that GPC the Company shall, and shall give notice cause its Subsidiaries to, use reasonable best efforts to RMT Parent of the fact that it is withholding provide such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would does not reasonably be expected violate any COVID-19 Measures); provided, further, that the parties agree to jeopardize collaborate in good faith to make alternative arrangements to allow for such privilege, contravene such Applicable Law, fiduciary access or other duty or agreement, or disclosure in a manner that does not result in any loss of such protection of proprietary informationthe events set out in clause (a), (b), (c) or (d) above. Notwithstanding anything to the contrary in this Agreement, neither RMT No investigation by Parent nor any of or its Representatives shall be allowed constitute a waiver of or otherwise affect the representations, warranties, covenants or agreements of the Company set forth herein or otherwise affect any condition to sample or analyze any soil or groundwater or other environmental media, or any building material, without the prior written consent obligations of GPC, which consent may be withheld in the sole discretion of GPCparties hereto under this Agreement.

Access to Information. (a) From the date of this Agreement until the ClosingThe Company shall afford to Newco, upon reasonable notice, GPC shall use its reasonable best efforts to (i) afford RMT Parent Purchaser and REG and its authorized Representatives and their accountants, counsel, financial advisors, environmental consultants and other representatives, and to prospective lenders, placement agents and other financing sources and each of their respective representatives, reasonable access to the offices, properties and books and records of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expenseaccess, during normal business hourshours upon reasonable notice throughout the period prior to the Closing, under to their respective properties and facilities (including all real property and the supervision of GPC’s personnel buildings, structures, fixtures, appurtenances and improvements erected, attached or located thereon), Books and Records, financial information (including working papers and data in such a manner as not to unreasonably interfere with the normal operations possession of the SpinCo BusinessCompany or its independent public accountants, (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 GPC in writing and (z) RMT Parent shall notinternal audit reports, and “management letters” from such accountants with respect to the Company’s systems of internal control), Contracts, commitments and records and, during such period, shall cause furnish promptly such information concerning its Representatives not tobusinesses, contact any properties and personnel of the employeesCompany as Newco, customers, distributors Purchaser or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, REG shall reasonably request in connection with the Contemplated Transactionstransactions contemplated herein, whether including preparation of the Form S-4; provided, however, such investigation shall not unreasonably disrupt the Company’s operations. Similarly, Newco, Purchaser and REG shall afford to the Company and its and their accountants, counsel, financial advisors, environmental consultants and other representatives reasonable access, during normal business hours upon reasonable notice throughout the period prior to Closing, to their respective properties and facilities, Books and Records, financial information, Contracts, commitments and records and, during such period, shall furnish promptly such information concerning its businesses, properties and personnel of Newco, Purchaser and REG as the Company shall reasonably request in person connection with the transactions contemplated herein; provided, however, such investigation shall not unreasonably disrupt the operations of Newco, Purchaser or by telephoneREG. Prior to the Closing, maileach party hereto shall generally keep the other parties informed as to all material matters involving the operations and businesses of each other. The Company shall authorize and direct the appropriate directors, managers, officers and employees of the Company to discuss matters involving the operations and business of the Company with representatives of Newco, Purchaser and REG and their prospective lenders or placement agents and other financial sources. Newco, Purchaser and REG shall authorize and direct the appropriate directors, managers, officers and employees of Newco, Purchaser and REG to discuss matters involving the operations and business of Newco, Purchaser and REG with representatives of the Company and its prospective lenders or placement agents and other financial sources. All nonpublic information provided to, or other means obtained by, any party hereto in connection with the transactions contemplated hereby shall be “Confidential Information” for purposes of communicationthe Confidentiality Agreement dated June , without 2008 by and among REG and the specific prior written authorization of GPCCompany and the Addendum to Confidentiality Agreement dated December 8, 2008 by and among REG and the Company (collectively the “Confidentiality Agreement”), which Confidentiality Agreement shall survive the Closing pursuant to the terms thereof; provided that Newco and the Company may disclose such information as may be necessary in connection with seeking necessary consents and approvals as contemplated hereby and in connection with the Financing. Notwithstanding anything to the contrary in this Agreementforegoing, GPC the Company shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) would contravene any Applicable Law, fiduciary or other duty applicable Law or any agreement or Contract which may restrict the Company’s disclosure. Newco, Purchaser and REG shall arrange with the parties to the Common Plan Agreements (Cother than REG) result in to provide the loss of protection of any proprietary Company access to information or trade secrets of any GPC Entity; regarding such parties on terms substantially similar to those relating to the Company’s access to information regarding Newco, Purchaser and REG provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of by this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPC6.1.

Access to Information. (a) From the date of this Agreement until the Closing, upon Upon reasonable notice, GPC the Company shall use (and shall cause each of its reasonable best efforts to (iSubsidiaries to) afford RMT to officers, employees, counsel, investment bankers, accountants, consultants and debt financing sources and other authorized representatives (“Representatives”) of Parent reasonable access, in a manner not disruptive to the operations of the business of the Company and its authorized Representatives Subsidiaries, during normal business hours and upon reasonable access notice throughout the period prior to the officesEffective Time, properties and to the properties, books and records of the SpinCo Business Company and its Subsidiaries and to the officers and employees of the Company and its Subsidiaries, and during such period, shall (iiand shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information concerning the authorized Representatives business, properties and personnel of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), Company and its Subsidiaries as RMT Parent may from time to time reasonably requestbe requested; provided, however, that (x) any such access or furnishing of information nothing herein shall be conducted at RMT Parent’s expense, during normal business hours, under require the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo 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 GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent Company or any of its Subsidiaries, 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 GPC. Notwithstanding anything Subsidiaries to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives Sub if such disclosure could reasonably be expected would, in the reasonable judgment of the Company, (i) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party (Aprovided, that at the request of Parent, the Company shall use its commercially reasonable efforts to obtain the consent of any such party to such disclosure) jeopardize, or result in a loss or waiver of, (ii) jeopardize any attorney-client or other legal privilege; provided further, (B) contravene however, that nothing herein shall authorize Parent or its Representatives to undertake any Applicable Lawenvironmental investigations or sampling at any of the properties owned, fiduciary operated or leased by the Company or its Subsidiaries. Parent agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 6.2 for any competitive or other duty or any agreement or (C) result in purpose unrelated to the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent consummation of the fact that it is withholding such access or information pursuant to clauses transactions contemplated by this Agreement. The confidentiality agreement, dated February 22, 2007 (Athe “Confidentiality Agreement”), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or informationbetween UBS Securities LLC, as applicablerepresentative of the Company, and Platinum Equity Advisors, LLC shall apply with respect to be providedinformation furnished by the Company, or made availableits Subsidiaries and the Company’s officers, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or employees and other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPChereunder.

Access to Information. (a) From Subject to applicable Law, between the date hereof and the Effective Time, each of this Agreement until the Closing, upon reasonable notice, GPC shall use its reasonable best efforts to Parties will (i) afford RMT Parent give the other Parties, Tencent and its their respective authorized Representatives reasonable access during normal business hours to all of its employees, officers, agents, contracts and properties and to all of its books and records, (ii) permit the officesother Parties, Tencent and their respective authorized Representatives to make such inspections as they may reasonably require and (iii) will cause its officers and officers of its Subsidiaries to furnish the other Parties, Tencent and their respective authorized Representatives with such financial and operating data and other information with respect to its and its Subsidiaries’ respective businesses, properties and books personnel as the other Parties, Tencent and records of the SpinCo Business and (ii) furnish to the their respective authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, provided that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo Business, (y) all requests for access no investigation pursuant to this Section 7.04(a6.3(a) shall affect or be made in writing and shall be directed deemed to and coordinated with a person or persons designated by GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact modify any of the employeesrepresentations or warranties made by any Party in this Agreement. For the avoidance of doubt, customers, distributors no Party nor any of its Subsidiaries shall be required to provide access to or suppliers to disclose information where such access or disclosure would (i) waive the attorney-client privilege of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent Party or any of its Subsidiaries, in connection with the Contemplated Transactions, whether in person Subsidiaries (provided that such Party shall use its reasonable best efforts to allow for such access or by telephone, mail, or other means of communication, without the specific prior written authorization of GPC. Notwithstanding anything disclosure to the contrary in this Agreement, GPC shall maximum extent that does not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any of attorney-client or other legal privilege), (Bii) contravene any Applicable Law, fiduciary applicable Law (including any applicable antitrust or other duty competition Laws) or any requirements of Governmental Entities (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such law or requirement) (iii) breach the terms of a confidentiality agreement with a third party entered into prior to the date hereof (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure) or (Civ) result in the loss of protection of any proprietary information other Parties, Tencent or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access Subsidiaries receiving information that is competitively sensitive. If any information is withheld by a Party or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT Parent nor any of its Representatives Subsidiaries pursuant to the proviso to the preceding sentence, such withholding Party shall be allowed inform the other Parties and Tencent as to sample or analyze any soil or groundwater or other environmental mediathe general nature of what, or any building material, without and pursuant to which clause of the prior written consent of GPC, which consent may be withheld proviso in the sole discretion of GPCpreceding sentence such information, is being withheld.

Access to Information. (a) From Subject to contractual and legal restrictions applicable to Parent or to the Company or any of their respective Subsidiaries, as the case may be, each of Parent and the Company shall, and shall cause each of its Subsidiaries to, upon reasonable notice, afford to the Representatives of the other 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 until through the ClosingEffective Time, upon reasonable noticeall of its employees, GPC customers, properties, books, contracts, commitments and records (including the work papers of independent accountants, if available and subject to the consent of such independent accountants), and, during such period, each of Parent and the Company shall, and shall use cause each of its reasonable best efforts Subsidiaries to, furnish promptly to the other (i) afford RMT Parent a copy of each report, schedule, registration statement and its authorized Representatives reasonable access other document filed by it during such period pursuant to the offices, properties and books and records requirements of the SpinCo Business federal or state securities laws and (ii) furnish to all other information concerning its business, properties and personnel as the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent other may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo Business, (y) all requests for access . No investigation pursuant to this Section 7.04(a) 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. Notwithstanding the foregoing, neither the Company nor Parent shall be made in writing and shall be directed required to and coordinated with a person or persons designated by GPC in writing and afford such access if it would (zi) RMT Parent shall not, and shall cause its Representatives not to, contact any unreasonably disrupt the operations of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent party or any of its Subsidiaries, in connection with (ii) cause a violation of any agreement to which such party or any of its Subsidiaries is a party (provided that Parent or the Contemplated TransactionsCompany, whether in person or by telephoneas the case may be, mail, or other means of communication, without the specific prior written authorization of GPC. Notwithstanding anything shall use reasonable best efforts to the contrary in this Agreement, GPC shall not be required implement procedures to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (Acontemplated by this Section 5.3 without violating such agreement), (B) or (Ciii) cause a risk of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of privilege to such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT Parent nor party or any of its Representatives Subsidiaries or would constitute a violation of any applicable Law. All information obtained pursuant to this Section 5.3 shall be allowed to sample or analyze any soil or groundwater or other environmental mediakept confidential in accordance with the terms of the Confidentiality Agreement, or any building materialdated September 16, without 2009, between Parent and the prior written consent of GPC, which consent may be withheld in Company (the sole discretion of GPC“Confidentiality Agreement”).

Access to Information. (a) From the date of this Agreement until the Closing, upon Upon reasonable notice, GPC GPSI and each GPSI Subsidiary and Parent shall use its reasonable best efforts to each (iand shall cause each of their respective Subsidiaries to) afford RMT Parent to the officers, employees, accountants, counsel and its authorized Representatives other representatives of the other, reasonable access during normal business hours during the period from the date hereof to the officesEffective Time, to all of its properties, books, Contracts, commitments and records, and during such period, each of GPSI and Parent shall (and shall cause each of their respective Subsidiaries to) furnish promptly to the other all information concerning its business, properties and books and records of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent personnel as such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent other party may from time to time reasonably request; provided, however, that (x) notwithstanding the foregoing provisions of this Section 7.8 or any such access or furnishing other provision of information this Agreement, neither GPSI nor Parent shall be conducted at RMT required to provide to the other party any information that is subject to a confidentiality agreement and that relates primarily to a party other than GPSI, Parent or any Subsidiary or former Subsidiary of GPSI or Parent’s expense, during normal business hoursbut shall identify to the other party the type of document and counter party. Each of GPSI and Parent agrees that it will not, under the supervision of GPC’s personnel and in such a manner as it will cause its respective representatives not to unreasonably interfere with the normal operations of the SpinCo Businessto, (y) all requests for access use any information obtained pursuant to this Section 7.04(a) shall be made in writing and shall be directed 7.8 for any purpose unrelated to and coordinated with a person or persons designated by GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any the consummation of the employees, customers, distributors transactions contemplated by this Agreement or suppliers reasonably related to the operation of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers the business of RMT Parent or any of and its Subsidiaries, 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 GPC. Notwithstanding anything to the contrary in this The Confidentiality Agreement, GPC dated as of September 23, 2002 (the "Confidentiality Agreement"), by and between GPSI and Parent, shall apply with respect to information furnished by GPSI, Parent and their respective Subsidiaries and representatives thereunder or hereunder and any other activities contemplated thereby. The parties agree that this Agreement and the transactions contemplated hereby shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in constitute a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result violation of the Confidentiality Agreement and that the provisions hereof shall supersede all provisions of the Confidentiality Agreement in the loss event of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPCconflict.

Access to Information. (a) From the date hereof until the earlier of the Closing and the termination of this Agreement in accordance with Section 9.01 and subject to Applicable Law and the Non-Disclosure Agreement dated as of September 18, 2015, as amended on September 30, 2015, between MCK, Blackstone Management Partners L.L.C., Emdeon, Inc. and Xxxxxxx & Xxxxxxxx Advisors LLC (the “Confidentiality Agreement”), which shall remain in effect until the ClosingClosing or termination of this Agreement, upon reasonable noticeeach of MCK and Echo Holdco shall, GPC and shall use its reasonable best efforts to cause their respective Subsidiaries to, (i) afford RMT Parent give to the other Parties hereto (and its authorized Representatives their respective Representatives) reasonable access to the offices, properties and properties, books and records of the SpinCo Business and applicable Contributed Business; (ii) furnish to the authorized Representatives other Parties hereto (and their respective Representatives) such financial and operating data and other information relating to the Contributed Business as may be reasonably requested and (iii) instruct the employees, counsel and financial advisors of RMT Parent such additional available information regarding the SpinCo Contributed Business (or copies thereof)to reasonably cooperate with the other Parties hereto in their investigation of the Contributed Business, as RMT Parent may from time to time reasonably request; provided, however, that (xA) any Echo Holdco and MCK shall not be required to permit such access to the extent that such access would reasonably be likely to interfere unreasonably with the Contributed Business or furnishing otherwise result in any unreasonable interference with the prompt and timely discharge by such employees of their normal duties and (B) Echo Holdco and MCK shall not be required to permit disclosure to the extent that such disclosure would reasonably likely to (I) result in the loss of the protection of any attorney-client privilege, work product doctrine or other legal privilege or (II) violate any Applicable Law; provided that, with respect to clause (B) above, the Party withholding such information shall (i) (if permitted by Applicable Law) provide notice to the other Party that such information is being withheld pursuant to such Applicable Law or privilege if such notice can, in the good faith discretion of the withholding Party, be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and provided in a manner that would not result in such loss or violation and (ii) use commercially reasonable efforts to disclose such documents and information in a manner as that would not to unreasonably interfere with the normal operations of the SpinCo Businessresult in such loss or violation; and provided, (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 GPC in writing and (z) RMT Parent shall notfurther, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPC. Notwithstanding notwithstanding anything to the contrary in this Agreement, GPC in no event shall not any Party or any of its respective Affiliates be required entitled to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardizerelating to, or result in a loss or waiver copy of, any attorney-client consolidated, combined, affiliated or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty unitary Tax Return that includes MCK or any agreement or of its Affiliates (C) result in other than pro forma information relating only to the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (ACore MTS Business), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary contained herein, in the event that there is any pending dispute between Echo Parties, on the one hand, and MCK or its Subsidiaries, on the other hand, no party shall be required to grant access or disclosure pursuant to this Section 5.05 in respect of such Dispute and any such access and disclosure in respect of such dispute shall be subject to the applicable discovery rules. For the avoidance of doubt, notwithstanding Sections 5.06 and 5.09, the Parties acknowledge that BX and H&F and their Affiliates may provide non-public information about this Agreement, neither RMT Parent nor the Transactions and the Company to their existing and potential limited partners, members and other investors; provided that BX and H&F shall not provide any non-public financial information or competitively or strategically sensitive information about the Company or any of its Representatives Subsidiaries to (a) any limited partner that is not subject to customary confidentiality and non-use restrictions with respect to such information (subject to customary exceptions) or (b) to any other Person in the course of investing or fundraising activities that is not subject to customary confidentiality and non-use restrictions with respect to such information (subject to customary exceptions) and, in any of either (a) or (b), any non-public financial information shall be allowed limited to sample BX’s and H&F’s valuation of the Company and its Subsidiaries without providing underlying forecasted financial data or analyze trends; provided that BX shall be permitted to disclose underlying forecasted financial data or trends to the two co-investors in Echo Holdco and Echo who have entered into confidentiality agreements which are reasonably acceptable to MCK; provided, further, that in any soil or groundwater or other environmental mediacase BX shall provide prompt written notice of such disclosure to MCK. For the avoidance of doubt, or any building material, without the prior written consent of GPC, which consent may be withheld in the sole discretion event of GPCany conflict between the Confidentiality Agreement and this Agreement, the terms of this Agreement shall control.

Access to Information. (a) From the date of this Agreement until the ClosingEffective Time, the Company shall afford to Parent and its authorized representatives and, solely with respect to the international operations of the Company and its Subsidiaries, to AES and its authorized representatives, reasonable access during normal business hours upon reasonable noticeprior notice to all of its books and records and, GPC during such period, the Company shall use furnish promptly to Parent or AES, as applicable, such financial data and other information concerning its business, properties and personnel as Parent or AES may reasonably request. Parent or AES and their respective authorized representatives will conduct all such inspections in a manner which will minimize any disruptions of the business and operations of the Company and its Subsidiaries. Until the Effective Time, Parent and Purchaser and AES will hold any such information in accordance with the provisions of the confidentiality agreement between the Company and Parent, dated as of November 6, 1996, or between the Company and AES, dated as of October 24, 1996, (as the case may be "Confidentiality Agreements"), and will cause such information to be so held by their Representatives (as defined in the Confidentiality Agreement). Upon a termination of this Agreement pursuant to Section 8.1, Parent, Purchaser, AES and their respective Representatives shall return (and hold confidential) all information provided pursuant to this Section 6.4 and all other Information (as defined in the Confidentiality Agreements) pursuant to the procedures set forth in the Confidentiality Agreements. The foregoing shall not require the Company to permit any inspection or to disclose any information which in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or violate any obligation of the Company with respect to confidentiality if the Company shall have used its reasonable best efforts to (i) afford RMT Parent and its authorized Representatives reasonable access to obtain the offices, properties and books and records of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo 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 GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss consent of such protection of proprietary information. Notwithstanding anything third party to the contrary in this Agreement, neither RMT Parent nor any of its Representatives shall be allowed to sample such inspection or analyze any soil or groundwater or other environmental media, or any building material, without the prior written consent of GPC, which consent may be withheld in the sole discretion of GPCdisclosure.

Access to Information. (a) From the date of this Agreement until the Closing, upon Upon reasonable notice, GPC the Company shall, and shall cause each Company Subsidiary to, afford to the officers, directors, employees, accountants, counsel, financial advisors, consultants, and other advisors or representatives (collectively, “Representatives”) of Parent reasonable access during normal business hours to the Company’s and the Company Subsidiaries’ properties, books, records, contracts, commitments and personnel, but only to the extent that such access does not unreasonably interfere with the business or operations of the Company and the Company Subsidiaries, and the Company shall, and shall cause each of the Company Subsidiaries to, furnish as promptly as practicable to Parent (i) a copy of each material report, schedule and other document filed, furnished, published, announced or received by it during such period pursuant to the requirements of federal or state securities Laws or a Governmental Entity, and (ii) all other information with respect to the Company as Parent may reasonably request; provided, however, that the Company may withhold any document or information (i) to the extent that such document or information is subject to the terms of a confidentiality agreement with a third party (provided that the Company shall use its reasonable best efforts to (i) afford RMT Parent and its authorized Representatives obtain waivers under such agreements or implement requisite procedures to enable reasonable access to the officeswithout violating such agreements), properties and books and records of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding extent that the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo 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 GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiariesdisclosure thereof would, in connection the Company’s good faith opinion after consultation with the Contemplated Transactionslegal counsel, whether in person or by telephone, mail, or other means of communication, without the specific prior written authorization of GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary attorney-client privilege with respect to such document or information or trade secrets of any GPC Entity; (provided that GPC the Company shall give notice use its reasonable best efforts to RMT Parent put in place an arrangement to permit such disclosure without loss of the fact that it is withholding such access or information pursuant to clauses (Aattorney-client privilege), (Biii) to the extent required by applicable Law (provided that the Company shall use its reasonable best efforts to enable the provision of reasonable access without violating such Law), or (Civ) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made availablethe extent that the disclosure thereof would, in a manner that would not reasonably be expected to jeopardize such privilegethe Company’s reasonable discretion, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPCsignificant antitrust risk.

Access to Information. (a) From the date of this Agreement hereof until the ClosingEffective Time and subject to Applicable Law and the Confidentiality Agreement, upon reasonable notice, GPC the Company and Parent shall use its reasonable best efforts to (i) afford RMT Parent upon reasonable advance notice, give to the other party, its counsel, financial advisors, auditors and its other authorized Representatives representatives reasonable access during regular business hours to the offices, properties and properties, books and records of such party (except that neither party shall conduct any environmental sampling or analysis without the SpinCo Business advance written consent of the other party, which may be withheld in such other party’s sole discretion, and without executing a customary access and indemnity agreement in respect thereto), (ii) furnish to the other party, its counsel, financial advisors, auditors and other authorized Representatives of RMT Parent representatives such additional available financial and operating data and other information regarding as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably requestother party in its investigation; provided, however, that (x) any such each party may restrict the foregoing access or furnishing and the disclosure of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo 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 GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPC. Notwithstanding anything 8.06 to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to extent that (A) jeopardize, or result in a loss or waiver ofthe reasonable good faith judgment of such party, any attorney-client Applicable Law requires such party or other legal privilegeits Subsidiaries to restrict or prohibit access to any such properties or information, (B) contravene any Applicable Lawin the reasonable good faith judgment of such party, fiduciary or other duty or any agreement the information is subject to confidentiality obligations to a Third Party or (C) disclosure of any such information or document would result in the loss of protection of any proprietary information or trade secrets of any GPC Entityattorney-client privilege; provided provided, further, that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant with respect to clauses (A), (B) or through (C) of this Section 7.04(a) and thereafter RMT 8.06, Parent and GPC or the Company, as applicable, shall use their respective its commercially reasonable efforts to cause (1) obtain the required consent of any such Third Party to provide such access or informationdisclosure, (2) develop an alternative to providing such information so as applicableto address such matters that is reasonably acceptable to Parent and the Company and (3) in the case of clauses (A) and (C), to be provided, enter into a joint defense agreement or made available, in a manner implement such other techniques if the parties determine that doing so would not reasonably be expected to jeopardize permit the disclosure of such information without violating Applicable Law or jeopardizing such privilege, contravene . Any investigation pursuant to this Section 8.06 shall be conducted in such Applicable Law, fiduciary manner as not to interfere unreasonably with the conduct of the business of the other party. No information or other duty or agreement, or result knowledge obtained in any loss of such protection of proprietary information. Notwithstanding anything investigation pursuant to the contrary in this Agreement, neither RMT Parent nor Section 8.06 shall affect or be deemed to modify any of its Representatives shall be allowed to sample representation or analyze warranty made by any soil or groundwater or other environmental media, or any building material, without the prior written consent of GPC, which consent may be withheld in the sole discretion of GPCparty hereunder.

Access to Information. The Sellers shall cause the Company and its Subsidiaries to afford Purchaser and its accountants, counsel and other representatives reasonable access to (a) From all of the date of this Agreement until the Closingproperties, upon reasonable noticebooks, GPC shall use its reasonable best efforts to (i) afford RMT Parent and its authorized Representatives reasonable access to the officesContracts, properties and books commitments and records of the SpinCo Business Company and its Subsidiaries, including all Company Intellectual Property and Company Products, (b) all other information concerning the business, properties and personnel (subject to restrictions imposed by applicable law) of the Company and its Subsidiaries as Purchaser may reasonably request, and (iic) furnish the executive Senior Managers of the Company and any additional Employees of the Company or its Subsidiaries as reasonably requested by Purchaser. The Sellers shall cause the Company and its Subsidiaries to the authorized Representatives provide to Purchaser and its accountants, counsel and other representatives copies of RMT Parent such additional available information regarding the SpinCo Business internal financial statements (or copies thereof), as RMT Parent may from time to time reasonably including Tax Returns and supporting documentation) promptly upon request; provided, however, that no information discovered through the access afforded by this Section 6.1 shall (x) limit or otherwise affect any remedies available to the Party receiving such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo Businessnotice, (y) all requests for access pursuant to constitute an acknowledgment or admission of a breach of this Section 7.04(a) shall be made in writing and shall be directed to and coordinated with a person Agreement, or persons designated by GPC in writing and (z) RMT Parent shall notbe deemed to amend or supplement the Sellers’ Disclosure Schedule or prevent or cure any misrepresentations, and shall cause its Representatives breach of warranty or breach of covenant. For the avoidance of doubt, the right to indemnification, payment of Losses or any other remedy will not be affected by any investigation conducted with respect to, contact or any knowledge acquired (or capable of being acquired) at any time, whether before or after the employeesexecution and delivery of this Agreement or the Closing Date, customerswith respect to the accuracy or inaccuracy of or compliance with, distributors any representation, warranty, covenant or suppliers agreement made by the Sellers or any other matter. The waiver of any GPC Entity, other than condition based on the accuracy of any such customersrepresentation or warranty, distributors or suppliers that are also customerson the performance of or compliance with any such covenant or agreement, distributors or suppliers will not affect the right to indemnification, payment of RMT Parent Losses, or any of its Subsidiariesother remedy based on any such representation, in connection with the Contemplated Transactionswarranty, whether in person covenant or by telephone, mail, or other means of communication, without the specific prior written authorization of GPCagreement. Notwithstanding anything to the contrary in this Agreement, GPC No Indemnified Party shall not be required to provide show reliance on any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardizerepresentation, or result in a loss or waiver ofwarranty, any attorney-client certificate or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding order for such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, Indemnified Party to be provided, or made available, in a manner that would not reasonably be expected entitled to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPCindemnification hereunder.

Access to Information. (a) From the date The Company shall, and shall cause each of this Agreement until the Closingits Subsidiaries to, upon reasonable advance notice, GPC shall use afford to Newco, any of its reasonable best efforts financing sources (provided that such financing sources are party to one of the Confidentiality Agreements, or a similar agreement providing for substantially the same terms as those set forth in the Confidentiality Agreements with respect to information provided by the Company (ieach such similar agreement, an “Additional Confidentiality Agreement”)) afford RMT Parent and its authorized their Representatives reasonable access during normal business hours to all of the officesproperties, properties and personnel, books and records of the SpinCo Business Company and its Subsidiaries (ii) including Tax Returns filed and those in preparation, workpapers and other items relating to Taxes), and shall furnish as promptly as reasonably practical or cause to the authorized Representatives of RMT Parent be furnished promptly such additional reasonably available information regarding concerning the SpinCo Business (or copies thereof)business, properties and personnel of the Company and its Subsidiaries as RMT Parent Newco may from time to time reasonably request; provided, however, that (x) any no such access or furnishing of to information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo 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 GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent Company’s or any of its Subsidiaries’ operation of its business; provided, in connection with further, that the Contemplated Transactions, whether in person or by telephone, mail, or other means of communication, without the specific prior written authorization of GPC. Notwithstanding anything to the contrary in this Agreement, GPC Company shall not be required to provide any access to or disclose furnish any information if to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) do so would contravene any Applicable agreement to which the Company is party or any Law, fiduciary or, in the event of any litigation or other duty threatened litigation between the parties over the terms of this Agreement, where such access to information may be adverse to the interests of the Company or any agreement or (C) result in of its Subsidiaries; provided, further that, the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective Company uses commercially reasonable efforts to cause obtain permission to furnish such access or information, as applicable, information and to be provided, or made available, provide such information in a manner that would not be reasonably be expected to jeopardize adversely affect the Company’s interests in litigation; provided that the Company shall not be required to make any material payment in exchange for such privilege, contravene permission. All such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT Parent nor any of its Representatives information shall be allowed to sample or analyze any soil or groundwater or other environmental media, kept confidential in accordance with the terms of the Confidentiality Agreements or any building material, without similar agreement entered into between the prior written consent of GPC, which consent may be withheld in Company and any Person to whom the sole discretion of GPCCompany provides information pursuant to this Section 6.4.

Access to Information. (a) From During the date Interim Period, to the extent permitted by applicable Law and Contracts, each of this Agreement until the Closingparties hereto shall, and shall cause its respective Subsidiaries to, afford to the other parties reasonable access during normal business hours and upon reasonable noticeadvance notice to all of their respective properties, GPC offices, books, Contracts (other than any Contracts that are determined to be of a competitively sensitive nature, which Contracts will provided to such other parties’ legal counsel), commitments, personnel and records and shall furnish, or cause to be furnished, reasonably promptly all information (financial or otherwise) concerning its business, properties and personnel as any of the other parties may reasonably request. Faraday and/or ISI shall furnish ISH and ILG with ISI’s unaudited consolidated balance sheet and the related statements of income and cash flows for each fiscal month within thirty (30) days following the end of each such fiscal month. ISH and/or ILG shall furnish Faraday and ISI with ILG’s unaudited consolidated balance sheet and the related statements of income and cash flows for each fiscal month within thirty (30) days following the end of each such fiscal month. Each party hereto will hold, and will cause its representatives to hold, any nonpublic information, including any information exchanged pursuant to this Section 9.06, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreements. Each party hereto agrees to give prompt written notice to the other parties upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) could reasonably be expected to have, individually or in the aggregate, an ILG Material Adverse Effect or an ISI Material Adverse Effect, as applicable, or (ii) if unremedied by the Closing Date, would cause or constitute a breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable best efforts to (i) afford RMT Parent and its authorized Representatives reasonable access prevent or promptly to remedy the offices, properties and books and records of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably requestsame; provided, however, that (x) no such notification shall affect the representations, warranties and covenants of any party or relieve any party of any breach of any such access representation, warranty or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under covenant or affect the supervision of GPC’s personnel and in such a manner as not remedies available to unreasonably interfere with the normal operations of the SpinCo 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 GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPCparties receiving notice hereunder. Notwithstanding anything to the contrary in this Agreement, GPC no party shall not be required to provide any access or disclose any information to RMT Parent or its Representatives any other party if such disclosure could would be reasonably be expected likely to (A) jeopardize, or result in a loss or waiver of, jeopardize any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPC.

Access to Information. (a) From the date of this Agreement until the Closing, upon reasonable noticethe Indemnifying Members will, GPC shall use its reasonable best efforts to and will cause the Company to: (iA) afford RMT Parent Buyer and its authorized Representatives reasonable access to and the officesright to inspect the Real Property, properties and properties, assets, premises, books and records 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 as Buyer or any of its Representatives may reasonably request, and (C) instruct the Company’s Representatives to cooperate with Buyer in its investigation of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably requestCompany; provided, however, that (x) any such access or furnishing of information shall be investigation is conducted at RMT Parent’s expense, during normal business hourshours after reasonable advance notice to the Indemnifying Members, under the supervision of GPCthe Indemnifying Members’ or the Company’s personnel and in such a manner as not to unreasonably interfere with the Company’s normal operations of the SpinCo Business, (y) operations. Buyer must direct all requests for access pursuant to under this Section 7.04(a) shall be made 6.2 exclusively to the Indemnifying Members or such other individuals as they may designate in writing and shall be directed from time to and coordinated with a person or persons designated by GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPCtime. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding Despite anything to the contrary in this Agreement, neither RMT Parent the Indemnifying Members nor the Company must disclose any information to Buyer if the Indemnifying Members decide such disclosure would: (1) jeopardize any attorney-client or other privilege, or (2) contravene any Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Before the Closing, with the prior Indemnifying Members’ written consent (which may be conditioned on the timing and their ability to accompany Buyer), which shall not be unreasonably withheld, Buyer may contact suppliers to, or employees, contractors or customers of the Company and may perform invasive or subsurface investigations of the Real Property. Consent to conduct investigations of the Real Property may be conditioned on not disturbing the Company’s operations, obtaining the landlord’s consent and satisfying any requirements the landlord imposes (e.g., securing a bond, restoring the property, etc.). Buyer will, and will cause its Representatives shall be allowed to sample to, abide by the terms of the Confidentiality Agreement regarding any access or analyze any soil or groundwater or other environmental media, or any building material, without the prior written consent of GPC, which consent may be withheld in the sole discretion of GPCinformation provided under this Section 6.2.

Access to Information. (a) From the date of this Agreement until the ClosingThe Company shall afford to Newco, upon reasonable notice, GPC shall use its reasonable best efforts to (i) afford RMT Parent Purchaser and REG and its authorized Representatives and their accountants, counsel, financial advisors, environmental consultants and other representatives, and to prospective lenders, placement agents and other financing sources and each of their respective representatives, reasonable access to the offices, properties and books and records of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expenseaccess, during normal business hourshours upon reasonable notice throughout the period prior to the Closing, under to their respective properties and facilities (including all real property and the supervision of GPC’s personnel buildings, structures, fixtures, appurtenances and improvements erected, attached or located thereon), Books and Records, financial information (including working papers and data in such a manner as not to unreasonably interfere with the normal operations possession of the SpinCo BusinessCompany or its independent public accountants, (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 GPC in writing and (z) RMT Parent shall notinternal audit reports, and “management letters” from such accountants with respect to the Company’s systems of internal control), Contracts, commitments and records and, during such period, shall cause furnish promptly such information concerning its Representatives not tobusinesses, contact any properties and personnel of the employeesCompany as Newco, customers, distributors Purchaser or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, REG shall reasonably request in connection with the Contemplated Transactionstransactions contemplated herein, whether including preparation of the Form S-4; provided, however, such investigation shall not unreasonably disrupt the Company’s operations. Similarly, Newco, Purchaser and REG shall afford to the Company and its and their accountants, counsel, financial advisors, environmental consultants and other representatives reasonable access, during normal business hours upon reasonable notice throughout the period prior to Closing, to their respective properties and facilities, Books and Records, financial information, Contracts, commitments and records and, during such period, shall furnish promptly such information concerning its businesses, properties and personnel of Newco, Purchaser and REG as the Company shall reasonably request in person connection with the transactions contemplated herein; provided, however, such investigation shall not unreasonably disrupt the operations of Newco, Purchaser or by telephoneREG. Prior to the Closing, maileach party hereto shall generally keep the other parties informed as to all material matters involving the operations and businesses of each other. The Company shall authorize and direct the appropriate directors, managers, officers and employees of the Company to discuss matters involving the operations and business of the Company with representatives of Newco, Purchaser and REG and their prospective lenders or placement agents and other financial sources. Newco, Purchaser and REG shall authorize and direct the appropriate directors, managers, officers and employees of Newco, Purchaser and REG to discuss matters involving the operations and business of Newco, Purchaser and REG with representatives of the Company and its prospective lenders or placement agents and other financial sources. All nonpublic information provided to, or other means obtained by, any party hereto in connection with the transactions contemplated hereby shall be “Confidential Information” for purposes of communicationthe Confidentiality Agreement dated June __, without 2008 by and among REG and the specific prior written authorization of GPCCompany and the Addendum to Confidentiality Agreement dated December 8, 2008 by and among REG and the Company (collectively the “Confidentiality Agreement”), which Confidentiality Agreement shall survive the Closing pursuant to the terms thereof; provided that Newco and the Company may disclose such information as may be necessary in connection with seeking necessary consents and approvals as contemplated hereby and in connection with the Financing. Notwithstanding anything to the contrary in this Agreementforegoing, GPC the Company shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) would contravene any Applicable Law, fiduciary or other duty applicable Law or any agreement or Contract which may restrict the Company’s disclosure. Newco, Purchaser and REG shall arrange with the parties to the Common Plan Agreements (Cother than REG) result in to provide the loss of protection of any proprietary Company access to information or trade secrets of any GPC Entity; regarding such parties on terms substantially similar to those relating to the Company’s access to information regarding Newco, Purchaser and REG provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of by this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPC6.1.

Access to Information. Upon reasonable notice, Mesa and Armada each shall (and each shall cause its Subsidiaries to) afford to the officers, employees, accountants, counsel, financial advisors and other representatives of the other Party reasonable access during normal business hours, during the Post-Signing Period, to such of its properties, books, contracts, records, officers and employees as the other Party may reasonably request and, during such period, Mesa and Armada each shall (and shall cause its Subsidiaries to) furnish promptly to the other Party (a) From a copy of each report, schedule, registration statement and other document filed, published, announced or received by it during the date Post-Signing Period pursuant to the requirements of this Agreement until federal or state securities laws, as applicable (other than documents which Mesa or Armada, as the Closingcase may be, upon reasonable noticeis not permitted to disclose under Applicable Law), GPC and (b) all other information concerning Mesa or Armada, as the case may be, and its business (including any financial and operating data), properties and personnel as the other Party may reasonably request; provided, that Mesa or Armada, as the case may be, may restrict the foregoing access to the extent that (i) any Applicable Law requires Mesa or Armada, as the case may be, or its Subsidiaries to restrict access to any properties or information or (ii) Mesa or Armada, as the case may be, reasonably determines that such access or disclosure would jeopardize attorney-client privilege (provided, that Mesa or Armada, as the case may be, shall use its reasonable best efforts to (i) afford RMT Parent and its authorized Representatives enable reasonable access without violating such Applicable Law). The Parties will make appropriate substitute arrangements, where the restrictions imposed by the immediately preceding sentences apply, to allow appropriate access to the offices, properties and books and records of the SpinCo Business and (ii) furnish relevant information. Any investigation or request for information pursuant to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information this Section 6.2 shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to interfere unreasonably interfere with the normal operations conduct of the SpinCo Businessbusiness of Mesa or Armada, as the case may be, and its Subsidiaries. The receiving Party will (y) all requests for access pursuant and will cause its Subsidiaries to), until the Closing Date, hold any such information that is non-public in confidence to the extent required by, and in accordance with, the provisions of the Confidentiality Agreement, except that this Section 7.04(a) 6.2 shall be made in writing and shall be directed not prevent the receiving Party from disclosing such confidential information to and coordinated with a person or persons designated by GPC in writing and (z) RMT Parent shall notof its any officers, and shall cause its Representatives not to, contact any of the employees, customersaccountants, distributors counsel, financial advisors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, representatives 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 GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access the Acquisition and the other transactions contemplated hereby. No investigation by Mesa or disclose Armada, as the case may be, nor any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardizeknowledge obtained therefrom, shall affect or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in modify the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent representations and warranties of the fact that it is withholding such access other Party hereunder Mesa’s or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or informationArmada’s, as applicablethe case may be, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in remedies for any loss breach of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPCrepresentations and warranties.

Access to Information. From the date hereof until the Effective Time and subject to Applicable Law and the confidentiality agreement dated May 13, 2013, between the Company and Parent (the “Confidentiality Agreement”), the Company shall (a) From give Parent, its counsel, financial advisors, auditors and other authorized representatives, upon reasonable notice, reasonable access during normal business hours to the offices, properties, books, contracts 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 and other information as such Persons may reasonably request and (c) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section 6.03 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Nothing in this Section 6.03 shall require the Company to provide any access, or to disclose any information (i) if providing such access or disclosing such information would violate Applicable Law (including antitrust and privacy laws) or any binding agreement entered into prior to the date of this Agreement until or (ii) protected by attorney-client privilege to the Closingextent such privilege cannot be protected by the Company through exercise of its reasonable efforts; provided, upon reasonable noticehowever, GPC shall that the Company will use its reasonable best efforts to (i) afford RMT Parent and its authorized Representatives reasonable access to the offices, properties and books and records make appropriate substitute disclosure arrangements under circumstances in which any of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo Business, (y) all requests for access preceding restrictions apply. No investigation made pursuant to this Section 7.04(a) shall be made affect any representation or warranty in writing and shall be directed this Agreement or any condition to and coordinated with a person or persons designated by GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any the obligations of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, in connection with parties hereto to consummate the Contemplated Transactions, whether in person or by telephone, mail, or other means of communication, without the specific prior written authorization of GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPCMerger.

Access to Information. (a) From The Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the date "PARENT REPRESENTATIVES") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "COMPANY REPRESENTATIVES") access at reasonably scheduled times throughout the period prior to the Effective Time to all of this Agreement until the Closingtheir respective properties, upon reasonable noticebooks, GPC contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall use its reasonable best efforts furnish promptly to one another (i) afford RMT Parent a copy of each report, schedule and its authorized Representatives reasonable access other document filed or received by any of them pursuant to the officesrequirements of federal or state securities laws or filed by any of them with the SEC throughout the period prior to the Effective Time, (ii) a copy of each notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iii) such other information concerning their respective businesses, properties and books and records of personnel as Parent or Subsidiary or the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof)Company, as RMT Parent the case may from time to time be, shall reasonably request; provided, however, that (xA) any such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo Business, (y) all requests for access no investigation pursuant to this Section 7.04(a7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger and (B) no access or disclosure shall be made in writing required to be provided if such access or disclosure would impair any attorney-client privilege of the disclosing party or would violate any applicable law or regulation. Parent and its subsidiaries shall hold and shall be directed use their reasonable best efforts to and coordinated with a person or persons designated by GPC in writing and (z) RMT cause the Parent shall notRepresentatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause its the Company Representatives not toto hold, contact any of in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the employeesCompany, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiariesas the case may be, in connection with the Contemplated Transactionstransactions contemplated by this Agreement in accordance with the provisions of the Confidentiality Agreements, whether except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in person or by telephoneconnection with seeking the Parent Required Statutory Approvals and Parent Stockholders' Approval, mailthe Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, or other means of communication, without Subsidiary and the specific prior written authorization of GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access or Company may disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access required by law or information pursuant judicial or administrative order to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPCdisclose.

Access to Information. (a) 26. From and after the date hereof until the earlier of the Closing Date and the termination of this Agreement until the Closingin accordance with its terms, upon reasonable advance notice, GPC and subject to restrictions contained in any confidentiality agreement to which Parent or any Group Company is subject and subject to reasonable precautions related to COVID-19, each Group Company shall use its reasonable best efforts provide to (i) afford RMT Parent and its authorized Representatives representatives, and Parent shall provide to each Group Company and its authorized representatives, in each case, during normal business hours reasonable access to the offices, properties and all books and records of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (Group Companies or copies thereof)Parent, as RMT Parent may from time to time reasonably request; provided, that applicable (x) any such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner so as to not to unreasonably interfere with the normal business operations of the SpinCo Business, (y) all requests for access such Person). All of such information shall be treated as confidential information 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 GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any the terms of the employeesConfidentiality Agreement, customers, distributors or suppliers the provisions of any GPC Entity, other than any such customers, distributors or suppliers that which are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPCthis reference hereby incorporated herein. Notwithstanding anything to the contrary set forth in this Agreement, GPC during the period from the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, neither the Company nor any of its Affiliates (including the Group Companies), nor Parent or any of its Affiliates shall not be required to provide any DOC ID - 32901658.22 65 access or to disclose information where such access or disclosure (i) would violate any information contract or Law to RMT Parent which it is a party or its Representatives if such disclosure is subject or which it reasonably determined upon the advice of counsel could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice the ability to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A)successfully assert attorney-client and work product privileges, (B) or (Cii) if the Company or any of this Section 7.04(aits Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto, or (iii) and thereafter RMT if it reasonably determines upon the advice of counsel that such information should not be so disclosed due to its competitively sensitive nature. In the event that Parent and GPC shall use their respective commercially reasonable efforts to cause such access or informationany Group Company, as applicable, withholds access or information on the basis of the foregoing clauses (i) through (iii), Parent or such Group Company, as applicable, shall inform the other Party as to the general nature of what is being withheld and shall use reasonable best efforts to make appropriate substitute arrangements to permit reasonable access or disclosure that does not suffer from any of the foregoing impediments. Each of Parent and such Group Company, as it deems advisable and necessary, may reasonably designate competitively sensitive material provided to the other as “Outside Counsel Only Material” or with similar restrictions. Such materials and the information contained therein shall be providedgiven only to the outside legal counsel of the recipient, or made availableotherwise as the restriction indicates, in a manner that would not reasonably and be expected subject to jeopardize such privilege, contravene such Applicable Law, fiduciary any additional confidentiality or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to joint defense agreement between the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPCParties.

Access to Information. Upon reasonable notice, Parent and the Company shall each (and shall cause each of their respective Subsidiaries to) afford to the Representatives of the other reasonable access, during normal business hours during the period prior to the Effective Time or the termination of this Agreement, to its properties, books, contracts, commitments and records and, during such period, each of Parent and the Company shall (and shall cause each of their respective Subsidiaries to) furnish promptly to the other (a) From a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the date requirements of federal securities Laws and (b) all other information concerning its business, properties and personnel as such other party may reasonably request. Unless otherwise required by Law, the parties will hold any information obtained pursuant to this Section 6.03 in confidence in accordance with the Confidentiality Agreement. No information or knowledge obtained in any investigation pursuant to this Section 6.03 shall affect or be deemed to modify any representation or warranty contained in this Agreement until or the Closingconditions to the obligations of the parties to consummate the Merger. Notwithstanding the foregoing or Section 6.05, upon reasonable noticeneither the Company nor Parent shall be required to (a) provide any information which it reasonably believes it may not provide to the other party by reason of contractual or legal restrictions, GPC including applicable Law (and in such circumstances, the parties shall use its their reasonable best efforts to (i) afford RMT Parent make reasonable and its authorized Representatives reasonable access to the offices, properties and books and records of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereofappropriate substitute disclosure arrangements), as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo 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 GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, in connection with the Contemplated Transactions, whether in person or by telephone, mailwhich it believes is competitively sensitive information, or other means of communication, without the specific prior written authorization of GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide (b) take any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, action that would jeopardize any attorney-client privilege of such party or other legal privilegeits Subsidiaries (and in such circumstances, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC parties shall use their respective commercially reasonable best efforts to make reasonable and appropriate substitute disclosure arrangements). In addition, the Company and Parent may designate any competitively sensitive information provided to the other under this Agreement as “outside counsel only” and such information shall be given only to outside counsel of the recipient. Each party will use reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in minimize any loss of such protection of proprietary information. Notwithstanding anything disruption to the contrary in this Agreementbusinesses of the other party and its Subsidiaries which may result from the requests for access, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPCdata and information hereunder.

Access to Information. (a) From the date of this Agreement until the Closing, upon reasonable notice, GPC shall use its reasonable best efforts to (i) afford RMT Parent and its authorized Representatives reasonable access to the offices, properties and books and records of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo 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 GPC in writing and (z) RMT Parent shall notThe Company shall, and shall cause its Subsidiary and the Company’s and its Subsidiary’s Representatives not to, contact any afford to the Parent and its Representatives reasonable access during normal business hours and upon reasonable prior notice, during the period prior to the Effective Time, to all of the employeesCompany’s and its Subsidiary’s properties, customersbooks, distributors records, contracts, commitments and personnel and shall furnish the Parent all financial, operating and other data and information as the Parent may reasonably request, and during such period the Company shall furnish promptly to the Parent a copy of each report, schedule, registration statement and other document filed or suppliers received by it during such period pursuant to the requirements of any GPC Entityfederal or state securities laws. Unless it is required by Law, other than the Parent will hold any such customers, distributors or suppliers information that are also customers, distributors or suppliers is nonpublic in confidence in accordance with the Confidentiality Agreement. The Company shall use reasonable best efforts to secure for the Company access to and copies of RMT Parent or any the workpapers of its Subsidiaries, independent public accountants. No information or knowledge obtained in connection with any investigation pursuant to this Section 6.4 or otherwise shall affect or be deemed to modify any representation or warranty contained in the Contemplated Transactions, whether in person Agreement or by telephone, mail, or other means the conditions to the obligations of communication, without the specific prior written authorization of GPCparties to consummate the Merger. Notwithstanding anything to the contrary in this Agreementforegoing, GPC the Company shall not be required obligated to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant if the Company determines, in its reasonable judgment, that doing so would (a) violate applicable Law or a contract or obligation of confidentiality owing to a third-party, (b) jeopardize the protection of an attorney-client privilege, (c) expose the Company to risk of liability for disclosure of sensitive or personal information, or (d) require invasive environmental sampling (it being understood, in case of clauses (Aa), (B) or (C) of this Section 7.04(ab) and thereafter RMT Parent and GPC (c), that the parties shall use their respective commercially reasonable best efforts to cause such access or information, as applicable, information to be provided, or made available, provided in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreementjeopardy, neither RMT Parent nor any of its Representatives shall be allowed to sample violation or analyze any soil or groundwater or other environmental media, or any building material, without the prior written consent of GPC, which consent may be withheld in the sole discretion of GPCexposure).

Access to Information. (a) From the date of this Agreement until the Closing, upon Upon reasonable notice, GPC Earlychildhood and SmarterKids shall use each (and Earlychildhood shall cause its reasonable best efforts to (iSubsidiaries to) afford RMT Parent and its authorized Representatives reasonable access to the officesofficers, properties managers, employees, accountants, counsel and books and records other authorized representatives of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof)other, as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expenseaccess, during normal business hourshours during the period prior to the Effective Time, under to all its personnel, properties, books, contracts, commitments and records and, during such period, each of Earlychildhood and SmarterKids shall (and Earlychildhood shall cause its Subsidiaries to) furnish promptly to the supervision other (a) a copy of GPC’s each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws and (b) all other information concerning its business, properties and personnel and as such other party may reasonably request. The parties will hold any such information which is nonpublic in such a manner as not to unreasonably interfere confidence in accordance with the normal operations Earlychildhood Confidentiality Agreement and the Confidentiality Agreement dated as of January 19, 2000 between SmarterKids, Earlychildhood and Xxxxxx Xxxxxx Partners (the SpinCo Business"SmarterKids Confidentiality Agreement", (y) all requests for access and together with the Earlychildhood Confidentiality Agreement, the "Confidentiality Agreements"). No information or knowledge obtained in any investigation pursuant to this Section 7.04(a) 5.7 shall affect or be made deemed to modify any representation or warranty contained in writing and shall be directed this Agreement or the conditions to and coordinated with a person or persons designated by GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any the obligations of the employees, customers, distributors parties to consummate the Contribution or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPCSmarterKids Merger.

Access to Information. (a) From the date of this Agreement until the Closingearlier of the Effective Time or the date this Agreement is terminated in accordance with Article 7, and subject to the requirements of any applicable Law, the Company shall, and shall cause each of its Subsidiaries and each of their respective directors, officers, employees, counsel, accountants, investment bankers, financial advisors and other representatives (collectively, the “Company Representatives”) to, give Parent and Purchaser and their respective directors, officers, employees, counsel, accountants, investment bankers, financial advisors and other representatives (collectively, the “Parent Representatives”) access, in a manner reasonably designed to minimize disruption to the operations of the Company, upon reasonable noticenotice and during the Company’s normal business hours, GPC shall use its reasonable best efforts to (i) afford RMT Parent and its authorized Representatives reasonable access to the offices, properties offices and other facilities and to the books and records of the SpinCo Business Company and (ii) each of its Subsidiaries and shall cause the Company Representatives to furnish or make available to Parent, Purchaser and the Parent Representatives such financial and operating data and such other information with respect to the authorized business and operations of the Company and its Subsidiaries as Parent, Purchaser or the Parent Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided. The foregoing notwithstanding, that (x) any the Company shall not be required to afford such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under to the supervision of GPC’s personnel and in such a manner as not to extent that it would unreasonably interfere with disrupt the normal operations of the SpinCo 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 GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent Company or any of its Subsidiaries, in connection with would cause a violation of any agreement to which the Contemplated TransactionsCompany or any of its Subsidiaries is a party, whether in person or by telephone, mail, or other means of communication, without the specific prior written authorization of GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or would likely result in a loss of privilege or waiver of, trade secret protection to the Company or any attorney-client of its Subsidiaries or other legal privilege, (B) contravene would constitute a violation of any Applicable applicable Law. Unless otherwise required by Law, fiduciary or other duty or each of Parent and Purchaser shall, and shall cause the Parent Representatives to, hold any agreement or (C) result such information in confidence in accordance with the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent terms of the fact that it is withholding such access or information pursuant Confidentiality Agreement. Except as otherwise agreed to clauses (A)by the Company, (B) or (C) and notwithstanding termination of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT the terms and provisions of the Confidentiality Agreement, dated March 24, 2008 (the “Confidentiality Agreement”), between Parent nor and the Company shall apply to all information furnished to any of its Representatives shall be allowed to sample Parent Representative by any Company Representative hereunder or analyze any soil or groundwater or other environmental media, or any building material, without the prior written consent of GPC, which consent may be withheld in the sole discretion of GPCthereunder.

Access to Information. Upon reasonable notice, each of Xxxxxxx-Xxxxxx, Spinco and Regis shall (and shall cause its Subsidiaries to), during the period prior to the earlier of the Effective Time or the Termination Date, afford to each other and to its respective officers, employees, accountants, counsel, financial advisors and other authorized representatives, reasonable access during normal business hours, to all its books, records, Contracts, properties, plants and personnel (in the case of Xxxxxxx-Xxxxxx and its Subsidiaries, only with respect to the business of Spinco and its Subsidiaries) and, during such period, such party shall (and shall cause its Subsidiaries to) furnish promptly to the other party (a) From notice of each material report, schedule, registration statement and other document filed, published, announced or received by Regis or Spinco (as applicable) during such period pursuant to the date requirements of this Agreement until the ClosingFederal or state securities laws, upon reasonable notice, GPC shall use its reasonable best efforts as applicable (other than documents which such party is not permitted to disclose under Applicable Laws) and (ib) afford RMT Parent all information concerning it and its authorized Representatives reasonable access to the officesbusiness, properties and books and records of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent personnel as such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent other party may from time to time reasonably request; provided, however, that either party may restrict the foregoing access to the extent that (xi) any Applicable Laws or Contract requires such party or its Subsidiaries to restrict or prohibit access to any such properties or furnishing information, (ii) disclosure of such information shall would violate confidentiality obligations to a third party, (iii) disclosure of such information would be conducted at RMT Parent’s expensereasonably likely to result in significant competitive harm to the disclosing Person if the transactions contemplated by this Agreement were not consummated, during normal business hoursit being understood that the parties will provide extracts, under or summaries, or aggregations or other information to the supervision of GPC’s personnel and greatest extent practicable in such a manner as that does not result in any such violation or improper disclosure or (iv) in the case of Xxxxxxx-Xxxxxx and its Subsidiaries, the information is not related to unreasonably interfere with the normal operations of the SpinCo Spinco Business, (y) all requests for access . The parties will hold any such information obtained pursuant to this Section 7.04(a) shall be made 7.3 in writing and shall be directed to and coordinated with a person or persons designated by GPC confidence in writing and (z) RMT Parent shall notaccordance with, and shall cause its Representatives not will otherwise be subject to, contact any the provisions of the employeesConfidentiality Agreement dated September 9, customers2005 between Xxxxxxx-Xxxxxx and Regis (as it may be amended or supplemented, distributors the “Confidentiality Agreement”). The Confidentiality Agreement shall survive any termination of this Agreement. Any investigation by either Regis, Merger Sub or suppliers of any GPC EntitySubco, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, in connection with on the Contemplated Transactions, whether in person or by telephone, mailone hand, or Xxxxxxx-Xxxxxx or Spinco, on the other means of communicationhand, without shall not affect the specific prior written authorization of GPC. Notwithstanding anything representations and warranties contained herein or the conditions to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent respective obligations of the fact that it is withholding such access parties to consummate the Merger, the Subsequent Merger or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPCSpinco-Subco Merger.

Access to Information. (a) From the date hereof until the Effective Time or the earlier termination of this Agreement until Agreement, and subject to Applicable Law and the ClosingConfidentiality Agreement, upon reasonable notice, GPC the Company shall use its reasonable best efforts to (i) afford RMT Parent give to Parent, its counsel, financial advisors, auditors and its other authorized Representatives representatives reasonable access to the offices, properties and properties, books and records of the SpinCo Business and such party, (ii) furnish to the Parent, its counsel, financial advisors, auditors and other authorized Representatives of RMT representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably requestin its investigation; provided, however, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo 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 GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPC. Notwithstanding anything to the contrary in this Agreement, GPC Company shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if representatives any of the information specified in Section 6.04 of the Company Disclosure Schedule (or access thereto) until the condition set forth in Section 9.01(c) has been satisfied or waived. Any investigation pursuant to this Section shall be conducted in such disclosure could reasonably be expected manner as not to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in interfere unreasonably with the loss conduct of protection the business of any proprietary the Company. No information or trade secrets of knowledge obtained in any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information investigation pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts affect or be deemed to cause such access modify any representation or information, as applicable, to be provided, or warranty made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in by any loss of such protection of proprietary informationparty hereunder. Notwithstanding anything to Neither the contrary in this Agreement, neither RMT Parent Company nor any of its Representatives Subsidiaries shall be allowed obligated to sample or analyze any soil or groundwater or other environmental mediaprovide access to, or to disclose, any building materialinformation to Parent if the Company reasonably determines that such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries; provided, without however, that the prior written consent parties will at Parent’s request use reasonable efforts to enter into a joint defense or similar agreement that permits access to such information by Parent while preserving the attorney-client privilege of GPC, which consent may be withheld in the sole discretion of GPCCompany and its Subsidiaries.

Access to Information. Upon reasonable notice, the Company shall, and shall cause its Subsidiaries to, afford to Parent and to the Representatives of Parent reasonable access during normal business hours, during the period prior to the Effective Time, to all its properties, books, contracts, commitments, records (including for purposes of observing or conducting physical inventory), officers, and employees and, during such period, the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent consistent with its legal obligations all other information concerning its business, properties and personnel as Parent may reasonably request; provided, however, that the Company may restrict the foregoing access to the extent (a) From that an agreement is required to be kept confidential in accordance with its terms, (b) it is required by a Governmental Entity or (c) that, in the date reasonable judgment of this Agreement until the ClosingCompany, upon applicable Law requires it or its Subsidiaries to restrict access to any properties or information; provided further that the Company shall use reasonable noticebest efforts to limit such restrictions and shall furnish information to the extent not so restricted; provided further, GPC however, that (x) to the extent the Company or any of its Subsidiaries is restricted in or prohibited from providing any such access pursuant to a Contract for the benefit of any third party under the preceding clause (a), the Company shall use its reasonable best efforts (without being required to (imake any payments) afford RMT Parent to obtain any approval, consent or waiver with respect to such Contract that is necessary to provide such access, and its authorized Representatives reasonable access to the offices, properties and books and records of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo Business, (y) all requests for access pursuant to this Section 7.04(a) the foregoing shall be made in writing and shall be directed to and coordinated with a person or persons designated by GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT no event permit Parent or its Representatives if to access information which is the subject matter addressed in Section 8.3, which shall be governed solely by the terms and conditions of Section 8.3. The Parties will hold any such disclosure could reasonably be expected information in confidence to (A) jeopardizethe extent required by, or result and in a loss or waiver ofaccordance with, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent provisions of the fact that it is withholding such access or information pursuant to clauses (A)letter agreement dated December 8, (B) or (C) of this Section 7.04(a) and thereafter RMT 2015, between Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Company (the “Confidentiality Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPC”).

Access to Information. (a) From and after the date of this Agreement until and prior to the Closing, to the extent permitted by applicable Law and Contracts, each of the parties hereto shall cause each of the Ventures and their Subsidiaries to, afford to the other parties reasonable access during normal business hours and upon reasonable noticeadvance notice to all of their respective properties, GPC offices, books, Contracts, commitments, personnel and records and shall use furnish, or cause to be furnished reasonably promptly all information (financial or otherwise) concerning its reasonable best efforts to (i) afford RMT Parent and its authorized Representatives reasonable access to the officesbusiness, properties and books and records personnel as any of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent other parties may from time to time reasonably request; provided. Prior to and after the Closing, that (x) each party hereto will hold, and will cause its representatives to hold, any such access or furnishing of nonpublic information, including any information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo Business, (y) all requests for access exchanged pursuant to this Section 7.04(a9.06, in confidence, except to the extent disclosure is (a) required by law or pursuant to the terms of a valid and effective subpoena, order or other inquiry issued by a court of competent jurisdiction or a federal, state or local governmental or regulatory body or pursuant to a civil investigative demand or similar judicial process or (b) necessary, desirable or appropriate (as determined by the Company) in connection with (i) the preparation and filing (or submission) of a registration statement with the SEC relating to an initial public offering (“IPO”) of the Company’s Class A Common Shares, amendments thereto, and correspondence with the SEC relating thereto, or (ii) the consummation of the transactions contemplated by this Agreement, it being acknowledged and agreed that the underwriters for the IPO, their counsel and other advisors, and accountants, counsel and other advisors to the Company shall be made in writing and shall be directed provided access to and coordinated with a person or persons designated by GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, information in connection with the Contemplated Transactions, whether in person or IPO and the transactions contemplated by telephone, mail, or other means of communication, without the specific prior written authorization of GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made availablehowever, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to this obligation shall terminate upon the contrary in this Agreement, neither RMT Parent nor any of Closing for the Company and 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 GPC, which consent may be withheld in the sole discretion of GPCSubsidiaries.

Access to Information. (a) From During the date of this Agreement until Pre-Closing Period: (i) the ClosingCompany shall, upon reasonable noticeadvance written request from Parent, GPC shall use its reasonable best efforts to (i) afford RMT Parent and its authorized Representatives reasonable access during business hours of the Company, for any reasonable business purpose related to the officesconsummation of the Transactions, properties and books to (A) all of the properties, books, Contracts and records of the SpinCo Business Company and each Subsidiary and (iiB) furnish to all other information concerning the authorized Representatives Business, results of RMT Parent such additional available information regarding operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the SpinCo Business (Company or copies thereof), any Subsidiary as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted in each case at RMT Parent’s expense, during normal business hoursa reasonable time, under the supervision of GPC’s appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operations operation of the SpinCo Businessbusiness of the Company; (ii) the Company shall maintain the virtual data room established in connection with this Agreement and promptly provide to Parent and its Representatives access thereto; and (iii) the Company shall, upon Parent’s reasonable request, provide to Parent and its Representatives true, correct and complete copies of Tax Returns and other records and workpapers relating to Taxes, in each case of the Company and each Subsidiary in the Company’s or such Subsidiary’s possession; provided, however, that in each case the Company shall not be required to provide such access or documents to the extent it determines that providing such access or documents would (x) violate the terms of any confidentiality agreement or other Contract with a third Person entered into prior to the Agreement Date (provided that the Company shall use its reasonable best efforts to obtain the required consent of such third Person to such access or disclosure); (y) all requests result in the loss of any attorney-client privilege (provided that the Company shall use its reasonable best efforts to allow for such access pursuant to this Section 7.04(a) shall be made or provision of documents in writing and shall be directed to and coordinated with a person manner that does not result in a loss of attorney-client privilege); or persons designated by GPC in writing and (z) RMT Parent violate any Applicable Law (provided that the Company shall not, and shall cause use its Representatives reasonable best efforts to provide such access or make such disclosure in a manner that does not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPCviolate Applicable Law). Notwithstanding anything contained in this Agreement to the contrary in this Agreementcontrary, GPC the Company shall not be required to provide any access or disclose make any information disclosure to RMT Parent or its Representatives if such disclosure could reasonably be expected pursuant to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in this Section 6.2 to the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding extent such access or information pursuant is reasonably pertinent to clauses (A), (B) any Legal Proceeding in respect of which the Company or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT Parent nor any of its Representatives shall be allowed to sample or analyze any soil or groundwater or other environmental mediaAffiliates, on the one hand, and Parent or any building materialof its Affiliates, without on the prior written consent other hand, are adverse parties. With respect to the information disclosed pursuant to this Section 6.2, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of GPCits obligations under the confidentiality letter agreement, which consent dated as of September 21, 2016, by and between the Company and Parent (as may be withheld amended from time to time in accordance with its terms, the sole discretion of GPC“Confidentiality Agreement”).

Access to Information. (a) From the date of this Agreement hereof until the Closing, upon reasonable notice, GPC the Company shall use its reasonable best efforts to (i) afford RMT give Parent and its counsel, financial advisors, auditors and other authorized Representatives representatives (collectively, the "Parent Representatives") reasonable access during normal business hours to the offices, properties and properties, books and records of the SpinCo Business Company and the Subsidiaries, (ii) furnish to Parent and the authorized Parent Representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel and financial advisors to cooperate with Parent in its investigation of RMT Parent such additional available information regarding its business and the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably requestbusiness of the Subsidiaries; provided, provided that (x) any information provided to Parent or the Parent Representatives pursuant to this Section 8.02(a) shall be subject to the Company Confidentiality Agreement and (y) Parent shall inform the Parent Representatives receiving such access information of the terms of the Confidentiality Agreements and shall be responsible for any breach by such Parent Representatives of the Confidentiality Agreements; and provided further that no investigation pursuant to this Section 8.02(a) shall affect any representation or furnishing of information warranty given by W or the Company hereunder. Any investigation pursuant to this Section 8.02(a) shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to interfere unreasonably interfere with the normal operations conduct of the SpinCo Businessbusiness of the Company and the Subsidiaries. Notwithstanding the foregoing, (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 GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any have access to personnel records of the employeesCompany and the Subsidiaries relating to individual performance or evaluation records, customers, distributors medical histories or suppliers other information which in the Company's good faith opinion is sensitive or the disclosure of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent which could subject the Company or any Subsidiary to risk of its Subsidiaries, 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 GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPCliability.

Access to Information. (a) From UTI shall, and shall cause each of its Subsidiaries to, afford to PEC, and to PEC's accountants, counsel, financial advisers and other representatives, reasonable access and permit them to make such inspections as they may reasonably require during the period from the date of this Agreement through the Effective Time to all their respective properties, books, contracts, commitments and records and, during such period, UTI shall, and shall cause each of its Subsidiaries to furnish promptly to PEC (i) access to each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state laws and (ii) all other information concerning UTI, its business, properties and personnel as PEC may reasonably request. UTI shall be entitled to have a representative present at any such inspection. Notwithstanding the foregoing, UTI shall not be obligated to provide any information if UTI shall have been advised by legal counsel that the provision of such information may violate Federal or State antirust laws. Except as required by law, PEC will hold, and will cause its affiliates, associates and representatives to hold, any nonpublic information in confidence until the Closing, upon reasonable notice, GPC such time as such information otherwise becomes publicly available and shall use its reasonable best efforts to (i) afford RMT Parent ensure that such affiliates, associates and its authorized Representatives reasonable access representatives do not disclose such information to others without the officesprior written consent of UTI. In the event of termination of this Agreement for any reason, properties PEC shall promptly return or destroy all nonpublic documents so obtained from UTI and books and records any copies made of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo Business, (y) all requests documents 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 GPC in writing and (z) RMT Parent PEC. PEC shall not, and shall cause its Representatives affiliates, associates and representatives not to, contact use any of the employees, customers, distributors or suppliers of nonpublic information regarding UTI and its Subsidiaries in any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of way detrimental to UTI and its Subsidiaries, 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 GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPC.

Access to Information. From the date hereof until the Effective Time and subject to Applicable Law and (x) the Confidentiality Agreement dated as of June 22, 2023 between the Company and Parent, (y) the Clean Team Agreement dated as of June 23, 2023 between the Company and Parent and (z) the Common Interest and Joint Defense Agreement dated as of July 17, 2023 between the Company and Parent (collectively, (x), (y) and (z) are referred to as the “Confidentiality Agreement”), the Company shall (and shall cause its Subsidiaries to) (or in the case of work papers, shall use its commercially reasonable efforts to), upon reasonable prior written notice (a) From the date of this Agreement until the Closing, upon reasonable notice, GPC shall use its reasonable best efforts to (i) afford RMT provide Parent and its authorized Representatives officers, directors, employees, investment bankers, attorneys, lenders, underwriters, accountants, consultants or other agents, advisors or other representatives (“Representatives”) reasonable access to the officesRepresentatives properties, properties and books and records records, work papers and other documents of the SpinCo Business Company and its Subsidiaries (including existing financial and operating data relating to the Company and its Subsidiaries), in each case consistent with the access provided to Parent and its Representatives during the due diligence investigation conducted by Parent in connection with the transactions contemplated by this Agreement prior to the date hereof and (iib) furnish to the authorized Parent and its Representatives such existing information as such Persons may reasonably request within a reasonable time of RMT Parent such additional available information regarding the SpinCo Business (or request, including copies thereof), as RMT Parent may from time of such existing information. Any investigation pursuant to time reasonably request; provided, that (x) any such access or furnishing of information this Section shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel hours and in such a manner as not to interfere unreasonably interfere with the normal operations conduct of the SpinCo Business, (y) all requests for access pursuant to business of the Company and its Subsidiaries. Notwithstanding anything in this Section 7.04(a6.02 to the contrary: (i) nothing in this Section 6.02 shall be made in writing and shall be directed to and coordinated with a person require the Company or persons designated by GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of its Subsidiaries to (A) make any work papers of its auditors or accountants 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 the employeesCompany and such auditors or accountants or (B) provide any information, customers, distributors documents or suppliers access that would impair (based on the advice of the Company’s outside legal counsel) any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers attorney-client privilege of RMT Parent the Company or any of its Subsidiaries, in connection with or any Representative of the Contemplated Transactions, whether in person or by telephone, mailforegoing, or other means any protection under the work product doctrine or any similar privilege or protection, provided that, with respect to this clause (B), the Company shall use reasonable best efforts to implement appropriate and mutually agreeable measures to permit the disclosure of communication, without any such information in a manner to remove the specific prior written authorization of GPC. Notwithstanding anything basis for the non-disclosure to the contrary in this Agreementgreatest extent possible, GPC shall not be required including by arrangement of appropriate clean room procedures, redaction of text from documents or entry into a customary joint defense agreement with respect to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to so provided; and (Aii) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT Parent nor Company’s or any of its Representatives Subsidiaries’ properties shall be allowed subject to sample or analyze the Company’s reasonable security and insurance measures and shall not include the right to conduct any soil or groundwater environmental testing, sampling or other environmental media, intrusive investigations of any kind. No information or knowledge obtained by Parent in any building material, without investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty made by the prior written consent of GPC, which consent may be withheld in the sole discretion of GPCCompany hereunder.

Access to Information. (a) From the date of this Agreement hereof until the ClosingClosing Date, upon reasonable noticeSeller will, GPC shall use and will cause its reasonable best efforts to Subsidiaries to, (i) afford RMT Parent give Buyer, its Representatives and its authorized Representatives financing sources reasonable access to the offices, properties and properties, books and records of Seller and its Subsidiaries relating to the SpinCo Business and Business, (ii) furnish to Buyer and its Representatives such financial and operating data (including (A) audited annual financial statements with respect to 2005, which shall be furnished as soon as available but in any event no later than February 28, 2006, (B) unaudited quarterly financial statements with respect to the authorized first quarter of 2006, which shall be furnished as soon as available but in any event no later than April 30, 2006 (such annual and quarterly financial statements, collectively, the “Supplemental Financial Statements”) and (C) monthly management reports in a form consistent with the monthly management reports customarily prepared by the Business, each such monthly management report to be furnished as soon as available but in any event no later than 15 days after the end of the applicable month) and other information relating to the Business as such Persons may reasonably request and (iii) instruct the employees, counsel, financial advisors and other Representatives of RMT Parent such additional available information regarding Seller and its Subsidiaries to cooperate with Buyer in its investigation of the SpinCo Business (or copies thereof), as RMT Parent may from time Business. Any investigation pursuant to time reasonably request; provided, that (x) any such access or furnishing of information this Section shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to interfere unreasonably interfere with the normal operations conduct of the SpinCo Businessbusiness of Seller. Notwithstanding the foregoing, (yA) all requests for Buyer shall not have access pursuant (1) to this Section 7.04(a) shall be made in writing and shall be directed personnel records of Seller or its Affiliates relating to and coordinated with a person individual performance or persons designated by GPC in writing and (z) RMT Parent shall notevaluation records, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, in connection with the Contemplated Transactions, whether in person or by telephone, mail, medical histories or other means information which in Seller's good faith opinion is sensitive or the disclosure of communicationwhich could subject Seller or its Affiliates to risk of liability, without the specific prior written authorization (2) for purposes of GPC. Notwithstanding anything conducting any environmental sampling or testing or (3) to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected the extent relating to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, Retained Business and (B) contravene Seller may, unless Buyer cooperates in any Applicable Lawreasonably satisfactory protective arrangement, fiduciary withhold, as and to the extent necessary to avoid contravention or other duty waiver, any document or information the disclosure of which would violate any agreement or (C) any Applicable Law or would result in the loss of protection waiver of any proprietary information legal privilege or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such work-product privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPC.

Access to Information. (a) From Subject to applicable Law, during the period from the date of this Agreement until the Closingearlier of the Effective Time and the termination of this Agreement in accordance with Section 7.1 (the “Pre-Closing Period”) on reasonable advance notice to the Company, upon reasonable noticethe Company shall, GPC and shall use cause its reasonable best efforts to (i) afford RMT Subsidiaries to, promptly provide Parent and its authorized Parent’s Representatives with reasonable access during the Company’s normal business hours to the officesCompany and its Subsidiaries and its personnel, properties and books and records of the SpinCo Business reasonably in connection with strategic and (ii) furnish integration planning, confirmatory due diligence or for other purposes reasonably related to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably requesttransactions contemplated hereby; provided, provided that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel a reasonable time and in such a manner as not to unreasonably interfere with the normal operations operation of the SpinCo Business, (y) all requests for business of the Company or any Company Subsidiary. Any such 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 GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPC. Notwithstanding anything subject to the contrary Company’s reasonable security measures and insurance requirements. Nothing in this Agreement, GPC Agreement shall not be required require the Company to disclose or provide any access or disclose to any information to RMT Parent or the extent that the Company determines in its Representatives if reasonable discretion (after consultation with its outside legal counsel) that such disclosure could reasonably be expected to would (Ai) jeopardize, or result in a loss or waiver of, jeopardize any attorney-client or other legal privilegeprivilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (ii) contravene any applicable Law, fiduciary duty, or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or any of its Affiliates is a party); provided, however, the Company shall inform Parent and Parent’s Representatives as to the general nature of what is being withheld and the Company shall reasonably cooperate to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the foregoing impediments, including through the use of reasonable best efforts to (A) if reasonably requested by the Party requesting the relevant information, obtain the required Consent or waiver of any third party required to provide such information and (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in implement appropriate and mutually agreeable measures to permit the loss disclosure of protection of any proprietary such information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner to remove the basis for the objection, including by arrangement of appropriate clean room procedures, redaction or entry into a customary joint defense agreement with respect to any information to be so provided, if the Parties determine that doing so would not reasonably be expected to jeopardize permit the disclosure of such information without violating applicable Law or jeopardizing such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPC.

Access to Information. (a) From Subject to applicable Law, including any applicable competition, merger control, antitrust or similar Law, or confidentiality obligations owed to third parties, upon reasonable notice each party shall afford to each other party and to Prudential and their respective Affiliates and Representatives, reasonable and prompt access during normal business hours during the date period prior to the Effective Time or the termination of this Agreement until to all its properties, assets, books, contracts, commitments, Representatives and records, and during such period, (x) such party and Prudential shall have the Closingright, upon reasonable noticesubject to the terms of this Section 6.02, GPC to prepare or cause to be prepared surveys, inspections, engineering studies, environmental assessments and other tests, examinations or studies with respect to the Company Properties or the Parent Properties, as the case may be; provided that such party and Prudential may not do any destructive testing of the Company Properties or the Parent Properties, as the case may be, (y) each party shall use provide a monthly review of the revenues, capital spending and performance data of it and its reasonable best efforts Subsidiaries to the other party within 20 days after the end of each such month, and (z) each party shall make available to the other party on a prompt basis (i) afford RMT Parent a copy of each report, schedule, form, statement and its authorized Representatives reasonable access other document filed or received by it during such period pursuant to the officesrequirements of domestic or foreign (whether national, properties and books and records of the SpinCo Business federal, state, provincial, local or otherwise) Laws and (ii) furnish to the authorized Representatives of RMT Parent all other information concerning its business, properties and personnel as such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent party may from time to time reasonably request; provided. In addition, that (x) any such access or furnishing upon reasonable notice the Company and the Company Subsidiaries shall afford to each of information shall be conducted at RMT Parent’s expense, Merger Sub and Prudential and to their respective Affiliates and Representatives, reasonable and prompt access, during normal business hourshours during the period prior to the Effective Time or the termination of this Agreement to tenants at Company Owned Properties. Each of the parties will hold any such information that is non-public in confidence to the extent required by, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with accordance with, the normal operations provisions of the SpinCo Business, confidentiality agreement between the Company and Parent entered into in 2005 (y) all requests for access pursuant the “Confidentiality Agreement”). Any investigation by the parties shall not affect the representations and warranties or the conditions 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 GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any the obligations of the employees, customers, distributors Company or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or informationParent, as applicable, the case may be. Back to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPC.Contents

Access to Information. (a) From the date of this Agreement until the Closing, upon Upon reasonable notice, GPC the Company shall use (and shall cause each of its reasonable best efforts to (isubsidiaries to) afford RMT to officers, employees, counsel, accountants and other authorized representatives of Parent and its authorized Representatives ("Parent's Representatives") reasonable access to the offices, properties and books and records of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expenseaccess, during normal business hourshours throughout the period prior to the Effective Time, under the supervision to its properties, books and records and, during such period, shall (and shall cause each of GPC’s its subsidiaries to) furnish promptly to Parent's Representatives all information concerning its business, properties and personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo Businessmay reasonably be requested, (y) all requests for access provided that no investigation pursuant to this Section 7.04(a) 6.6 shall affect or be deemed to modify any of the representations or warranties made in writing and shall be directed to and coordinated with a person or persons designated by GPC in writing and (z) RMT the Company. Parent shall agrees that it will not, and shall will cause its Parent's Representatives not to, contact use any information obtained pursuant to this Section 6.6 for any purpose unrelated to the consummation of the employeestransactions contemplated by this Agreement. In connection with the foregoing, customersthe Company agrees to use its best efforts to cause the Company's independent accountants to provide their workpapers to Parent, distributors or suppliers subject to the confidentiality provisions of this Section 6.6. Subject to the requirements of law, Parent will keep confidential, and will cause Parent's Representatives to keep confidential, all information and documents obtained pursuant to this Section 6.6 except as otherwise consented to by the Company; provided, however, that Parent shall not be precluded from making any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, disclosure which it deems required by law in connection with the Contemplated Transactions, whether in person Merger. In the event Parent is required to disclose any information or by telephone, mail, or other means of communication, without the specific prior written authorization of GPC. Notwithstanding anything documents pursuant to the contrary in immediately preceding sentence, Parent shall give prompt prior notice of such disclosure to the Company. Upon any termination of this Agreement, GPC shall not be required Parent will collect and deliver to provide any access or disclose any information the Company all documents obtained pursuant to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty this Section 6.6 by it or any agreement or (C) result of Parent's Representatives then in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPC.22

Access to Information. (a) From Between the date hereof and the Effective Time, each of this Agreement until the Closing, upon reasonable notice, GPC shall use its reasonable best efforts to (i) afford RMT Parent parties hereto will give the other party hereto and its their authorized Representatives representatives reasonable access to all its employees, plants, offices, warehouses and other facilities and to all its and its subsidiaries' books and records, will permit the officesother parties hereto to make such inspections as the other parties may reasonably require and will cause its officers and those of its subsidiaries to furnish the other parties with such financial and operating data and other information with respect its and its subsidiaries' business, properties and books and records of personnel as the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent other parties may from time to time reasonably request; provided, provided that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo Business, (y) all requests for access no investigation pursuant to this Section 7.04(a5.6(a) shall affect or be made in writing and shall be directed deemed to and coordinated with a person or persons designated by GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact modify any of the employeesrepresentations or warranties made by any party hereto. (b) Between the date hereof and the Effective Time, customersthe Company shall furnish to AGT and Acquisition (i) within five business days after the delivery thereof to management, distributors such monthly financial statements and data as are regularly prepared for distribution to Company management and (ii) at the earliest time they are available, such quarterly and annual financial statements as are prepared for the Company's SEC filings, which (in the case of this clause (ii)), shall be in accordance with the books and records of the Company. (c) Between the date hereof and the Effective Time, AGT shall furnish to the Company (i) within five business days after the delivery thereof to management, such monthly financial statements and data as are regularly prepared for distribution to AGT management and (ii) at the earliest time they are available, such quarterly and annual financial statements as are prepared for AGT's SEC filings, which (in the case of this clause (ii)), shall be in accordance with the books and records of AGT. (d) Each of AGT and Acquisition will hold and will cause its consultants and advisors to hold in confidence all documents and information concerning the Company and its subsidiaries furnished to AGT or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, Acquisition in connection with the Contemplated Transactions, whether in person or transactions contemplated by telephone, mail, or other means of communication, without the specific prior written authorization of GPC. Notwithstanding anything this Agreement to the contrary in this extent required by that certain confidentiality agreement entered into between the Company and AGT dated November 25, 1997 (the "Confidentiality Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A"), (B) or (C) of this . Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPC5.7.

Access to Information. (a) From the date of this Agreement hereof until the ClosingEffective Time, the Company will, and will cause the Subsidiaries, and each of their respective officers, directors, employees, auditors, counsel, advisors and representatives (collectively, the "Company Representatives") to, provide Parent and the Purchaser and their respective officers, directors, employees, auditors, counsel, advisors and representatives (collectively, the "Parent Representatives") reasonable access (subject, however, to existing confidentiality and similar nondisclosure obligations and the preservation of attorney client and work product privileges), during normal business hours and upon reasonable notice, GPC shall use its reasonable best efforts to (i) afford RMT Parent and its authorized Representatives reasonable access to the officers, employees, agents, properties, offices, properties plants and other facilities and to the books and records of the SpinCo Business Company and (ii) the Subsidiaries, and will permit Parent and the Purchaser to make inspections of such as either of them may reasonably require, and will cause the Company Representatives and the Subsidiaries to furnish Parent, the Purchaser and the Parent Representatives with all financial, operating and other data and information with respect to the authorized Representatives business and operations of RMT the Company and the Subsidiaries as Parent such additional available information regarding and the SpinCo Business (Purchaser, through its officers, employees or copies thereof)agents, as RMT Parent may from time to time reasonably request; providedprovided that nothing in this Section 6.02 shall be deemed to require the Company to make available to Parent or the Purchaser any facilities of, or information or materials with respect to, Hoeganaes to the extent the Company and its advisors determine that (x) to do so would be contrary to its obligations to the minority stockholder of Hoeganaes. Unless otherwise required by Law, Parent and the Purchaser will, and will cause the Parent Representatives to, hold any such access information in confidence until such time as such information otherwise becomes publicly available through no wrongful act of Parent, the Purchaser or furnishing the Parent Representatives. In the event of termination of this Agreement for any reason in accordance with Section 8.01, Parent and the Purchaser will, and will use their reasonable best efforts to cause the Parent Representatives to, return to the Company all copies of written information shall be conducted at RMT Parent’s expense, during normal business hours, under furnished by the supervision Company or any of GPC’s personnel and in the Company Representatives to Parent or the Purchaser or the Parent Representatives (other than such a manner documents as not to unreasonably interfere may have been filed with the normal operations SEC or otherwise be publicly available) and destroy all memoranda, notes and other writings prepared by Parent, the Purchaser or the Parent Representatives based upon or including the information furnished by the Company or any of the SpinCo BusinessCompany Representatives to Parent or the Purchaser or the Parent Representatives (and Parent will certify to the Company that such destruction has occurred). In addition, Parent will comply with the terms of the Confidentiality Agreement (y) all requests for access as hereinafter defined). No investigation pursuant to this Section 7.04(a) 6.02 shall be made affect any representation or warranty in writing and shall be directed this Agreement of any party hereto or any condition to and coordinated with a person or persons designated by GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any the obligations of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPCparties hereto.

Access to Information. (a) From During the date of this Agreement until the ClosingInterim Period and subject to applicable Laws and Section 6.3, upon reasonable noticeBuyer shall be entitled, GPC shall use its reasonable best efforts to (i) afford RMT Parent through itself and its authorized Representatives reasonable Representatives, to have such access to the officesproperties, properties business and operations of the Company Group and the Sterling Company and such examination of the books and records of the SpinCo Business Company Group and (ii) furnish the Sterling Company as it reasonably requests upon reasonable advance written notice in connection with Buyer’s efforts to consummate the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any transactions contemplated by this Agreement. Any such access or furnishing of information and examination shall be conducted at RMT Parent’s expense, during normal regular business hours, hours and under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo Business, (y) all requests for access pursuant to this Section 7.04(a) shall be made in writing reasonable circumstances and shall be directed subject to and coordinated with a person or persons designated by GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPCrestrictions under applicable Law. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC The Sellers shall use their respective commercially reasonable efforts to cause the Representatives of the Company Group and the Sterling Company 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 Company Group, the Sterling Company and their respective Representatives and shall use their commercially reasonable efforts to minimize any disruption to the business. Notwithstanding anything herein to the contrary, (a) no such access or informationexamination shall be permitted to the extent that (i) it would unreasonably disrupt the operations of any member of the Company Group or the Sterling Company, (ii) it would cause significant competitive harm to any member of the Company Group or any of their respective Affiliates if the transactions contemplated by this Agreement are not consummated or (iii) the Company or the Sellers Representative determines that such access or examination could jeopardize any attorney-client privilege or contravene any Law or Contract, (b) nothing in this Section 6.2 shall require cooperation to the extent that it would (y) cause any condition to the Closing set forth in Sections 7.1 or 7.2 to not be satisfied or (z) cause any breach of this Agreement and (c) the Company and the Sellers Representative may elect to limit, or cause any Company Subsidiary to limit, disclosure of any information to certain Persons designated, at the request of the Sellers Representative, as applicable, a “clean team” by Buyer (which Persons must be reasonably acceptable to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary informationthe Sellers Representative). Notwithstanding anything to the contrary in this Agreementcontained herein, neither RMT Parent nor any of its Representatives shall be allowed to sample or analyze any soil or groundwater or other environmental mediaduring the Interim Period, or any building material, (x) without the prior written consent of GPCthe Sellers Representative (which consent shall not be unreasonably withheld, delayed or conditioned), Buyer shall not, and shall cause its Representatives and Affiliates not to, contact any suppliers, customers, independent contractors, landlords, lessors, banks, in each case, of any member of the Company Group or any other Person with whom any member of the Company Group have or have had a business relationship, other than in the ordinary course of business of Buyer or any of its Affiliates with respect to matters not involving the Sellers or the Company Group, this Agreement or the transactions contemplated hereby; provided, that the Company and the Sellers shall have the right to have one or more their respective Representatives present during any such contact in the event that it consents to such contact, and (y) Buyer shall not have any right to perform invasive or subsurface investigations of the properties or facilities of the Company Group without the prior written consent of the Company (which consent may be withheld for any or no reason). No member of the Company Group or the Sterling Company makes any representation or warranty as to the accuracy or completeness of any information provided (if any) pursuant to this Section 6.2, and Buyer acknowledges that it may not rely on the accuracy or completeness of any such information, in each case other than as expressly set forth in the sole discretion representations and warranties made by the Sellers or the Company contained in Article 3 or Article 4; provided that no investigation pursuant to this Section 6.2 by Buyer or its Representatives shall be deemed to modify any of GPCthe representations and warranties made by the Company or the Sellers contained in Article 3 or Article 4. Any information obtained shall be subject to the Confidentiality Agreement.

Access to Information. (a) From the date of this Agreement hereof until the ClosingEffective Time, upon reasonable notice, GPC shall use the Company will (and will cause its reasonable best efforts to Subsidiaries to) (i) afford RMT Parent give Buyer, its counsel, financial advisors, Debt Financing Sources, auditors and its other authorized Representatives reasonable access to the employees, offices, properties and representatives, properties, assets, books and records of the SpinCo Business Acquired Companies and (ii) furnish to Buyer, and its counsel, financial advisors, Debt Financing Sources, auditors and other authorized representatives, such financial, tax and operating data and other information relating to the authorized Representatives Company or each of RMT Parent its Subsidiaries as such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent Persons may from time to time reasonably request; provided, however, that (x) any such access or furnishing of information shall will be conducted at RMT ParentBuyer’s expense, during normal business hours, under the supervision of GPCthe Company’s personnel and in such a manner as that does not to unreasonably or materially interfere with the normal operations business of the SpinCo 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 GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPCAcquired Companies. Notwithstanding anything to the contrary set forth in this Agreement, GPC shall (A) no such Person will have access (x) to personnel records of the Company and any of its Subsidiaries relating to individual performance or evaluation records, medical histories or other information which in the Company’s good faith opinion the disclosure of which would reasonably be expected to expose any Acquired Company to material liability or (y) for purposes of conducting any invasive environmental sampling or testing, and (B) the Company will not be required to provide any access disclose to Buyer or disclose its counsel, financial advisors, auditors and other authorized Representatives any information if doing so (x) would violate any contract or Applicable Law to RMT Parent which any Acquired Company is a party or its Representatives if such disclosure could reasonably be expected to is subject or (Ay) jeopardize, or it believes in good faith based on advice of counsel would result in a loss or waiver of, any of the ability to successfully assert a claim of privilege (including the attorney-client or other legal privilegeand work product privileges) (except that, (B) contravene prior to withholding any Applicable Lawsuch information, fiduciary or other duty or any agreement or (C) result the Company shall notify Buyer in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent writing of the fact nature of the information being withheld and use reasonable best efforts to take any actions as may reasonably be requested by Buyer to implement alternate arrangements (including entering into confidentiality agreements or joint defense agreements, obtaining the consent of third parties, redacting parts of documents or preparing “clean” summaries of information) in order to allow Buyer access to such information to the fullest extent reasonably practicable under the circumstances). Buyer hereby acknowledges and agrees that it is withholding such all information and access or information pursuant provided hereunder shall be subject to clauses the terms and conditions of that certain Confidentiality Agreement, dated as of August 20, 2021, by and between American Securities LLC and the Issuer (A), (B) or (C) of this Section 7.04(athe “Confidentiality Agreement”) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss Buyer will abide by the terms of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPCConfidentiality Agreement with respect thereto.

Access to Information. (a) From During the date of this Agreement until the ClosingPre-Closing Period, upon reasonable notice, GPC the Company shall use its reasonable best efforts provide, or cause to (i) afford RMT Parent be provided, to 7 GC and its authorized Representatives during normal business hours reasonable access to all of the officesemployees, properties properties, Contracts, and books and records of the SpinCo Business and Group Companies (ii) furnish in a manner so as to not interfere with the authorized Representatives normal business operations of RMT Parent such additional available information regarding the SpinCo Business (or copies thereofGroup Companies), as RMT Parent may from time to time reasonably request; provided, that (xi) any such access or furnishing may be limited by the Group Companies in response to COVID-19 Changes to the extent reasonably necessary in order to comply with any applicable COVID-19 Measures, and (ii) prior to the closing of information the Hyros Acquisition, such access in respect of Hyros shall only be conducted at RMT Parent’s expense, during normal business hours, required to be provided to the extent the Company has such right to provide such access under the supervision of GPC’s personnel and Hyros Merger Agreement; provided, further, in such a manner as not to unreasonably interfere with each case that the normal operations of the SpinCo 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 GPC in writing and (z) RMT Parent shall notCompany shall, and shall cause its Representatives not the other Group Companies to, contact any use reasonable best efforts to provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed). All of such information shall be treated as “Confidential Information” (or the applicable equivalent term) pursuant to the terms of the employeesConfidentiality Agreement, customersthe provisions of which are by this reference hereby incorporated herein. Notwithstanding the foregoing, distributors or suppliers none of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent the Group Companies shall be required to disclose to 7 GC or any of its Subsidiaries, 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 GPC. Notwithstanding anything Representatives any information (i) if and to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to extent doing so (A) jeopardizewould violate any applicable Law, or (B) could, as reasonably determined upon the advice of outside legal counsel, result in a the loss or waiver of, of the ability to successfully assert any attorney-client or work product privilege (provided, that, in case of each of (A) and (B), the Company shall, and shall cause the other legal Group Companies to, use reasonable best efforts to provide (x) such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) or (y) such information in a manner without violating such privilege, Contract or Law), or (Bii) contravene if any Applicable LawGroup Company, fiduciary or other duty on the one hand, and 7GC or any agreement of its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided, that the Company shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis, or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPC.

Access to Information. (a) From Subject to compliance with applicable Laws and Orders and the date terms of this Agreement until the Closingany existing Contracts, upon reasonable notice, GPC shall use its reasonable best efforts to (i) afford RMT Parent and its authorized Representatives reasonable access to the offices, properties and books and records of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo 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 GPC in writing and (z) RMT Parent shall noteach Party shall, and shall cause its Representatives not respective wholly-owned Subsidiaries to, contact any afford to the other Parties and their respective Representatives, until the earlier of the employeesClosing or the termination of this Agreement in accordance with its terms, customerscontinuing access to the other parties’ virtual data rooms, distributors or suppliers and reasonable access, during normal business hours and upon reasonable notice, to its businesses, properties, books and records and such other data and information as a Party may reasonably request, as well as to the other Party’s and its wholly-owned Subsidiaries’ personnel, subject, however, to such access not interfering with the ordinary conduct of its businesses. Subject to compliance with applicable Laws and Orders and such requests not materially interfering with the ordinary conduct of the business of a Party and its wholly-owned Subsidiaries, the Company will also make available to the Parties and their Representatives all other information reasonably requested by Parent; provided, that if the terms of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary Order or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC Contract shall give notice limit a Party’s right to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC 5.1, the disclosing Party shall use their respective its commercially reasonable efforts to cause (a) obtain any consents from a third party to provide such access or information, information or (b) develop an alternative to providing such access or information to a Party so as applicable, to be provided, address such lack of access or made available, information in a manner reasonably acceptable to the receiving Party. Without limiting the generality of the provisions of the Non-Disclosure Agreement, each of the Parties acknowledges that would not reasonably be expected all information provided to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreementit under this Section 5.1, or result otherwise pursuant to this Agreement or in any loss of such protection of proprietary information. Notwithstanding anything connection with the transactions contemplated hereby, is subject to the contrary Non-Disclosure Agreement, which will remain in full force and effect notwithstanding any other provision of this Agreement or any termination of this Agreement. If any provision of this Agreement otherwise conflicts or is inconsistent with any provision of the Non-Disclosure Agreement, neither RMT Parent nor any the provisions of its Representatives shall be allowed this Agreement will supersede those of the Non-Disclosure Agreement but only to sample the extent of the conflict or analyze any soil or groundwater or inconsistency and all other environmental media, or any building material, without provisions of the prior written consent of GPC, which consent may be withheld Non-Disclosure Agreement will remain in the sole discretion of GPCfull force and effect.

Access to Information. (a) From the date hereof until the earlier of the Closing and the termination of this Agreement in accordance with Section 9.01 and subject to Applicable Law and the Non-Disclosure Agreement dated as of September 18, 2015, as amended on September 30, 2015, between MCK, Blackstone Management Partners L.L.C., Emdeon, Inc. and Xxxxxxx & Xxxxxxxx Advisors LLC (the “Confidentiality Agreement”), which shall remain in effect until the ClosingClosing or termination of this Agreement, upon reasonable noticeeach of MCK and Echo Holdco shall, GPC The Registrant has requested confidential treatment of this draft registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. and shall use its reasonable best efforts to cause their respective Subsidiaries to, (i) afford RMT Parent give to the other Parties hereto (and its authorized Representatives their respective Representatives) reasonable access to the offices, properties and properties, books and records of the SpinCo Business and applicable Contributed Business; (ii) furnish to the authorized Representatives other Parties hereto (and their respective Representatives) such financial and operating data and other information relating to the Contributed Business as may be reasonably requested and (iii) instruct the employees, counsel and financial advisors of RMT Parent such additional available information regarding the SpinCo Contributed Business (or copies thereof)to reasonably cooperate with the other Parties hereto in their investigation of the Contributed Business, as RMT Parent may from time to time reasonably request; provided, however, that (xA) any Echo Holdco and MCK shall not be required to permit such access to the extent that such access would reasonably be likely to interfere unreasonably with the Contributed Business or furnishing otherwise result in any unreasonable interference with the prompt and timely discharge by such employees of their normal duties and (B) Echo Holdco and MCK shall not be required to permit disclosure to the extent that such disclosure would reasonably likely to (I) result in the loss of the protection of any attorney-client privilege, work product doctrine or other legal privilege or (II) violate any Applicable Law; provided that, with respect to clause (B) above, the Party withholding such information shall (i) (if permitted by Applicable Law) provide notice to the other Party that such information is being withheld pursuant to such Applicable Law or privilege if such notice can, in the good faith discretion of the withholding Party, be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and provided in a manner that would not result in such loss or violation and (ii) use commercially reasonable efforts to disclose such documents and information in a manner as that would not to unreasonably interfere with the normal operations of the SpinCo Businessresult in such loss or violation; and provided, (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 GPC in writing and (z) RMT Parent shall notfurther, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPC. Notwithstanding notwithstanding anything to the contrary in this Agreement, GPC in no event shall not any Party or any of its respective Affiliates be required entitled to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardizerelating to, or result in a loss or waiver copy of, any attorney-client consolidated, combined, affiliated or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty unitary Tax Return that includes MCK or any agreement or of its Affiliates (C) result in other than pro forma information relating only to the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (ACore MTS Business), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary contained herein, in the event that there is any pending dispute between Echo Parties, on the one hand, and MCK or its Subsidiaries, on the other hand, no party shall be required to grant access or disclosure pursuant to this Section 5.05 in respect of such Dispute and any such access and disclosure in respect of such dispute shall be subject to the applicable discovery rules. For the avoidance of doubt, notwithstanding Sections 5.06 and 5.09, the Parties acknowledge that BX and H&F and their Affiliates may provide non-public information about this Agreement, neither RMT Parent nor the Transactions and the Company to their existing and potential limited partners, members and other investors; provided that BX and H&F shall not provide any non-public financial information or competitively or strategically sensitive information about the Company or any of its Representatives Subsidiaries to (a) any limited partner that is not subject to customary confidentiality and non-use restrictions with respect to such information (subject to customary exceptions) or (b) to any other Person in the course of investing or fundraising activities that is not subject to customary confidentiality and non-use restrictions with respect to such information (subject to customary exceptions) and, in any of either (a) or (b), any non-public financial information shall be allowed limited to sample BX’s and H&F’s valuation of the Company and its Subsidiaries without providing underlying forecasted financial data or analyze trends; provided that BX shall be permitted to disclose underlying forecasted financial data or trends to the two co-investors in Echo Holdco and Echo who have entered into confidentiality agreements which are reasonably acceptable to MCK; provided, further, that in any soil or groundwater or other environmental mediacase BX shall provide prompt written notice of such disclosure to MCK. For the avoidance of doubt, or any building material, without the prior written consent of GPC, which consent may be withheld in the sole discretion event of GPCany conflict between the Confidentiality Agreement and this Agreement, the terms of this Agreement shall control. The Registrant has requested confidential treatment of this draft registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

Access to Information. (a) From Subject to applicable Law, the date of this Agreement until the ClosingCompany will provide and will cause its Subsidiaries and its and their respective Representatives to provide Parent and Merger Sub and their respective authorized Representatives, during normal business hours and upon reasonable noticeadvance notice (i) such access to the offices, GPC properties, books and records of the Company and such Subsidiaries (so long as such access does not unreasonably interfere with the operations of the Company) as Parent or Merger Sub reasonably may request and (ii) all documents that Parent or Merger Sub reasonably may request. Notwithstanding the foregoing, Parent, Merger Sub and their Representatives shall not have access to any books, records, documents and other information (i) to the extent that such books, records, documents or other information are subject to the terms of a confidentiality agreement with a third party (provided that the Company shall use its reasonable best efforts to (i) afford RMT Parent and its authorized Representatives obtain waivers under such agreements or implement requisite procedures to enable reasonable access to the officeswithout violating such agreement), properties and books and records of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding extent that the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo 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 GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) thereof would result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; attorney-client privilege, (iii) to the extent required by applicable Law (provided that GPC the Company shall give notice use its reasonable best efforts to RMT Parent enable the provision of the fact that it is withholding reasonable access without violating such access or information pursuant to clauses (A), (Blaw) or (Civ) to the extent relating to pricing or other matters that are highly sensitive if the exchange of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access books, records, documents or informationother information (or portions thereof), as applicablereasonably determined by the Company’s counsel, would be reasonably likely to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to antitrust difficulties for the contrary in this Agreement, neither RMT Parent nor Company (or any of its Representatives Affiliates). The parties will make appropriate substitute arrangements under circumstances in which the restrictions of the preceding sentence apply. All information exchanged pursuant to this Section 7.3(a) shall be allowed subject to sample or analyze any soil or groundwater or other environmental media, or any building material, without the prior written consent of GPC, which consent may be withheld in Confidentiality Agreements and the sole discretion of GPCSterling Confidentiality Agreement.

Access to Information. Consistent with applicable Law, the Company shall afford Parent and its accountants, counsel and other representatives, reasonable access (aduring normal business hours and with reasonable advance notice) From during the period from the date of this Agreement until and prior to the Closing, upon reasonable notice, GPC shall use its reasonable best efforts Effective Time to (ia) afford RMT Parent and its authorized Representatives reasonable access to all of the officesproperties, properties and books books, contracts, commitments and records of the SpinCo Business Company, (b) all other information concerning the business, properties and personnel (subject to restrictions imposed by applicable Law) of the Company as Parent may reasonably request, and (c) to the extent reasonably necessary or useful pursuant to or in furtherance of a plan of integration, the current Company Employees; provided, however, that nothing will require the Company to permit such access to the extent it would (i) require the Company or any of its subsidiaries, as determined in good faith by the Company, to disclose information subject to attorney-client privilege or that would conflict with confidentiality obligations of the Company or any of its subsidiaries under any Contract, or (ii) furnish violate applicable Law; provided further, however, that Parent and the Company each agree to use all reasonable efforts to establish a process that, through use of steps such as targeted redactions, provision of information to counsel to review and summarize for Parent or use of a ‘clean room’ environment for analysis and review of information by joint integration teams in coordination with counsel and the Company, will provide Parent with timely access to the authorized Representatives fullest extent possible to the substance of RMT Parent such additional available the information regarding described in this Section 5.2 in a manner that allows the SpinCo Business (Company to comply with applicable Law and confidentiality obligations or copies thereof)preserve the Company’s attorney-client privilege, as RMT the case may be. The Company agrees to provide to Parent and its accountants, counsel and other representatives copies of internal financial statements (including Tax Returns and supporting documentation) that are in the possession of the Company or its subsidiaries promptly upon any reasonable request and to use all reasonable efforts to provide Parent and its accountants, counsel and other representatives such other internal financial statements (including Tax Returns and supporting documentation) as Parent may from time to time reasonably request; provided, that (x) . No information or knowledge obtained in any such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo Business, (y) all requests for access investigation pursuant to this Section 7.04(a) 5.2 or otherwise shall affect or be made in writing and shall be directed deemed to and coordinated with a person modify any representation or persons designated by GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any warranty contained herein or the conditions to the obligations of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, parties to consummate the Merger in connection accordance with the Contemplated Transactions, whether in person or by telephone, mail, or other means of communication, without the specific prior written authorization of GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) terms and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPCprovisions hereof.

Access to Information. (a) From the date of this Agreement until the Closing, upon Upon reasonable notice, GPC the Company shall use (and shall cause each of its reasonable best efforts to (iSubsidiaries to) afford RMT Parent to officers, employees, counsel, accountants and its authorized Representatives reasonable access to the offices, properties and books and records of the SpinCo Business and (ii) furnish to the other authorized Representatives of RMT Parent such additional available information regarding Parent, in order to evaluate the SpinCo Business (or copies thereof)transactions contemplated by this Agreement, as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expensereasonable access, during normal business hourshours and upon reasonable notice throughout the period prior to the Effective Time, under the supervision of GPC’s personnel to its properties, books and in records and, during such a manner as not to unreasonably interfere with the normal operations of the SpinCo Businessperiod, shall (y) all requests for access pursuant to this Section 7.04(a) shall be made in writing and shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information concerning its business, properties and personnel as may reasonably be directed requested; provided, however, that the Company may restrict the foregoing access and information to and coordinated with the extent that (i) applicable Laws require the Company or any of its Subsidiaries to restrict or prohibit access to any such properties, books, records or information or (ii) the information is subject to confidentiality obligations to a person or persons designated by GPC in writing and (z) RMT third party. Parent shall agrees that it will not, and shall will cause its Representatives not to, contact use any information obtained pursuant to this Section 6.5 for any competitive or other purpose unrelated to the consummation of the transactions contemplated by this Agreement. The Confidentiality Agreement, dated November 7, 2005 (the "Thilmany Confidentiality Agreement"), by and between the Company and Xxxxxx, and the Confidentiality Agreement, dated January 24, 2006 (the "Packaging Dynamics Confidentiality Agreement", together with the Thilmany Confidentiality Agreement, the "Confidentiality Agreements") xxxxx xpply with respect to information furnished by the parties hereunder, their Subsidiaries and their officers, employees, customerscounsel, distributors or suppliers of any GPC Entityaccountants and other authorized representatives hereunder; provided, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of and its Subsidiaries, Representatives shall be permitted to disclose information as necessary and consistent with customary practice in connection with the Contemplated TransactionsDebt Financing so long as the parties who receive such information are informed of the confidential nature of the information or upon the prior consent of the Company, whether which consent shall not be unreasonably withheld or delayed. The parties acknowledge that the Confidentiality Agreements shall remain in person full force and effect until the Closing. No investigation by Parent shall diminish or by telephoneobviate any of the representations, mailwarranties, covenants or other means agreements of communication, without the specific prior written authorization of GPC. Notwithstanding anything to the contrary Company contained in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPC.

Access to Information. (ai) From Between the date of this Agreement until and the ClosingEffective Time, upon reasonable notice, GPC shall use its reasonable best efforts to (i) afford RMT Parent the Company will give DLB and its authorized Representatives representatives at all reasonable times access to the all drilling rigs, offices, properties warehouses, shops, storage yards and other facilities and to all its books and records records, will permit DLB to make such inspections as it may require and will cause its officers to furnish DLB with such financial and operating data and other information with respect to the business and properties of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), Company as RMT Parent DLB may from time to time reasonably request; providedrequest in its due diligence investigation. (ii) DLB and ADI and their affiliates will each hold and will each cause its respective employees, representatives, consultants and advisors to hold in strict confidence, unless compelled to disclose by judicial or administrative process, or, in the opinion of its counsel, by other requirements of law, all documents and information concerning the Company furnished to DLB or ADI or their affiliates in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (xa) previously known by DLB or ADI, (b) in the public domain through no fault of DLB or ADI or their affiliates, or (c) later lawfully acquired by DLB or ADI from other sources unless DLB and ADI knew such information was obtained in violation of an agreement of confidentiality) and will not release or disclose such information to any other person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement (it being understood that such access or furnishing of information persons shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations informed by DLB or ADI of the SpinCo Business, (y) all requests for access pursuant to this Section 7.04(a) shall be made in writing confidential nature of such information and shall be directed by DLB or ADI to and coordinated with a person treat such information confidentially). If the transactions contemplated by this Agreement are not consummated, such confidence shall be maintained except to the extent such information comes into the public domain under requirements of law or persons designated through no fault of DLB or ADI or their affiliates and, if requested by GPC in writing and (z) RMT Parent shall notthe Company, and shall cause its Representatives not to, contact any DLB or ADI will destroy or return to the Company all copies of written information furnished by the employees, customers, distributors Company to DLB or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, in connection with the Contemplated Transactions, whether in person or by telephone, mailADI, or other means of communicationtheir affiliates, without the specific prior written authorization of GPCagents, representatives or advisors. Notwithstanding anything to the contrary in this Agreement, GPC If DLB or ADI shall not be required to provide make disclosure of any access such information by operation of law, DLB or disclose any information to RMT Parent or its Representatives if ADI shall give the Company prior notice of the making of such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially all reasonable efforts to cause such access or information, as applicable, afford the Company an opportunity to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss contest the making of such protection of proprietary informationdisclosure. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPC6.6.

Access to Information. (a) From During the period from the date hereof to the earlier of this Agreement until termination hereof in accordance with Article VII and the ClosingEffective Time, the Company shall, and shall cause each of its Subsidiaries to, upon reasonable notice, GPC shall use its reasonable best efforts notice and subject to (i) afford RMT Parent and its authorized Representatives reasonable access applicable Laws relating to the officesexchange of information, properties and books and records of the SpinCo Business and (ii) furnish afford to the authorized Representatives officers, employees and agents and representatives, including any investment banker, financial advisor, attorney, accountant or other advisor, agent, representative, intermediary or affiliate retained in connection with the transactions contemplated by this Agreement (collectively as to each party, its “Representatives”) of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expensereasonable access, during normal business hours, under the supervision of GPC’s personnel and upon reasonable prior written notice, to all its properties, books, Contracts, commitments and records, and to its officers, employees and Representatives, in such each case in a manner as not unreasonably disruptive to unreasonably interfere with the normal operations operation of the SpinCo Businessbusiness of the Company and its Subsidiaries, (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 GPC in writing and (z) RMT Parent shall notand, during such period, the Company shall, and shall cause its Representatives not Subsidiaries to, contact any make available to Parent (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to applicable Laws and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request; provided, however, that the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPC. Notwithstanding anything to the contrary in this Agreement, GPC Company shall not be required to provide any such access or disclose any furnish such information to RMT Parent or its Representatives updates if such disclosure could the Company in good faith reasonably be expected to believes that doing so would (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (Cx) result in the loss of protection of attorney-client privilege, (y) breach or violate any proprietary information applicable Law, or trade secrets of (z) violate any GPC Entityconfidentiality obligation (existing on the date hereof) with respect to such information; provided provided, further, that GPC shall give notice the parties agree to RMT Parent of the fact that it is withholding collaborate in good faith to make alternative arrangements to allow for such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, disclosure in a manner that would does not reasonably be expected to jeopardize such privilegeresult in the events set out in clauses (x), contravene such Applicable Law, fiduciary (y) or other duty or agreement(z) above. The Company shall produce, or result in cause to be produced, a report setting forth the anticipated working capital and available cash of the Company and its Subsidiaries as of the Closing Date, which such report the Company shall deliver to Parent at least five (5) Business Days prior to the Closing. The Company shall keep Parent reasonably informed and shall provide any loss information reasonably requested by Parent with respect to the launch of such protection the product lines set forth on Section 5.2(a) of proprietary informationthe Company Disclosure Schedule. No investigation by Parent or the Company, and its Representatives, shall constitute a waiver of or otherwise affect the representations, warranties, covenants or agreements of the Company or Parent, respectively, set forth herein or otherwise affect any condition to the obligations of the parties hereto under this Agreement. Notwithstanding anything to the contrary foregoing, nothing in this Agreement, neither RMT Section 5.2(a) shall have the effect of expanding the information rights of Parent nor any of its Representatives shall be allowed with respect to sample or analyze any soil or groundwater or other environmental media, or any building material, without the prior written consent of GPC, which consent may be withheld in the sole discretion of GPCa Company Acquisition Proposal (including under Section 5.4(d)).

Access to Information. (a) From the date of this Agreement until the ClosingThe Company will provide Parent and Parent’s counsel, accountants and other representatives and agents with reasonable access, upon reasonable noticeprior notice and during normal business hours, GPC shall use its reasonable best efforts to (i) afford RMT Parent and its authorized Representatives reasonable access to the officesfacilities, properties properties, officers, directors, district managers, senior MIS personnel, MIS consultants and vendors, accountants, assets, books and records of the SpinCo Business Company and (i) Parent shall have the right, subject to the terms of this Section 6.1, to prepare or cause to be prepared surveys, inspections, engineering studies, environmental assessments and other tests, examinations or studies with respect to the Company Properties; provided that (A) Parent indemnifies the Company for any losses, costs or damages associated with any such items or caused during any period as a result of Parent’s access, (B) the Company receives copies of all such items, and (C) Parent may not do any invasive or destructive testing of the Company Properties, (ii) furnish Parent shall have the right, upon prior notice and during normal business hours, to provide employees of the Company with information; provided that (A) Parent first coordinates the distribution of such information to the authorized Representatives Company employees with the Company, (B) provides the Company copies of RMT all materials to be provided to employees of the Company, and (C) provides the Company with a reasonable opportunity to review such materials, (iii) the Company shall provide Parent with a monthly review of the unaudited revenues, capital spending and performance data of the Company and the Company Subsidiaries within 20 days after the end of each such additional available month on a property by property basis, and (iv) the Company will furnish Parent with such financial and operating data and other information regarding with respect to the SpinCo Business (business, personnel and properties of the Company or copies thereof), the transactions contemplated hereby as RMT Parent may shall from time to time reasonably request; provided, however, that such investigation (xa) any such access or furnishing of information shall be conducted at RMT Parent’s expenseupon reasonable prior notice with a representative of the Company present, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to interfere unreasonably interfere with the normal operations operation of the SpinCo Businessbusiness of the Company, (y) all requests for access pursuant to this Section 7.04(ab) shall be made not include speaking with employees (other than district managers in writing and shall be directed to and coordinated with a person or persons designated by GPC in writing and (z) RMT Parent shall notthe manner provided above), and shall cause its Representatives not to, contact any of the employees, customers, distributors customers or suppliers of any GPC Entity, the Company without the prior consent of the Company (other than any to the extent such customers, distributors customers or suppliers that are also customers, distributors customers of or suppliers of RMT to Parent or any of its Subsidiaries, ); provided further that the Company shall provide reasonable assistance and cooperation to Parent in connection with integration planning and transition activities (including access to accounting, MIS, and other systems) and access to employees as reasonably necessary in connection therewith; provided that such access shall be coordinated with the Contemplated TransactionsCompany and conducted in such manner as not to interfere unreasonably with the operation of the business of the Company, whether in person or by telephone, mail, or other means and (c) neither the Company nor any of communication, without the specific prior written authorization of GPC. Notwithstanding anything to the contrary in this Agreement, GPC its Subsidiaries shall not be required to provide any access to or to disclose information where such access or disclose disclosure would violate the rights of any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardizePerson with which it has a business relationship, or result in constitute a loss or waiver of, any of the attorney-client privilege or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPCLegal Requirement.

Access to Information. (a) From Prior to the date closing, NET and its representatives may make such investigation of this Agreement until the Closingproperty, assets and businesses of the Business as they may desire, and the Company shall give to NET and to its counsel, accountants and other representatives, upon reasonable notice, GPC shall use its reasonable best efforts to (i) afford RMT Parent and its authorized Representatives reasonable access to the offices, properties and books and records of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expensefull access, during normal business hourshours throughout the period prior to the closing, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations all of the SpinCo Businessassets, (y) books, commitments, agreements, records and files of the Company relating to the Company and the Company shall furnish to NET during that period all requests for access pursuant to this Section 7.04(a) documents and copies of documents and information concerning the Company as NET reasonably may request. NET shall be made in writing and shall be directed to and coordinated with a person or persons designated by GPC in writing and (z) RMT Parent shall nothold, and shall cause its Representatives representatives to hold, all such information and documents and all other information and documents delivered pursuant to this agreement confidential and, if the purchase and sale contemplated by this agreement is not toconsummated for any reason, contact shall return to the Company all such information and documents and any of the employeescopies as soon as practicable, customers, distributors or suppliers of and shall not disclose any GPC Entity, such information (that has not previously been disclosed by a party other than NET) to any such customersthird party, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be unless required to provide any access do so pursuant to an order under applicable laws and regulations or disclose any information pursuant to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client subpoena or other legal privilegeprocess. NET's confidentiality obligations under this section shall survive the termination of this agreement. Prior to the closing, the Company and its representatives may make such reasonable investigation of the financial condition and business of NET as they may desire, and NET shall give to the Company and to its counsel and representatives, upon reasonable notice, reasonable access during normal business hours throughout the period prior to the closing to the books and records of NET. The Company shall hold, and shall cause its representatives to hold, all such information and documents and all other information and documents delivered pursuant to this agreement confidential and, if the purchase and sale contemplated by this agreement is not consummated for any reason, shall return to NET all such information and documents and any copies as soon as practicable, and shall not disclose any such information (Bthat has not previously been disclosed by a party other than the Company) contravene to any Applicable Lawthird party, fiduciary unless required to do so pursuant to an order under applicable laws and regulations or pursuant to a subpoena or other duty or any agreement or (C) result in legal process. The Company's confidentiality obligations under this section shall survive the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) termination of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPC.

Access to Information. (a) From the date of this Agreement until the Closing, upon Upon reasonable notice, GPC Landmark and Parent shall use its reasonable best efforts to each (iand shall cause each of their respective Subsidiaries to) afford RMT Parent to the officers, employees, accountants, counsel and its authorized Representatives other representatives of the other, reasonable access during normal business hours during the period from the date hereof to the officesEffective Time of the Merger, to all of its properties, books, Contracts, commitments and records, and during such period, each of Landmark and Parent shall (and shall cause each of their respective Subsidiaries to) furnish promptly to the other all information concerning its business, properties and books and records of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent personnel as such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent other party may from time to time reasonably request; provided, however, that (x) notwithstanding the foregoing provisions of this Section 7.4 or any such access or furnishing other provision of information this Agreement, neither Landmark nor Parent shall be conducted at RMT required to provide to the other party any information that is subject to a confidentiality agreement and that relates primarily to a party other than Landmark, Parent or any Subsidiary or former Subsidiary of Landmark or Parent’s expense, during normal business hoursbut shall identify to the other party the type of document and counter party. Each of Landmark and Parent agrees that it will not, under the supervision of GPC’s personnel and in such a manner as it will cause its respective representatives not to unreasonably interfere with the normal operations of the SpinCo Businessto, (y) all requests for access use any information obtained pursuant to this Section 7.04(a) shall be made in writing and shall be directed 7.4 for any purpose unrelated to and coordinated with a person or persons designated by GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any the consummation of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, in connection with the Contemplated Transactions, whether in person or transactions contemplated by telephone, mail, or other means of communication, without the specific prior written authorization of GPC. Notwithstanding anything to the contrary in this Agreement. The Confidentiality Agreement dated August 21, GPC 2002 (the “Confidentiality Agreement”), by and between Landmark and Parent, shall apply with respect to information furnished by Landmark, Parent and their respective Subsidiaries and representatives thereunder or hereunder and any other activities contemplated thereby. The parties agree that this Agreement and the transactions contemplated hereby shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in constitute a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result violation of the Confidentiality Agreement and that the provisions hereof shall supersede all provisions of the Confidentiality Agreement in the loss event of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this a conflict.Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPC7.5.

Access to Information. (a) From the date of this Agreement hereof until the ClosingEffective Time and subject to Applicable Law and the Confidentiality Agreement, upon reasonable notice, GPC the Company and Parent shall use its reasonable best efforts to (i) afford RMT Parent upon reasonable advance notice, give to the other party, its counsel, financial advisors, auditors and its other authorized Representatives representatives reasonable access during regular business hours to the offices, properties and properties, books and records of such party (except that neither party shall conduct any environmental sampling or analysis without the SpinCo Business advance written consent of the other party, which may be withheld in such other party’s sole discretion, and without executing a customary access and indemnity agreement in respect thereto), (ii) furnish to the other party, its counsel, financial advisors, auditors and other authorized Representatives of RMT Parent representatives such additional available financial and operating data and other information regarding as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably requestother party in its investigation; provided, however, that (x) any such the each party may restrict the foregoing access or furnishing and the disclosure of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo 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 GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPC. Notwithstanding anything 8.06 to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to extent that (A) jeopardize, or result in a loss or waiver ofthe reasonable good faith judgment of such party, any attorney-client Applicable Law requires such party or other legal privilegeits Subsidiaries to restrict or prohibit access to any such properties or information, (B) contravene any Applicable Lawin the reasonable good faith judgment of such party, fiduciary or other duty or any agreement the information is subject to confidentiality obligations to a Third Party or (C) disclosure of any such information or document would result in the loss of protection of any proprietary information or trade secrets of any GPC Entityattorney-client privilege; provided , further , that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant with respect to clauses (A), (B) or through (C) of this Section 7.04(a) and thereafter RMT 8.06, Parent and GPC or the Company, as applicable, shall use their respective its commercially reasonable efforts to cause (1) obtain the required consent of any such Third Party to provide such access or informationdisclosure, (2) develop an alternative to providing such information so as applicableto address such matters that is reasonably acceptable to Parent and the Company and (3) in the case of clauses (A) and (C), to be provided, enter into a joint defense agreement or made available, in a manner implement such other techniques if the parties determine that doing so would not reasonably be expected to jeopardize permit the disclosure of such information without violating Applicable Law or jeopardizing such privilege, contravene . Any investigation pursuant to this Section shall be conducted in such Applicable Law, fiduciary manner as not to interfere unreasonably with the conduct of the business of the other party. No information or other duty or agreement, or result knowledge obtained in any loss of such protection of proprietary information. Notwithstanding anything investigation pursuant to the contrary in this Agreement, neither RMT Parent nor Section shall affect or be deemed to modify any of its Representatives shall be allowed to sample representation or analyze warranty made by any soil or groundwater or other environmental media, or any building material, without the prior written consent of GPC, which consent may be withheld in the sole discretion of GPCparty hereunder.

Access to Information. (a) From the date of this Agreement until the Closing, upon Upon reasonable notice, GPC the Company and CFW shall use each (and shall cause each of their respective subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives of the other, reasonable access during normal business hours during the period from the date hereof to the Effective Time of the Merger, to all of its reasonable best efforts properties, books, contracts, commitments and records, and during such period, each of the Company and CFW shall (and shall cause each of their respective subsidiaries to) furnish promptly to the other (i) afford RMT Parent a copy of each report, schedule, registration statement and its authorized Representatives reasonable access other document filed or received by it during such period pursuant to the offices, properties and books and records requirements of the SpinCo Business Exchange Act or the Securities Act (including all comment letters from the staff of the SEC) and (ii) furnish to the authorized Representatives of RMT Parent all other information concerning its business, properties and personnel as such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent other party may from time to time reasonably request; provided, however, that (x) notwithstanding the foregoing provisions of this Section 5.3 or any such access or furnishing other provision of information this Agreement, neither ----------- the Company nor CFW shall be conducted at RMT Parent’s expenserequired to provide to the other party any information that is subject to a confidentiality agreement and that relates primarily to a party other than the Company, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations CFW or any subsidiary or former subsidiary of the SpinCo BusinessCompany or CFW. Each of the Company and CFW agrees that it will not, (y) all requests for access and it will cause its respective representatives not to, use any information obtained pursuant to this Section 7.04(a) shall be made in writing and shall be directed 5.3 for any purpose unrelated to and coordinated with a person or persons designated by GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any ----------- the consummation of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, in connection with the Contemplated Transactions, whether in person or transactions contemplated by telephone, mail, or other means of communication, without the specific prior written authorization of GPC. Notwithstanding anything to the contrary in this Agreement. The Confidentiality Agreement dated March 16, GPC 2000 (the "Confidentiality --------------- Agreement"), by and between the Company and CFW, shall apply with respect to ---------- information furnished by the Company, CFW and their respective subsidiaries and representatives thereunder or hereunder and any other activities contemplated thereby. The parties agree that this Agreement and the transactions contemplated hereby shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in constitute a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result violation of the Confidentiality Agreement and that the provisions hereof shall supersede all provisions of the Confidentiality Agreement in the loss event of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPCconflict.

Access to Information. During the Interim Period, and to the extent permitted by applicable Law, Company shall, and shall cause each of the Company Subsidiaries, respectively, to, afford to each Parent Party and to their respective Representatives reasonable access during normal business hours and upon reasonable advance notice to all of its respective properties, offices, books, contracts, personnel and books and records and, during such period, Company shall, and shall cause each of the Company Subsidiaries to, (ai) From furnish as promptly as practicable to the Parent Parties a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of U.S. federal or state securities Laws and (ii) furnish as promptly as practicable all other information (financial or otherwise) concerning its business, properties and personnel as Parent may reasonably request. No representation or warranty as to the accuracy of information provided pursuant to this Section 7.2 by any Company Party, or their respective Affiliates and Representatives, is made and no Parent Party may rely on the accuracy of such information except to the extent expressly set forth in the representations and warranties included in Article IV. Notwithstanding the foregoing, Company shall not be required by this Section 7.2 to provide any Parent Party or its Representatives with access to, or to disclose, information (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement until or entered into after the Closing, upon date of this Agreement in the ordinary course of business consistent with past practice (if Company has used commercially reasonable notice, GPC shall use its reasonable best efforts to (i) afford RMT Parent and its authorized Representatives reasonable access obtain permission or consent of such third party to the offices, properties and books and records of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereofdisclosure), as RMT Parent may from time (B) the disclosure of which would violate any Law or legal or contractual duty of any Company Party or any of their respective Representatives, (C) that is subject to time any attorney-client, attorney work product or other legal privilege or (D) if it reasonably requestdetermines in good faith that any such access is reasonably likely to materially impair such Company Party’s business or operations; provided, that that Company shall use commercially reasonable efforts to allow for the fullest access or disclosure possible in a manner that does not result in triggering any of the prohibitions set out in clauses (xA) through (D). For the avoidance of doubt, with respect to clause (D), “commercially reasonable efforts” of Company shall include, as is reasonably practicable, designating any such access materials that are reasonably likely to materially impair such Company Party’s business or furnishing of operations as “outside counsel only” or “outside accounting firm only.” Such materials and the information contained therein shall be conducted at RMT given only to Parent’s expenseoutside counsel or accounting firm, during normal business hoursas the case may be, under and will not be disclosed by such outside counsel or accounting firm to employees, officers, or directors of Parent without the supervision prior written consent of GPC’s personnel and in such a manner as not Company. Prior to unreasonably interfere with the normal operations Parent Merger Effective Time, each of the SpinCo 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 GPC in writing and (z) RMT Parent Parties shall not, and shall cause its their respective Representatives and Affiliates not to, contact or otherwise communicate with parties with which any Company Party has a business relationship regarding the business of such Company Party or this Agreement and the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, in connection with the Contemplated Transactions, whether in person or by telephone, mail, or other means of communication, transactions contemplated hereby without the specific giving prior written authorization of GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPCCompany.

Access to Information. (a) From the date of this Agreement until the Closing, upon Upon reasonable notice, GPC shall use its reasonable best efforts notice and subject to (i) afford RMT Parent and its authorized Representatives reasonable access applicable laws relating to the officesexchange of information, properties the Company shall, and books shall cause each of its subsidiaries to, afford to the officers, employees, accountants, counsel and records other representatives of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hourshours during the period prior to the Effective Time, under reasonable access to all its properties, books, contracts, commitments and records, and to its officers, employees, accountants, counsel and other representatives and, during such period, the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo 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 GPC in writing and (z) RMT Parent shall notCompany shall, and shall cause its Representatives not subsidiaries to, contact make available to the Parent (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 and (ii) all other information concerning its business, properties and personnel as such other party may reasonably request. No investigation by any of the parties or their respective representatives shall affect the representations, warranties, covenants or agreements of the other set forth herein. The information provided pursuant to Section 5.5(a) will be used solely for the purpose of the transactions contemplated hereby, and unless and until the Merger is consummated, such information will be kept secret and confidential by Parent and Purchaser, except that the information provided pursuant to Section 5.5(a) or portions thereof may be disclosed to those of Parent's and Purchaser's or their affiliates' directors, officers, employees, customersagents and advisors (collectively, distributors or suppliers the "Representatives") who (a) need to know such information for the purpose of any GPC Entitythe transactions contemplated hereby, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT (b) shall be advised by Parent or Purchaser, as the case may be, of this provision, (c) agree to hold the information provided pursuant to Section 5.5(a) as secret and confidential and (d) agree with Parent and Purchaser to be bound by the provisions hereof. Parent and Purchaser jointly agree to be responsible for any breach of this section by any of its Subsidiariestheir Representatives. If this Agreement is terminated, in connection with Parent shall, and shall cause the Contemplated TransactionsPurchaser and each of their Representatives to, whether in person return or by telephone, mail, or other means of communication, without the specific prior written authorization of GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any destroy (and certify destruction of) all information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (ASection 5.5(a), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPC.

Access to Information. (a) From Prior to the date of this Agreement until the Closing, Effective Time and upon reasonable notice, GPC the Company shall afford to the Parent’s Representatives, reasonable access during normal working hours to all of its properties, finances, operating condition, books, Contracts and records and the Company shall furnish promptly to Parent all information concerning its business, properties, books, Contracts, records and personnel as Parent or Parent’s Representatives may reasonably request. The Company shall make available to Parent’s Representatives upon the reasonable request of Parent and during normal working hours all officers, accountants, counsel and other representatives or agents of the Company for discussion of the Company’s businesses, properties or personnel as Parent may reasonably request. The Company shall use its reasonable best efforts to make available to the officers, employees, accountants, counsel and other representatives of Parent upon the reasonable request of Parent such customers, suppliers or other Persons with whom the Company maintains a business or commercial relationship; participating in any telephone conversation. No information or knowledge obtained by Parent in any investigation pursuant to this Section 5.4 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Merger. All information obtained by Parent pursuant to this Section 5.4 shall constitute Dynogen Information (i) afford RMT as such term is defined in that certain Mutual Non-Disclosure Agreement and Waiver, dated August 14, 2007, between Parent and its authorized Representatives reasonable access to the offices, properties Company (the “Confidentiality Agreement”)). The Confidentiality Agreement and books the terms and records conditions thereof shall survive execution and delivery of this Agreement and the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably requestClosing; provided, that Parent, Acquisition Sub and their respective Representatives may disclose Dynogen Information, and the Company, the Representative and the Company’s Representatives may disclose Apex Information (x) any as such access or furnishing of information shall term is defined in the Confidentiality Agreement), in each case, to the limited extent necessary to preserve and enforce such Person’s rights under this Agreement and the Related Agreements. Acquisition Sub and the Representative agree to be conducted at RMT Parent’s expense, during normal business hours, under bound to the supervision of GPC’s personnel terms and in such a manner as not to unreasonably interfere with the normal operations conditions of the SpinCo 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 Confidentiality Agreement as if a person or persons designated by GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPC. Notwithstanding anything party thereto to the contrary in this Agreementsame extent as Apex and the Company, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPCrespectively.

Access to Information. (a) From During the period from the date hereof to the earlier of the termination of this Agreement until in accordance with its terms and the ClosingEffective Time, subject to applicable Laws, upon reasonable advance notice, GPC the Company shall use afford to Parent and Parent’s Representatives reasonable access during normal business hours to the Company’s officers, employees, agents, properties, books, contracts and records and the Company shall furnish promptly to Parent such information concerning its reasonable best efforts to (i) afford RMT business, personnel, assets, liabilities and properties as Parent may reasonably request; provided that Parent and its authorized Representatives reasonable access to the offices, properties and books and records of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) shall conduct any such access or furnishing of information shall be conducted activities at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel its expense and in such a manner as not to interfere unreasonably interfere with the normal business or operations of the SpinCo BusinessCompany; provided further, (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 GPC in writing and (z) RMT Parent shall nothowever, and shall cause its Representatives not to, contact any of that the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPC. Notwithstanding anything to the contrary in this Agreement, GPC Company shall not be required obligated to provide any such access or disclose any information if the Company determines, in its reasonable judgment, that doing so would violate applicable Law or a contract or obligation of confidentiality owing to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardizea third party, or result in a loss or waiver of, any waive the protection of an attorney-client or other legal privilege, (B) contravene any Applicable Lawor expose the Company to risk of liability for disclosure of sensitive or personal information. Without limiting the foregoing, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary event that the Company does not provide access or information or trade secrets of any GPC Entity; provided that GPC in reliance on the preceding sentence, it shall give provide notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially its reasonable best efforts to cause such access or information, as applicablecommunicate, to be providedthe extent feasible, or made available, the applicable information in a manner way that would not reasonably be expected to jeopardize violate the applicable Law, contract or obligation or risk waiver of such privilege. Each party hereto will hold any such information that is nonpublic in confidence to the extent required by, contravene such Applicable Lawand in accordance with, fiduciary or other duty or the provisions of that certain agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to dated September 11, 2014 (the contrary in this “Confidentiality Agreement”), neither RMT 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 between the prior written consent of GPC, which consent may be withheld in the sole discretion of GPC.Company and Alimentation Couche-Tard Inc.

Access to Information. (a) From Subject to applicable law and subject to the date execution by the Company and Oaktree or its advisors, and continued effectiveness of an agreement (in form and substance reasonably acceptable to each of the Company and Oaktree) regarding maintaining the confidentiality of any information provided in connection with the transactions contemplated by this Agreement until the ClosingAgreement, upon reasonable notice, GPC the Company shall use (and shall cause its reasonable best efforts to (iSubsidiaries to) afford RMT Parent Oaktree and its authorized Representatives directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, reasonable access to the officesaccess, properties and books and records of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expense, upon reasonable notice during normal business hours, under and at other reasonable times, throughout the supervision period prior to the Effective Date, to its and its Subsidiaries’ employees, properties, books, contracts, records, lenders and advisors and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Oaktree and its advisors all information concerning its business, properties and personnel as may reasonably be requested by Oaktree, including, for the avoidance of GPC’s personnel doubt, the same information and in such a manner as not to unreasonably interfere material shared with the normal operations lenders in connection with the DIP Credit Agreement; provided, however, that if at any time one or more advisors of Oaktree is party to an effective confidentiality agreement contemplated by this Section 5.7(a) and Oaktree is not party to such an effective confidentiality agreement, then the SpinCo Business, (yCompany shall only be required to provide such advisor(s) all requests for with access to information pursuant to this Section 7.04(a5.7(a) shall be made in writing and shall be directed to and coordinated with a person or persons designated by GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers lieu of any GPC Entityother party listed above; provided, further, that (except as expressly provided for in any effective confidentiality agreement contemplated by this Section 5.7(a)), the Company or its representatives may designate certain information (other than any Disclosure Information) to be provided by the Company in accordance with the terms of this Agreement as “professional eyes only” in its sole discretion, in which case such customers, distributors information will only be provided by the Company or suppliers the Company’s representatives to Oaktree’s financial and legal advisors on the condition that are also customers, distributors or suppliers of RMT Parent such financial and legal advisors do not share any such information designated as “professional eyes only” with Oaktree or any of its Subsidiaries, other representatives. Nothing in this Section 5.7 shall require the Company to deliver to Oaktree any information or materials in connection with the Contemplated Transactions, whether in person or an Alternative Transaction. All such information and materials regarding an Alternative Transaction shall be governed by telephone, mail, or other means of communication, without the specific prior written authorization of GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall Section 7.4 and not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT 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 GPC, which consent may be withheld in the sole discretion of GPC5.7.

Access to Information. (a) From the date Agreement Date until the earlier of the Effective Time or the termination of this Agreement until in accordance with ARTICLE VII, the ClosingCompany shall (and shall cause each of its Subsidiaries to) afford to Representatives of the Parent and Merger Sub reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable notice, GPC to the properties, books and records of the Company and its Subsidiaries (whether in the direct possession of the Company or its Subsidiaries or held by its Representatives) and, during such period, 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 and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company); provided, however, such access shall be conducted at Parent’s expense and in such a manner as to maintain the confidentiality of this Agreement and the Transactions in accordance with the terms hereof. Nothing herein shall require the Company or any of its Subsidiaries to disclose any information to the Parent or Merger Sub if such disclosure would, in the reasonable judgment of the Company, (a) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party (provided that the Company shall use its reasonable best efforts to (i) afford RMT Parent and its authorized Representatives reasonable access to the offices, properties and books and records obtain waivers of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any such access restrictions) or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo Business, (yb) 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 GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, 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 GPC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any waive attorney-client or other legal privilege. Promptly after the Agreement Date, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provided that GPC Company shall give notice provide to RMT the Parent a copy of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or Company financial advisor’s fairness opinion. That certain letter agreement, dated July 19, 2021, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by or result in any loss on behalf of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT Parent nor any of Company or 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 GPC, which consent may be withheld in the sole discretion of GPCSubsidiaries.