Common use of Access to Information Clause in Contracts

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this Agreement, 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 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, 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 obtain waivers of any such restrictions) or (b) waive attorney-client 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 (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement).

Access to Information. (a) From the Agreement Effective Date until the Closing (or the earlier of the Share Acceptance Time and the termination of this AgreementAgreement pursuant to Article X), the Company shall Sellers (and shall cause each of its Subsidiaries toin their discretion) 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 will provide Buyer and its Subsidiaries, during normal business hours authorized Advisors with reasonable access and upon reasonable notice, advance notice and during regular business hours to the properties, books and records of the Company Sellers, in order for Buyer and its Subsidiaries and, during authorized Advisors to access such period, shall, information regarding the Acquired Assets 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 Assumed Liabilities as is reasonably necessary in each case as may reasonably be requested and necessary order to consummate the Transactions transactions contemplated by this Agreement (and including for integration purposes); provided that (i) such access does not unreasonably interfere with the normal operations of any Seller, (ii) such access will occur in such a manner as Sellers reasonably determine to conduct further due diligence or other investigation be appropriate to protect the confidentiality of the Company); providedtransactions contemplated by this Agreement, however, that (iii) all requests for access will be directed to Lazard or such other Person(s) as Sellers may designate in writing from time to time and (iv) nothing herein shall will require the Company Sellers to provide access to, or any of its Subsidiaries to disclose any information to the Parent or the Purchaser to, Buyer if such access or disclosure would, in (A) would cause significant competitive harm to any Seller if the reasonable judgment of the Companytransactions contemplated by this Agreement are not consummated, (aB) violate applicable Law would require any Seller to disclose any financial or proprietary information of or regarding the provisions Affiliates of any agreement Seller or otherwise disclose information regarding the Affiliates of any Seller that such Seller deems to which the Company be commercially sensitive, (C) would waive any legal privilege or any (D) would be in violation of its Subsidiaries is a party (applicable Laws; provided that the Company Sellers shall use its reasonable best efforts to obtain waivers of any such restrictions) or (b) waive attorney-client privilege. Promptly after provide the Agreement DateBuyer, the Company shall provide to the Parent a copy of each Company financial advisor’s fairness opinionextent possible, a summary of the analysis underlying each fairness opinion and a copy of with access to the relevant portions of each Company financial advisor’s presentation information in a manner that would not reasonably be expected to violate the Company Board related thereto. That certain letter agreement, dated April 28, 2010, by and between the Company and the Parent foregoing clauses (the “Confidentiality Agreement”A) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives through (as defined in the Confidentiality AgreementD).

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this Agreement(a) Subject to applicable law, 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 the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiariessubsidiaries 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 and upon with reasonable notice, notice throughout the period prior to the Effective Time to all of their respective properties, books books, contracts, commitments and records of the Company and its Subsidiaries (including, but not limited to, Tax Returns) and, during such period, shall, and shall cause each of its Subsidiaries to, furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC in connection with the transactions contemplated by this Agreement, and (ii) such Representatives all other information concerning the businesstheir respective businesses, 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 Parent or other investigation of Subsidiary or the Company), as the case may be, shall reasonably request; provided, however, that nothing no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein shall require or the Company or any of its Subsidiaries to disclose any information conditions to the Parent or the Purchaser if such disclosure would, in the reasonable judgment obligations of the Company, (a) violate applicable Law or respective parties to consummate the provisions of any agreement to which the Company or any of Merger. Parent and its Subsidiaries is a party (provided that the Company subsidiaries shall hold and shall use its their reasonable best efforts to obtain waivers of any cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all nonpublic documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such restrictions) or (b) waive attorney-client privilege. Promptly after information as may be necessary in connection with seeking the Agreement DateParent Required Statutory Approvals and Parent Stockholders' Approval, 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 Required Statutory Approvals and a copy of the relevant portions of each Company financial advisor’s presentation to the Company Board related thereto. That certain letter agreementStockholders' Approval, dated April 28and (ii) each of Parent, 2010, by Subsidiary and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect may disclose any information that it is required by law or judicial or administrative order to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)disclose.

Access to Information. From the Agreement Date date hereof until the earlier of the Share Acceptance Effective Time and the termination of this AgreementAgreement pursuant to its terms, upon reasonable notice, the Company shall (i) give Parent and its Representatives reasonable access during normal business hours to the offices, properties, books and records of 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 Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; 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 cause each 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 to) afford or any of their respective Representatives to officersdisclose any information that would cause a loss of attorney-client, employees, counsel, investment bankers, accountants and work product or any other authorized representatives legal privilege (“Representatives”) of it being understood that the Parent and the Purchaser parties shall use reasonable access, best efforts to cause such information to be provided in a manner that does not materially disruptive result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the operations 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 in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable notice, . Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the properties, books and records terms of the Company Confidentiality Agreement dated May 17, 2006, between Parent 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 obtain waivers of any such restrictions) or (b) waive attorney-client 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 (the “Confidentiality Agreement”) shall apply ), and each party hereto will comply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in terms of the Confidentiality Agreement), whether or not a party thereto.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementThe Company shall, the Company shall (and shall --------------------- cause each of its Subsidiaries to) , afford to officersParent, employeesand to Parent's accountants, counsel, investment bankers, accountants financial advisors and other authorized representatives (“Representatives”) of the Parent representatives, reasonable access and the Purchaser reasonable access, in a manner not materially disruptive permit them to the operations of the business of the Company and its Subsidiaries, make such inspections as they may reasonably require during normal business hours and upon reasonable notice, during the period from the date of this Agreement through the Effective Time to the all their respective properties, books books, contracts, commitments and records (including the availability of an office at the Company and its Subsidiaries 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 Representatives period pursuant to the requirements of federal or state laws and (ii) all other information concerning the 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 Subsidiaries affiliates, associates and representatives to hold, any nonpublic information in each case confidence until such time as may reasonably be requested such information otherwise becomes publicly available and necessary shall use its reasonable best efforts to consummate ensure that such affiliates, associates and representatives do not disclose such information to others without the Transactions (and not to conduct further due diligence or other investigation prior written consent of the Company); provided. In the event of termination of this Agreement for any reason, however, that nothing herein Parent shall require promptly return or destroy all nonpublic documents so obtained from the Company or any of its Subsidiaries to disclose and any information to the Parent or the Purchaser if copies made of 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 obtain waivers of any such restrictions) or (b) waive attorney-client 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 (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)documents for Parent.

Access to Information. From Subject to applicable Law, including Antitrust Law, during the period from the date of this Agreement Date until the earlier of the Share Acceptance Effective Time and the termination of this Agreement, Parent will be entitled, through its employees and Representatives, to have such access to the assets, properties, business, operations, personnel and Representatives of the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) Company Subsidiary as is reasonably necessary in connection with Parent’s investigation of the Parent Company with respect to the transactions contemplated hereby. Any such investigation and examination will be conducted during normal business hours upon reasonable advance notice, at Parent’s expense and under the Purchaser reasonable access, supervision of appropriate personnel of the Company and in such a manner as not materially disruptive to unreasonably interfere with the operations normal operation of the business of the Company Company, and its Subsidiaries, during normal business hours and upon reasonable notice, will be subject to the propertiesCompany’s reasonable security measures and insurance requirements, books except as may otherwise be required or restricted by Law, so as to limit disruption to or impairment of the Company’s business, and records 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 and its Subsidiaries and, contained in this Agreement. The Company will furnish the Representatives of Parent during such period, shall, period with all such information and shall cause each copies of its Subsidiaries to, furnish promptly to such Representatives all information documents concerning the business, properties and personnel affairs of the Company and its Subsidiaries in each case as such representatives may reasonably be requested request and necessary cause its Representatives to consummate the Transactions (and not to conduct further due diligence or other investigation cooperate fully with such representatives of the Company); provided, however, that nothing Parent in connection with such investigation. Nothing herein shall will require the Company or any of its Subsidiaries to disclose any information to the Parent or the Purchaser if such disclosure would, in its reasonable discretion and after notice to Parent (i) jeopardize any attorney-client or other legal privilege (so long as the reasonable judgment of the CompanyCompany has reasonably cooperated with Parent to disclose such information on a basis that does not waive such privilege with respect thereto), (aii) violate contravene any applicable Law or the provisions of any agreement to which (so long as the Company or any of its Subsidiaries is a party (provided that the Company shall use its has used reasonable best efforts to obtain waivers of any provide such restrictionsinformation in a way that does not contravene applicable Law) or (biii) waive attorney-client privilege. Promptly after result in the Agreement Datedisclosure of any Trade Secrets of third parties; provided, that information will be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company shall provide determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 6.2, Parent a copy of each Company financial advisor’s fairness opinionwill comply with, 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 (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Companywill instruct Parent’s Representatives (as defined in to comply with, all of its obligations under the Confidentiality Agreement).

Access to Information. From (a) During the Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementPre-Closing Period, the Company shall (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 Company and its Subsidiaries shall use their reasonable accessbest 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 materially unreasonably disruptive to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable noticehours, to the officers, senior employees, Representatives, auditors, properties, offices and other facilities and the books and records of the Company and its Subsidiaries and, during such period, shallSubsidiaries, and shall use reasonable best efforts to promptly furnish or cause each to be furnished to Parent, Buyer and their Representatives copies (including in electronic form) of its Subsidiaries tobooks, furnish promptly 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 such Representatives all information concerning conduct any invasive environmental testing or sampling at any of the businessproperties, properties offices and personnel other facilities of the Company and its Subsidiaries in each case as may reasonably be requested and necessary to consummate Subsidiaries. Notwithstanding the Transactions (and not to conduct further due diligence or other investigation of the Company); providedforegoing, however, that nothing herein shall require the Company or any of 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 Parent Company or its Subsidiaries if the Purchaser Transactions are not consummated, (ii) if providing such disclosure 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, (a) violate applicable Law result in the loss of attorney-client privilege with respect to such information or the provisions would constitute a waiver of any agreement to which other privilege or trade secret protection held by the Company or any of its Subsidiaries is a party (provided Subsidiaries; provided, that the Company shall use its reasonable best efforts (A) to obtain waivers allow for such access or 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 restrictions) applicable Law or binding agreement or (bB) waive attorney-client privilegeto develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent, Buyer and the Company. Promptly after 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 Agreement Dateimmediately preceding sentence, and the Company shall provide reasonably describe the reasons why such information is being withheld. The Company shall be entitled to the Parent a copy of each Company financial advisor’s fairness opinionhave Representatives present at all times during any inspection by Parent, a summary Buyer or their Representatives pursuant to this Section 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 affect any representations or warranties of the analysis underlying each fairness opinion and a copy Company or conditions or rights of Parent or Buyer contained in this Agreement. No investigation after the relevant portions date of each Company financial advisor’s presentation this Agreement shall affect or be deemed to modify or supplement any representation or warranty made by the Company Board related thereto. That certain letter agreement, dated April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)herein.

Access to Information. (a) From the Agreement Date date hereof until the earlier of the Share Acceptance Time Closing Date, Seller and the termination of this AgreementSelling Subsidiaries will (i) give, and will cause the Company shall (Sold Entities to give, Buyer 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 Representatives reasonable access, in a manner not materially disruptive access to the operations of the business of the Company and its Subsidiariesoffices, during normal business hours and upon reasonable notice, to the properties, books and records (including Contracts) of the Company Sold Entities and to the books and records and employees of Seller and its Subsidiaries andAffiliates relating to the Sold Entities, during such period, shall(ii) furnish, and shall will cause each of its Subsidiaries tothe Sold Entities to furnish, furnish promptly to such Representatives all information concerning the business, properties and personnel of the Company Buyer and its Subsidiaries in each case Representatives such financial and operating data and other information relating to the Sold Entities as such Persons may reasonably be requested request and necessary (iii) instruct designated employees, counsel and financial advisors of Seller, the Sold Entities and Seller’s other Affiliates to consummate the Transactions (and not to conduct further due diligence or other cooperate with Buyer in its investigation of the Company); providedSold Entities. Any investigation pursuant to this Section 5.02 shall (i) be conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller and the Sold Entities and, howeverto the extent so requested by Seller, that nothing herein under the supervision of a Representative of Seller and (ii) not be conducted without prior notice to, and approval of, Seller. Notwithstanding the foregoing, Buyer shall require not (x) have access to personnel records of Seller or the Company Sold Entities relating to individual performance or evaluation records, medical histories or other information which in Seller’s good faith opinion is sensitive or the disclosure of which could subject Seller or any of its Subsidiaries subsidiaries or Affiliates to disclose any risk of liability (unless such information is sufficiently redacted in order to the Parent or the Purchaser if allow 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 obtain waivers of any such restrictionsdisclosure) or (by) waive attorney-client privilege. Promptly after the Agreement Dateconduct any invasive sampling or testing of any soil, the Company shall provide to the Parent a copy surface water, groundwater, building materials or other environmental media without prior written consent 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 (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)Seller.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementSubject to applicable Law, upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford (i) the Lead Investors and their Representatives and (ii) 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 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 Subsidiariessuch party, reasonable access, during normal business hours and upon reasonable noticewithout unreasonable disruption or interference with the Company’s and its Subsidiaries’ business or operations, throughout the Pre-Closing Period, to the Company’s and its Subsidiaries’ senior managers, properties, books books, contracts and records of the Company and its Subsidiaries and, during such periodthe Pre-Closing Period, shall, the Company shall (and shall cause each of its Subsidiaries to, ) furnish promptly to such Representatives parties all information concerning the Company’s and its Subsidiaries’ business, properties and personnel of the Company and its Subsidiaries in each case as may reasonably be requested and necessary by any such party, provided, that the foregoing shall not require the Company (a) to consummate permit any inspection, or to disclose any information, that in the Transactions (and not to conduct further due diligence or other investigation reasonable judgment of the Company); providedCompany 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, howeverbut failed to obtain, that nothing herein shall require the consent of such third party to such inspection or disclosure, (b) to disclose any legally privileged information of the Company or any of its Subsidiaries or (c) to disclose violate any information to the Parent or the Purchaser if such disclosure wouldLaws; provided, in the reasonable judgment of the Companyfurther, (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 deliver to obtain waivers of any such restrictions) or (b) waive attorney-client privilege. Promptly after the Agreement DateLead Investors, the Ad Hoc Counsel and any Co-Investors and/or their Representatives that sign a customary confidentiality agreement with 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 on terms reasonably acceptable to the Company Board related theretoand 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). That certain letter agreement, dated April 28, 2010, All requests for information and access made pursuant to this Section 7.10 shall be directed to an executive officer of the Company or such person as may be designated by and the Company’s executive officers. All information acquired by any Investor or its Representatives pursuant to this Section 7.10 shall be subject to any confidentiality agreement between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)such Investor.

Access to Information. (a) From the date of this Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementClosing, 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 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, 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 GPC shall use its reasonable best efforts to obtain waivers (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 restrictionscustomers, 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 (bC) waive attorney-client 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. Promptly after the Agreement Date, the Company shall provide Notwithstanding anything to the contrary in this Agreement, neither RMT Parent a copy nor any of each Company financial advisor’s fairness opinionits Representatives shall be allowed to sample or analyze any soil or groundwater or other environmental media, a summary or any building material, without the prior written consent 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 agreementGPC, dated April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined which consent may be withheld in the Confidentiality Agreement)sole discretion of GPC.

Access to Information. From the Agreement Date date hereof until the Effective Time or the earlier of the Share Acceptance Time and the termination of this Agreement, and subject to Applicable Law and the Confidentiality Agreement, the Company shall (i) give to Parent, its counsel, financial advisors, auditors and shall cause each other authorized representatives reasonable access to the offices, properties, books and records of such party, (ii) furnish to Parent, its Subsidiaries tocounsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) afford to officers, instruct its employees, counsel, investment bankersfinancial advisors, accountants auditors and other authorized representatives (“Representatives”) to cooperate with Parent in its investigation; provided, however, that the Company shall not be required to provide to Parent or its representatives any of the Parent and information specified in Section 6.04 of the Purchaser reasonable access, Company Disclosure Schedule (or access thereto) until the condition set forth in a Section 9.01(c) has been satisfied or waived. Any investigation pursuant to this Section shall be conducted in such manner as not materially disruptive to interfere unreasonably with the operations conduct of the business of the Company. No information or knowledge obtained in any investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty made by any party hereunder. Neither the Company nor any of its Subsidiaries shall be obligated to provide access to, or to disclose, any information 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, however, that the 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 the Company and its Subsidiaries, during normal business hours and upon reasonable notice, 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 obtain waivers of any such restrictions) or (b) waive attorney-client 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 (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement).

Access to Information. From the Agreement Date date hereof until the earlier of the Share Acceptance Effective Time and the termination of this Agreementsubject to Applicable Law, upon reasonable notice during normal business hours the Company shall (and shall cause each of i) give Parent, its Subsidiaries to) afford to officers, employees, counsel, investment bankerslenders, accountants underwriters, financial advisors, auditors and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive access to the operations of the business of the Company and its Subsidiariesoffices, during normal business hours and upon reasonable noticeproperties, to the propertiesassets, books and records of the Company and its Subsidiaries and(except that such access shall not include access for purposes of conducting soil, during 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 periodfinancial and operating data and other information as such Persons may reasonably request and (iii) instruct the employees, shallcounsel, lenders, financial advisors, auditors and shall cause each of its Subsidiaries to, furnish promptly to such Representatives all information concerning the business, properties and personnel other authorized representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in each case as may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other its investigation of the Company)Company and its Subsidiaries; provided, however, that nothing herein shall require neither the Company or nor any of its Subsidiaries shall be required to provide access or disclose any information to the Parent where such access or the Purchaser if such disclosure would, in each case upon the reasonable advice of legal counsel, jeopardize the attorney-client privilege of the Company or its Subsidiaries. Any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. No information or knowledge obtained in any investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Notwithstanding the foregoing, prior to the Effective Time, in the case of any information that in the reasonable, good faith judgment of the CompanyCompany is competitively sensitive, (a) violate applicable Law or such information shall be provided to Parent pursuant to a “clean-room” arrangement agreed between the provisions parties that is intended to permit the sharing of any agreement to which such information in compliance with Applicable Laws. Until the Company or any of its Subsidiaries is a party (provided that the Company shall use its reasonable best efforts to obtain waivers of any such restrictions) or (b) waive attorney-client privilege. Promptly after the Agreement DateEffective Time, the Company information provided pursuant to this ‎Section 7.02 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 (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder be kept confidential by the Company, its Subsidiaries and the Company’s Representatives (as defined recipient thereof in accordance with the Confidentiality Agreement).

Access to Information. 26. From and after the Agreement Date date hereof until the earlier of the Share Acceptance Time Closing Date and the termination of this AgreementAgreement in accordance with its terms, the upon reasonable advance notice, 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 (and shall cause each of its Subsidiaries to) afford provide to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable accessits authorized representatives, in a manner not materially disruptive and Parent shall provide to the operations of the business of the each Group Company and its Subsidiariesauthorized representatives, in each case, during normal business hours and upon reasonable notice, access to the properties, all books and records of the Company and its Subsidiaries andGroup Companies or Parent, as applicable (in a manner so as to not interfere with the normal business operations of such Person). All of such information shall be treated as confidential information pursuant to the terms of the Confidentiality Agreement, the provisions of which are by this reference hereby incorporated herein. Notwithstanding anything to the contrary set forth in this Agreement, during such periodthe period from the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, shall, and shall cause each neither the Company nor any of its Subsidiaries toAffiliates (including the Group Companies), furnish promptly nor Parent or any of its Affiliates shall be required to provide DOC ID - 32901658.22 65 access or to disclose information where such Representatives all information concerning access or disclosure (i) would violate any contract or Law to which it is a party or is subject or which it reasonably determined upon the business, properties and personnel advice of counsel could result in the loss of the Company ability to successfully assert attorney-client and its Subsidiaries in each case as may reasonably be requested and necessary to consummate the Transactions work product privileges, or (and not to conduct further due diligence or other investigation of the Company); provided, however, that nothing herein shall require ii) if the Company or any of its Subsidiaries to disclose any information to Affiliates, on the one hand, and 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 Affiliates, on the other hand, are adverse parties in a litigation and such information is a party reasonably pertinent thereto, or (provided iii) 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 Company event that Parent or any 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 its reasonable best efforts to obtain waivers make appropriate substitute arrangements to permit reasonable access or disclosure that does not suffer from any of any the foregoing impediments. Each of Parent and such restrictions) or (b) waive attorney-client privilege. Promptly after the Agreement DateGroup Company, the Company shall provide as it deems advisable and necessary, may reasonably designate competitively sensitive material provided to the Parent a copy of each Company financial advisor’s fairness opinion, a summary other as “Outside Counsel Only Material” or with similar restrictions. Such materials and the information contained therein shall be given only to the outside legal counsel of the analysis underlying each fairness opinion recipient, or otherwise as the restriction indicates, and a copy of the relevant portions of each Company financial advisor’s presentation be subject to the Company Board related thereto. That certain letter agreement, dated April 28, 2010, by and any additional confidentiality or joint defense agreement between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)Parties.

Access to Information. From the Agreement Execution Date until the earlier of the Share Acceptance Time and the termination of this AgreementClosing Date, the Company shall will (i) give the Parent, the R&W Insurance Provider, and shall cause each of its Subsidiaries to) afford the Parent’s and the R&W Insurance Provider’s respective counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements of the Company, in each case, upon advance written notice and during normal business hours and (ii) furnish to the Parent, its counsel, investment bankersfinancial advisors, accountants auditors and other authorized representatives (“Representatives”) of such financial and operating data and other information relating to the Parent and the Purchaser reasonable accessCompany, in a manner not materially disruptive each of (i) and (ii), to the operations extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct of the business of the Company and its Subsidiaries. Following the Execution Date, during normal business hours and upon reasonable noticethe 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 to the propertiesParent. Notwithstanding the foregoing, books the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to the Access Agreement executed by Parent and records of the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries andand their respective counsel, during such periodfinancial advisors, shall, auditors and other authorized representatives and Affiliates 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 (A) not be requested and necessary to consummate the Transactions (and not to conduct further due diligence responsible or other investigation of the Company); provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information liable to the Parent for personal injuries or property damage sustained by the Purchaser if such disclosure wouldParent’s counsel, financial advisors, auditors and other representatives in connection with the reasonable judgment of access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by the Company, (a) violate applicable Law or the provisions of Parent for 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 obtain waivers of losses suffered by any such restrictions) or (b) waive attorney-client privilege. Promptly after the Agreement DatePersons in connection with any such personal injuries and property damage, 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 (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)EXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERS.

Access to Information. From (a) During the Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementPre-Closing Period, 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 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, 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 and Parent and its Subsidiaries shall use their reasonable best efforts to such cause its and their respective Representatives all information concerning the businessto, properties and personnel of afford the Company and its Subsidiaries Representatives reasonable access on reasonable advance notice and in each case a manner not unreasonably disruptive to the operations of the business of Parent 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 Parent and its 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 be requested and necessary request in writing addressed to consummate the Transactions (and not to conduct further due diligence Xxxx Xxxxxx, Xxxxxx Xxxxx or any other investigation of the Company)person designated in writing by Xxxx Xxxxxx or Xxxxxx Xxxxx; provided, however, that nothing herein such access shall require not permit the Company or and its Representatives to conduct any intrusive soil and groundwater investigation at any of the properties, offices and other facilities of Parent and its Subsidiaries. Notwithstanding the foregoing, Parent and its Subsidiaries shall not be obligated to disclose any information (i) if providing such access or disclosing such information would or would reasonably be expected to the cause material competitive harm to Parent or Buyer if the Purchaser Transactions are not consummated, (ii) if providing such disclosure wouldaccess or disclosing such information would reasonably be expected to, in the reasonable judgment of the Company, (a) Parent after receiving advice from counsel violate any applicable Law (including antitrust and privacy Laws) or binding agreement entered into prior to the provisions 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 agreement to which the Company other privilege or Trade Secret protection held by Parent or any of its Subsidiaries is a party (provided Subsidiaries; provided, that the Company Parent shall use its commercially reasonable best efforts (A) to obtain waivers allow for such access or 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 restrictions) applicable Law or binding agreement or (bB) waive attorney-client privilegeto develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company. Promptly after the Agreement Date, Parent shall advise the Company shall provide in such circumstances that it is unable to comply with the Company’s reasonable requests for information pursuant to the immediately preceding sentence, and Parent a copy of each 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 financial advisor’s fairness opinionor their Representatives pursuant to this Section 6.06. No notice, a summary of the analysis underlying each fairness opinion and a copy of the relevant portions of each Company financial advisor’s presentation access, review or investigation pursuant to this Section 6.06 or information provided, made available or delivered to the Company Board related thereto. That certain letter agreement, dated April 28, 2010, by and between 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 and contained in this Agreement. No investigation after the date of this Agreement shall affect or be deemed to modify or supplement any representation or warranty made by Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)or Buyer herein.

Access to Information. From and after the date of this Agreement Date until the earlier of the Share Acceptance Effective Time and the or termination of this AgreementAgreement in accordance with its terms, upon reasonable notice, and at the reasonable request of the other Party, each of Parent and the Company shall (and shall cause each of its their respective Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) the Representatives of the Parent and the Purchaser other, 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 noticein such a manner as not to unreasonably interfere with the 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 properties, books and records of the Company and disclosing Party or its Subsidiaries and, during Representatives in accordance with 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 procedures as they 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 establish. Neither Party nor any of its Subsidiaries shall be required to provide access to or to disclose any 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 the be provided to Parent or the Purchaser if Company each Party will attempt to establish a clean team process to share such disclosure wouldmaterials in a commercially reasonable manner), in (iii) jeopardize the reasonable judgment attorney-client privilege of the Company, institution in possession or control of such information or (aiv) violate applicable contravene any Law or binding agreement (including any confidentiality obligation) entered into prior to the provisions 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 agreement information and access provided pursuant to which this Section 5.2. Notwithstanding anything to the contrary contained in this Section 5.2, neither Parent nor the Company shall (and Parent and the Company shall ensure that their respective Affiliates and Representatives do not) conduct, without the prior written consent of the Company or Parent, respectively, any of its Subsidiaries is a party (provided that 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 use its reasonable best efforts not apply to obtain waivers of any such restrictions) or (b) waive attorney-client privilege. Promptly after the Agreement Date, the Company shall provide access rights relating 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 Financing (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined which rights are addressed in the Confidentiality AgreementSection 5.13).

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time (a) Upon reasonable notice, Parent and the termination of this AgreementCompany, as the Company case may be, shall (and shall cause each of its their respective Subsidiaries to) afford to the officers, employees, counselaccountants, investment bankers, accountants counsel and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable others, 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 noticeduring the period prior to the Effective Time, to the all its properties, books books, contracts, commitments and records of the Company records, as well as to its officers and its Subsidiaries employees and, during such period, shalleach of Parent and the Company, as the case may be, shall (and shall cause each of its their respective Subsidiaries to, ) furnish promptly to the others (i) a copy of each report, schedule, registration statement and other document filed or received by it during such Representatives period pursuant to SEC requirements and (ii) all other information concerning the its business, properties and personnel as such other party may reasonably request, including, without limitation, information to confirm the accuracy of the Company representations and its Subsidiaries warranties set forth in each case as may reasonably be requested Section 3.1(v) and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company3.2(u); provided, however, that nothing herein shall require Parent and the Company or any of its Subsidiaries shall not be required to disclose any information that would breach the confidentiality terms of any agreement existing on the date hereof or that would breach an attorney client privilege (provided that (i) upon the request of Parent, the Company will use commercially reasonable efforts to afford Parent access to such restricted information, including by securing waivers to confidentiality restrictions, and (ii) upon the Parent or the Purchaser if such disclosure would, in the reasonable judgment request of the Company, (a) violate applicable Law or the provisions of any agreement Parent will use commercially reasonable efforts to which afford the Company or any access to such restricted information, including by securing waivers to confidentiality restrictions). Each of its Subsidiaries is a party (provided that Parent and the Company shall agrees that it will not, and will cause its respective representatives not to, use its reasonable best efforts any information obtained pursuant to obtain waivers this Section 5.4 for any purpose unrelated to the consummation of any such restrictions) or (b) waive attorney-client privilegethe transactions contemplated by this Agreement. Promptly after the The Confidentiality Agreement Datedated as of March 26, 2004 between Parent and 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 (the “"Confidentiality Agreement”") shall apply with respect to information furnished thereunder or hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)any other activities contemplated thereby.

Access to Information. From the Agreement Date date hereof until the earlier of the Share Acceptance Time and the termination of this AgreementEffective Time, 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 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, 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 (a) afford to such Parent and its Representatives all information concerning reasonable access, at reasonable times upon reasonable prior notice, to (i) the businessofficers, properties key employees, Representatives, properties, offices and personnel 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 each case 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 be requested and necessary requested, from time to consummate the Transactions time, by or on behalf of Parent (and not to conduct further due diligence or other investigation of the Company); provided, however, that nothing herein shall require 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 disclose any to, grant access or furnish information to Parent, its Subsidiaries or any of their Representatives to the Parent or the Purchaser if such disclosure would, in the reasonable judgment of the Company, (a) extent that doing so would violate applicable Law or breach an obligation of confidentiality owing to a third party, or in the provisions good faith determination of any agreement to which the Company would jeopardize the protection of attorney-client or any attorney work-product privilege or expose such party to risk of its Subsidiaries is a party liability for disclosure of sensitive or personal information (provided that that, in such case, the Company shall use its reasonable best efforts to obtain waivers provide such access or information (or as much of it as possible) in a manner that does not result in the events set out in this sentence). Parent agrees that it shall not, and shall use its reasonable best efforts to cause its Representatives not to, use any such restrictions) or (b) waive attorney-client privilege. Promptly after the Agreement Date, the Company shall provide information obtained pursuant to this Section 5.1 for any purpose unrelated to the Parent a copy Transactions. The Confidentiality Agreement shall survive the execution and delivery of each Company financial advisor’s fairness opinionthis Agreement and shall apply to all information furnished thereunder or hereunder; provided, a summary of the analysis underlying each fairness opinion and a copy of the relevant portions of each Company financial advisor’s presentation however, that, notwithstanding anything to the Company Board related thereto. That certain letter agreement, dated April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined contrary in the Confidentiality Agreement), all information furnished thereunder or hereunder to Parent may be furnished by Parent and its Subsidiaries to their Representatives.

Access to Information. From Subject to currently existing contractual and legal restrictions applicable to the Agreement Date until the earlier Company or any of the Share Acceptance Time and the termination of this Agreementits Subsidiaries, 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 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, 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, 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 Representatives 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 the its business, properties and personnel as Parent may reasonably request, (iii) promptly make available to Parent all personnel of the Company and its Subsidiaries in each case knowledgeable about matters relevant to such inspections as may reasonably be requested by Parent and necessary (iv) provide reasonable access to consummate the Transactions (Company's facilities and not operations to enable Parent to conduct further due diligence or other investigation a health and safety review of the Company); providedbusiness, however, that nothing herein including the right to take samples. No investigation pursuant to this Section 5.3 shall require the Company affect any representation or warranty in this Agreement of any party hereto or any of its Subsidiaries to disclose any information condition to the Parent or the Purchaser if such disclosure would, in the reasonable judgment obligations of the Company, (a) violate applicable Law or the provisions of any agreement parties hereto. All information obtained by Parent pursuant to which the Company or any of its Subsidiaries is a party (provided that the Company this Section 5.3 shall use its reasonable best efforts to obtain waivers of any such restrictions) or (b) waive attorney-client 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 (the “Confidentiality Agreement”) shall apply be kept confidential in accordance with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement), dated May 24, 2000 between Parent and the Company (the "CONFIDENTIALITY AGREEMENT") and Parent and Company hereby agree that Paragraphs 7, 8 and 9 of the Confidentiality Agreement shall be terminated and of no further effect.

Access to Information. From During the period beginning on the date of this Agreement Date until and ending on the earlier to occur of the Share Acceptance Effective Time and or the termination of this AgreementAgreement pursuant to its terms, the Company shall afford Parent and Parent’s Representatives reasonable access during reasonable hours to its properties, 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 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 shall cause warranties contained herein, or failure by Parent to perform any of Parent’s covenants or agreements contained herein, in each of its Subsidiaries tocase, which would be material to Parent or (ii) afford otherwise relates to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the any material development in Parent’s business which could reasonably be expected to lead to a Material Adverse Effect on Parent. Parent and the Purchaser reasonable access, Company shall hold all information received pursuant to this Section 5.4(b) confidential in a manner not materially disruptive to accordance with the operations terms of the business Confidentiality Agreement. Notwithstanding the foregoing, this Section 5.4(b) shall not require any of the Company and its SubsidiariesParent, during normal business hours and upon reasonable notice, 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 their respective Subsidiaries to permit any inspection, or to disclose any information to information, that would result in (i) the Parent or the Purchaser if such disclosure would, in the reasonable judgment of the Company, (a) violate applicable Law or the provisions waiver of any agreement to which the Company or any of its Subsidiaries is a party (applicable attorney-client privilege; provided that the Company such Person shall use have used its reasonable best efforts to obtain waivers allow such inspection or disclose such information in a manner that would not result in a waiver of any such restrictions) or (b) waive attorney-client privilege. Promptly after , or (ii) the Agreement Date, the Company shall provide to the Parent violation of any Legal Requirements promulgated by 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 (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)Governmental Entity.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time (a) The Company and the termination of this Agreement, the Company its subsidiaries shall (and shall cause each of its Subsidiaries to) afford to officers, employeesParent and Subsidiary and their respective accountants, counsel, investment bankers, accountants financial advisors and other authorized representatives (“Representatives”the "PARENT REPRESENTATIVES") of the and Parent and the Purchaser reasonable access, in a manner not materially disruptive its subsidiaries shall afford to the operations of the business of the Company and its Subsidiariesaccountants, during normal business hours counsel, financial advisors and upon reasonable notice, other representatives (the "COMPANY REPRESENTATIVES") access at reasonably scheduled times throughout the period prior to the Effective Time to all of their respective properties, books books, contracts, commitments and records of the Company and its Subsidiaries (including, but not limited to, Tax Returns) and, during such period, shall, and shall cause each of its Subsidiaries to, furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements 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 Representatives all other information concerning the businesstheir respective businesses, 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 Parent or other investigation of Subsidiary or the Company), as the case may be, shall reasonably request; provided, however, that nothing (A) no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein shall require or the Company or any of its Subsidiaries to disclose any information conditions to the Parent obligations of the respective parties to consummate the Merger and (B) no access or the Purchaser disclosure shall be required to be provided if such access or disclosure would, in the reasonable judgment would impair any attorney-client privilege of the Company, (a) disclosing party or would violate any applicable Law law or the provisions of any agreement to which the Company or any of regulation. Parent and its Subsidiaries is a party (provided that the Company subsidiaries shall hold and shall use its their reasonable best efforts to obtain waivers cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement in accordance with the provisions of any the Confidentiality Agreements, except that (i) Parent, Subsidiary and the Company may disclose such restrictions) or (b) waive attorney-client privilege. Promptly after information as may be necessary in connection with seeking the Agreement DateParent Required Statutory Approvals and Parent Stockholders' Approval, 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 Required Statutory Approvals and a copy of the relevant portions of each Company financial advisor’s presentation to the Company Board related thereto. That certain letter agreementStockholders' Approval and (ii) each of Parent, dated April 28, 2010, by Subsidiary and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect may disclose any information that it is required by law or judicial or administrative order to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)disclose.

Access to Information. From the Agreement Date date hereof until the earlier of the Share Acceptance Effective Time and subject to Applicable Law and the termination of this Confidentiality Agreement, the Company and Parent shall (and shall cause each of i) upon reasonable advance notice, give to the other party, its Subsidiaries to) afford to officers, employees, counsel, investment bankersfinancial advisors, accountants auditors and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive access during regular business hours to the operations of the business of the Company and its Subsidiariesoffices, during normal business hours and upon reasonable notice, to the properties, books and records of such party (except that neither party shall conduct any environmental sampling or analysis without the Company and its Subsidiaries andadvance written consent of the other party, during which may be withheld in such period, shallother party’s sole discretion, and shall cause each of without executing a customary access and indemnity agreement in respect thereto), (ii) furnish to the other party, its Subsidiaries tocounsel, furnish promptly to financial advisors, auditors and other authorized representatives such Representatives all financial and operating data and other information concerning the business, properties and personnel of the Company and its Subsidiaries in each case as such Persons may reasonably be requested request and necessary (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to consummate cooperate with the Transactions (and not to conduct further due diligence or other investigation of the Company)party in its investigation; provided, however, that nothing herein shall require each party may restrict the Company foregoing access and the disclosure of information pursuant to this Section 8.06 to the extent that (A) in the reasonable good faith judgment of such party, any Applicable Law requires such party or any of its Subsidiaries to disclose restrict or prohibit access to any information to the Parent such properties or the Purchaser if such disclosure wouldinformation, (B) in the reasonable good faith judgment of such party, the Company, information is subject to confidentiality obligations to a Third Party or (aC) 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 obtain waivers disclosure of any such restrictions) information or (b) waive document would result in the loss of attorney-client privilege. Promptly after ; provided, further, that with respect to clauses (A) through (C) of this Section 8.06, Parent or the Agreement DateCompany, as applicable, shall use its commercially reasonable efforts to (1) obtain the Company shall required consent of any such Third Party to provide such access or disclosure, (2) develop an alternative to the providing such information so as to address such matters that is reasonably acceptable to 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 (the “Confidentiality Agreement”3) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreementcase of clauses (A) and (C), enter into a joint defense agreement or implement such other techniques if the parties determine that doing so would reasonably permit the disclosure of such information without violating Applicable Law or jeopardizing such privilege. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 8.06 shall affect or be deemed to modify any representation or warranty made by any party hereunder.

Access to Information. From Subject to Applicable Law, from the Agreement Date date hereof until the earlier of the Share Acceptance Effective Time and subject to the termination of this 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 toto , upon reasonable notice, (a) afford give to officersthe other party, employees, its counsel, investment bankersfinancial advisors, accountants auditors and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive access to the operations of the business of the Company and its Subsidiariesoffices, during normal business hours and upon reasonable notice, to the properties, books and records of such party, (b) furnish to the Company other party, its counsel, financial advisors, auditors and its Subsidiaries and, during other authorized representatives such period, shall, financial and shall cause each of its Subsidiaries to, furnish promptly to operating data and other information as such Representatives all information concerning the business, properties and personnel of the Company and its Subsidiaries in each case as Persons may reasonably be requested request and necessary (c) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to consummate reasonably cooperate with the Transactions (and other party in its investigation; provided that the foregoing shall not to conduct further due diligence or other investigation of the Company); provided, however, that nothing herein shall require the Company or Parent (i) to permit any of its Subsidiaries inspection, or to disclose any information to the Parent or the Purchaser if such disclosure wouldinformation, that in the reasonable judgment of the CompanyCompany or Parent, (a) violate applicable Law or as the provisions case may be, would result in the disclosure of any agreement Trade Secrets of Third Parties or violate any of its obligations with respect to which confidentiality if the Company or any of its Subsidiaries is a party (provided that Parent, as the Company case may be, shall use its have used reasonable best efforts to obtain waivers the consent of such third party to such inspection or disclosure or (ii) to disclose any privileged information of the Company or Parent, as the case may be, or any of its Subsidiaries; provided further that in each case Parent or the Company, as applicable, shall notify the other of any such restrictions) or (b) waive attorneynon-client privilegedisclosure and cooperate in making alternate arrangements. Promptly after The parties shall use reasonable efforts to coordinate all requests for information through designated representatives. Any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the Agreement Date, the Company shall provide to the Parent a copy of each Company financial advisor’s fairness opinion, a summary conduct of the analysis underlying each fairness opinion and a copy business of the relevant portions of each Company financial advisor’s presentation other party. No information or knowledge obtained in any investigation pursuant to the Company Board related thereto. That certain letter agreement, dated April 28, 2010, this Section shall affect or be deemed to modify any representation or warranty made by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)any party hereunder.

Access to Information. From During the Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementInterim Period, DLQ Parent, the Company Company, and Parent shall each, use its commercially reasonable efforts to, (a) upon reasonable prior written notice and shall cause each of during regular business hours, continue to give the other party, its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants legal counsel and its other authorized representatives (“Representatives”) of the Parent and the Purchaser Representatives reasonable access, in a manner not materially disruptive access to the operations of offices, properties and Books and Records, (b) furnish to the other party, its legal counsel and its other Representatives such information relating to the business of the Company Group and Parent as such Persons may reasonably request and (c) cause its Subsidiariesemployees, during normal business hours legal counsel, accountants and upon reasonable notice, other Representatives to reasonably cooperate with the properties, books and records other party in its investigation of the Business (in the case of the Company and its Subsidiaries and, during such period, shall, and shall cause each Group) or the business of its Subsidiaries to, furnish promptly to such Representatives all information concerning Parent (in the business, properties and personnel case 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 CompanyParent); provided, however, that nothing herein any investigation pursuant to this Section 6.3 shall require be conducted in such manner as not to interfere unreasonably with the conduct of the Business of the Company Group. Notwithstanding anything to the contrary expressed or any of its Subsidiaries implied in this Agreement, neither party shall be required to provide the access described above or disclose any information to the Parent or the Purchaser other party if such disclosure woulddoing so is, in the such party’s reasonable judgment judgement, reasonably likely to (i) result in a waiver 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 obtain waivers of any such restrictions) or (b) waive attorney-client privilege, work product doctrine or similar privilege or (ii) violate any contract to which it is a party or to which it is subject or any applicable Law. Promptly after Notwithstanding anything herein to the Agreement Datecontrary, no such access or examination shall be permitted to the extent that it would require the Company shall provide 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 and analyses relating to such communications, (b) information related to the Parent a copy of each Company financial advisor’s fairness opinion, a summary analysis of the analysis underlying each fairness opinion and a copy transactions contemplated hereby by DLQ Parent or any member of the relevant portions of each Company financial advisor’s presentation Group, (c) any document or information prohibited to the Company Board related thereto. That certain letter agreementbe shared by Law until such time as such documents are not prohibited to be shared, dated April 28, 2010, by and between (d) the Company and DLQ Parent must approve, in its sole discretion, and an officer of the Company and DLQ Parent (must be present and included in any communications with customers or employees of the “Confidentiality Agreement”) shall apply with respect Company. Parent agrees to information furnished hereunder abide by the Company, its Subsidiaries confidentiality terms of the Confidentiality Agreement and the Company’s Representatives (will treat such information as defined in Confidential Information under the Confidentiality Agreement).

Access to Information. From (a) During the Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementPre-Closing Period, the Company shall (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 Company and its Subsidiaries will use their reasonable accessbest efforts to cause its and their respective Representatives to, afford Parent, Buyer and their respective Representatives reasonable access on reasonable advance notice and in a manner not materially unreasonably disruptive to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable noticehours, to the officers, senior employees, Representatives, auditors, properties, offices and other facilities and the books and records of the Company and its the Subsidiaries and, during such period, shallof the Company, and shall use reasonable best efforts to promptly furnish or cause each to be furnished to Parent, Buyer and their respective Representatives copies (including in electronic form) of its Subsidiaries tobooks, furnish promptly to such records and other financial, operating and other data and information as Parent, Buyer or their respective 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)request in writing; provided, however, that nothing herein such access shall require not permit Parent, Buyer and their respective Representatives to conduct any invasive environmental testing or sampling at any of the properties, offices and other facilities of the Company or any of 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 Parent Company or its Subsidiaries if the Purchaser Transactions are not consummated, (ii) if providing such disclosure 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 CompanyCompany on advice of outside legal counsel, (a) violate applicable Law result in the loss of attorney-client privilege with respect to such information or the provisions would constitute a waiver of any agreement to which other privilege or trade secret protection held by the Company or any of its Subsidiaries is a party (provided Subsidiaries; provided, that the Company shall use its commercially reasonable best efforts (A) to obtain waivers allow for such access or disclosure in a manner that does not result in a loss of any such restrictions) or (b) waive attorney-client privilegeprivilege or waiver of any other privilege or trade secret protection 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. Promptly after 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 Agreement Dateimmediately preceding sentence, and the Company shall provide reasonably describe the reasons why such information is being withheld. The Company shall be entitled to the Parent a copy of each Company financial advisor’s fairness opinionhave Representatives present at all times during any inspection by Parent, a summary Buyer or their respective Representatives pursuant to this Section 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 analysis underlying each fairness opinion Company or conditions or rights of Parent and a copy Buyer contained in this Agreement. No investigation after the date of the relevant portions of each Company financial advisor’s presentation this Agreement shall affect or be deemed to modify or supplement any representation or warranty made by the Company Board related thereto. That certain letter agreement, dated April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)herein.

Access to Information. From the Agreement Date date hereof until the earlier of the Share Acceptance Effective Time and subject to Applicable Law and the termination of this Confidentiality Agreement, the Company shall upon reasonable prior notice (and shall cause each of a) give Parent, its Subsidiaries to) afford to officers, employees, counsel, investment bankersfinancial advisors, accountants auditors and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive access to the operations of the business of the Company and its Subsidiariesoffices, during normal business hours and upon reasonable notice, to the properties, books and records of the Company and its Subsidiaries and(including access to core samples, during such periodwell logs and seismic data, shallin each case, and shall cause each which are in the possession of the Company or any of its Subsidiaries toSubsidiaries) during normal business hours, (b) furnish promptly to Parent, its counsel, financial advisors, auditors and other authorized representatives such Representatives all financial and operating data and other information concerning as such Persons may reasonably request and (c) instruct the businessemployees, properties counsel, financial advisors, auditors and personnel other authorized representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in each case as may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other its investigation of the Company)Company and its Subsidiaries; provided, however, that nothing herein shall require the Company or any may restrict the foregoing access and the disclosure of its Subsidiaries information pursuant to disclose any information this Section 6.05 to the Parent or the Purchaser if such disclosure would, extent that (i) in the reasonable good faith judgment of the Company, (a) violate applicable any Applicable Law or the provisions of any agreement to which requires the Company or any of its Subsidiaries to restrict or prohibit access to any such properties or information, (ii) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a party Third Party, (provided iii) such disclosure would result in disclosure of any trade secrets of Third Parties or (iv) disclosure of any such information or document would reasonably be expected to result in the loss of attorney-client privilege; provided, further, that with respect to clauses (i) through (iv) of this Section 6.05, the Company shall use its commercially reasonable best efforts to (A) obtain waivers the required consent of any such restrictionsThird Party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (bC) waive attorney-client 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. Promptly after Any investigation pursuant to this Section 6.05 shall be conducted in such manner as not to interfere unreasonably with the Agreement Date, the Company shall provide to the Parent a copy of each Company financial advisor’s fairness opinion, a summary conduct of the analysis underlying each fairness opinion and a copy business 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 (the “Confidentiality Agreement”) its Subsidiaries. No information or knowledge obtained in any investigation pursuant to this Section 6.05 shall apply with respect affect or be deemed to information furnished hereunder modify any representation or warranty made by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)any party hereunder.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time Upon reasonable notice, Mesa and the termination of this Agreement, the Company Armada each shall (and each shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel, investment bankers, accountants financial advisors and other authorized representatives (“Representatives”) of the Parent and the Purchaser other Party reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, access during normal business hours and upon reasonable noticehours, during the Post-Signing Period, to the such of its properties, books books, contracts, records, officers and records of employees as the Company and its Subsidiaries other Party may reasonably request and, during such period, shall, Mesa and Armada each shall (and shall cause each of its Subsidiaries to, ) furnish promptly to such Representatives the other Party (a) a copy of each report, schedule, registration statement and other document filed, published, announced or received by it during the Post-Signing Period pursuant to the requirements of federal or state securities laws, as applicable (other than documents which Mesa or Armada, as the case may be, is not permitted to disclose under Applicable Law), and (b) all other information concerning Mesa or Armada, as the businesscase may be, and its business (including any financial and operating data), properties and personnel of as the Company and its Subsidiaries in each case as other Party may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company)request; provided, howeverthat Mesa or Armada, as the case may be, may restrict the foregoing access to the extent that nothing herein shall require (i) any Applicable Law requires Mesa or Armada, as the Company case may be, or any of its Subsidiaries to disclose restrict access to any properties or information to or (ii) Mesa or Armada, as the Parent case may be, reasonably determines that such access or disclosure would jeopardize attorney-client privilege (provided, that Mesa or Armada, as the Purchaser if such disclosure wouldcase may be, 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 obtain waivers 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 relevant information. Any investigation or request for information pursuant to this Section 6.2 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Mesa or Armada, as the case may be, and its Subsidiaries. The receiving Party will (and will cause its Subsidiaries to), until the Closing Date, hold any such restrictions) or (b) waive attorneyinformation that is non-client privilege. Promptly after public in confidence to the Agreement Dateextent required by, and in accordance with, the Company shall provide to the Parent a copy provisions 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 (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement), except that this Section 6.2 shall not prevent the receiving Party from disclosing such confidential information to of its any officers, employees, accountants, counsel, financial advisors or other representatives in connection with this Agreement, the Acquisition and the other transactions contemplated hereby. No investigation by Mesa or Armada, as the case may be, nor any information or knowledge obtained therefrom, shall affect or modify the representations and warranties of the other Party hereunder Mesa’s or Armada’s, as the case may be, remedies for any breach of such representations and warranties.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time Upon reasonable notice, Earlychildhood and the termination of this Agreement, the Company SmarterKids shall each (and Earlychildhood shall cause each of its Subsidiaries to) afford to the officers, managers, employees, counselaccountants, investment bankers, accountants counsel and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable other, 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 noticeduring the period prior to the Effective Time, to the all its personnel, properties, books books, contracts, commitments and records of the Company and its Subsidiaries and, during such period, shall, each of Earlychildhood and SmarterKids shall (and Earlychildhood shall cause each of its Subsidiaries to, ) furnish promptly to the other (a) a copy of each report, schedule, registration statement and other document filed or received by it during such Representatives period pursuant to the requirements of federal securities laws and (b) all other information concerning the its business, properties and personnel as such other party may reasonably request. The parties will hold any such information which is nonpublic in confidence in accordance with the Earlychildhood Confidentiality Agreement and the Confidentiality Agreement dated as of January 19, 2000 between SmarterKids, Earlychildhood and Xxxxxx Xxxxxx Partners (the "SmarterKids Confidentiality Agreement", and together with the Earlychildhood Confidentiality Agreement, the "Confidentiality Agreements"). No information or knowledge obtained in any investigation pursuant to this Section 5.7 shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of the Company and its Subsidiaries in each case as may reasonably be requested and necessary parties 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 Contribution 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 obtain waivers of any such restrictions) or (b) waive attorney-client 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 (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)SmarterKids Merger.

Access to Information. From During the Agreement Date until the earlier of the Share Acceptance Time Pre-Closing Period, and the termination of this Agreementsubject to Section 5.05(b)(vii), the Company (a) SDTS 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 SU and its Subsidiaries, during normal business hours Representatives and upon reasonable notice, to the properties, books and records of the Company and its Subsidiaries and, during such period, (b) SU shall, and shall cause each of its Subsidiaries GS LLC to, furnish promptly afford SDTS, Oncor and their respective Representatives reasonable access, upon reasonable prior notice and during normal business hours, to (i) the 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 Representatives 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 conducting non-intrusive environmental assessments and (iv) all other financial, operating and data and information concerning as the businessparty requesting such access shall reasonably request in writing relating to the STX Assets or NTX Assets, 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)applicable; provided, however, that nothing herein in each case such access shall require not interfere unreasonably with the Company business and operations of the party 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 (unless the party who owns the relevant property and is providing such access shall consent in writing to such sampling or testing). Nothing contained in this Section 5.03 shall 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 this Section 5.03, no party or any of its Subsidiaries Affiliates shall be obligated to disclose provide to any information other party (x) any work papers or similar materials prepared by the independent public accountants of such party or its Affiliates, except to the Parent extent that such accountants agree to provide access to such work papers or the Purchaser if similar materials upon such disclosure would, terms and conditions as shall be determined by such accountants 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 their sole discretion (provided that the Company each party shall use its commercially reasonable best efforts to obtain waivers of any seek such restrictions) access), or (by) waive access to or to disclose information where such access or disclosure would (i) breach any agreement with a third party, (ii) constitute a waiver of or jeopardize the attorney-client or other privilege held by such party or (iii) otherwise violate any applicable Law (provided that each party shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in such a loss, breach or violation of such privilege). Promptly after the Agreement Date, the Company shall provide If requested by Oncor prior to the Parent Closing, but not more than once per calendar month, SU will provide Oncor a copy of each Company financial advisor’s fairness opinion, a written summary in reasonable detail of the analysis underlying each fairness opinion actions taken by SU under the LP&L Participation Agreement and a copy of all budgets, projections and cost estimates prepared in connection with 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 (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)projects contemplated thereby.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination date of this Agreement, 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 the Parent and the Purchaser reasonable access, in a manner not materially disruptive Agreement to the operations of the business of the Company Cyberonics Merger Effective Time, Sorin and its Subsidiaries, during normal business hours and upon reasonable notice, to the properties, books and records of the Company and its Subsidiaries and, during such period, Cyberonics shall, and shall cause each of their respective Subsidiaries, and shall direct and use reasonable best efforts to cause their respective Representatives to: (i) provide to each other and their respective Representative, upon prior written notice, reasonable access, during normal business hours in such a manner as not to unreasonably interfere with the operation of any business conducted by it, to its Subsidiaries toofficers, employees, properties, offices, other facilities and books and records; and (ii) furnish promptly to such Representatives all information concerning the its business, properties properties, contracts, assets and personnel of the Company and its Subsidiaries in each case liabilities as Sorin or Cyberonics or their respective Representatives may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company)request; provided, however, that nothing herein Sorin and Cyberonics shall require not be required to (or to cause any of their respective Subsidiaries or Representatives to) afford such access or furnish such information (x) to the Company extent that it reasonably believes in good faith that doing so would: (A) result in the loss of attorney-client privilege; (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) breach, 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 Sorin shall use their respective reasonable best efforts to reduce the scope of or eliminate the applicable restriction) or (y) if Cyberonics or any of its Subsidiaries to disclose any information to affiliates, on the Parent or the Purchaser if such disclosure wouldone hand, in the reasonable judgment of the Company, (a) violate applicable Law or the provisions of any agreement to which the Company 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 is a party (provided that the Company and shall direct and use its reasonable best efforts to obtain waivers cause their respective Representatives to, hold all information provided or furnished pursuant to this Section 5.06 confidential in accordance with the terms of any such restrictions) or (b) waive attorney-client 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 (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement).

Access to Information. From the Agreement Date date hereof until the earlier of the Share Acceptance Effective Time and subject to Applicable Law and the termination of this confidentiality agreement dated May 13, 2013, between the Company and Parent (the “Confidentiality Agreement”), the Company shall (a) give Parent, its counsel, financial advisors, auditors and shall cause each 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 toSubsidiaries, (b) afford furnish to officersParent, 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, investment bankersfinancial advisors, accountants auditors and other authorized representatives (“Representatives”) to cooperate reasonably with Parent in its investigation of the Parent 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 Purchaser reasonable access, in a manner not materially disruptive to the operations conduct of the business of the Company and its Subsidiaries. Nothing in this Section 6.03 shall require the Company to provide any access, during normal business hours or to disclose any information (i) if providing such access or disclosing such information would violate Applicable Law (including antitrust and upon reasonable notice, privacy laws) or any binding agreement entered into prior to the properties, books and records date of this Agreement or (ii) protected by attorney-client privilege to the extent such privilege cannot be protected by the Company and its Subsidiaries and, during such period, shall, and shall cause each through exercise 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)reasonable efforts; 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 will use its reasonable best efforts to obtain waivers make appropriate substitute disclosure arrangements under circumstances in which any of the preceding restrictions apply. No investigation made pursuant to this Section shall affect any such restrictions) representation or (b) waive attorney-client privilege. Promptly after the warranty in this Agreement Date, the Company shall provide or any condition to the Parent a copy of each Company financial advisor’s fairness opinion, a summary obligations of the analysis underlying each fairness opinion and a copy of parties hereto to consummate 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 (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)Merger.

Access to Information. From the Agreement Date date hereof until the earlier of the Share Acceptance Time 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 Closing or termination of this Agreement, the Company shall (each of MCK and Echo Holdco shall, and shall cause each of its their respective Subsidiaries to, (i) 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 give to the operations of the business of the Company other Parties hereto (and its Subsidiaries, during normal business hours and upon their respective Representatives) reasonable notice, access to the offices, properties, books and records of the Company applicable Contributed Business; (ii) furnish to the other Parties hereto (and its Subsidiaries andtheir 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, during such period, shall, counsel and shall cause each of its Subsidiaries to, furnish promptly to such Representatives all information concerning the business, properties and personnel financial advisors of the Company and its Subsidiaries Contributed Business to reasonably cooperate with the other Parties hereto in each case as may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other their investigation of the Company); Contributed Business, provided, however, that nothing herein (A) Echo Holdco and MCK shall require 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 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 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 that would not result in such loss or violation; and provided, further, that notwithstanding anything to the contrary in this Agreement, in no event shall any Party or any of its respective Affiliates be entitled to any information relating to, or a copy of, any consolidated, combined, affiliated or unitary Tax Return that includes MCK or any of its Affiliates (other than pro forma information relating only to the Core MTS Business). 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, 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 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 limited partner that is not subject to which the Company or any of its Subsidiaries is a party customary confidentiality and non-use restrictions with respect to such information (provided that the Company shall use its reasonable best efforts subject to obtain waivers of any such restrictionscustomary exceptions) or (b) waive attorneyto any other Person in the course of investing or fundraising activities that is not subject to customary confidentiality and non-client privilege. Promptly after the Agreement Dateuse restrictions with respect to such information (subject to customary exceptions) and, the Company in any of either (a) or (b), any non-public financial information shall provide be limited to the Parent a copy BX’s and H&F’s valuation 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 (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries without providing underlying forecasted financial data or 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 case BX shall provide prompt written notice of such disclosure to MCK. For the Company’s Representatives (as defined avoidance of doubt, in the event of any conflict between the Confidentiality Agreement and this Agreement), the terms of this Agreement shall control.

Access to Information. From the date of this Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementEffective Time, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants Parent and other its authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable accessand, in a manner not materially disruptive solely with respect to the international operations of the business of the Company and its Subsidiaries, to AES and its authorized representatives, reasonable access during normal business hours and upon reasonable notice, prior notice to the properties, all of its books and records of the Company and its Subsidiaries and, during such period, shall, and the Company shall cause each of its Subsidiaries to, furnish promptly to Parent or AES, as applicable, such Representatives all financial data and other information concerning the 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 Subsidiaries. Until the Effective Time, Parent and Purchaser and AES will hold any such information 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 accordance with the provisions of any the confidentiality agreement to which the Company or any of its Subsidiaries is a party (provided that the Company shall use its reasonable best efforts to obtain waivers of any such restrictions) or (b) waive attorney-client 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 Parent, dated as of November 6, 1996, or between the Parent Company and AES, dated as of October 24, 1996, (as the “case may be "Confidentiality Agreement”) shall apply with respect Agreements"), and will cause such information to information furnished hereunder be so held by the Company, its Subsidiaries and the Company’s 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 obtain the consent of such third party to such inspection or disclosure.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this Agreement(a) Upon reasonable notice, the Company shall (shall, and shall cause each of its Subsidiaries Company Subsidiary to) , afford to the officers, directors, employees, accountants, counsel, investment bankersfinancial advisors, accountants consultants, and other authorized advisors or representatives (collectively, “Representatives”) of Parent reasonable access during normal business hours to the Parent Company’s and the Purchaser reasonable accessCompany Subsidiaries’ properties, in a manner not materially disruptive books, records, contracts, commitments and personnel, but only to the operations of extent that such access does not unreasonably interfere with the business or operations of the Company and its the Company Subsidiaries, during normal business hours and upon reasonable notice, to the properties, books and records of the Company and its Subsidiaries and, during such period, shall, and shall cause each of its 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 Representatives period pursuant to the requirements of federal or state securities Laws or a Governmental Entity, and (ii) all other information concerning the business, properties and personnel of with respect to the Company and its Subsidiaries in each case as Parent may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company)request; provided, however, that nothing herein shall require the Company may withhold any document or any of its Subsidiaries to disclose any information (i) to the Parent extent that such document or information is subject to the Purchaser if such disclosure would, in the reasonable judgment terms of the Company, (a) violate applicable Law or the provisions of any a confidentiality agreement to which the Company or any of its Subsidiaries is with a third party (provided that the Company shall use its reasonable best efforts to obtain waivers under such agreements or implement requisite procedures to enable reasonable access without violating such agreements), (ii) to the extent that the disclosure thereof would, in the Company’s good faith opinion after consultation with legal counsel, result in the loss of any attorney-client privilege with respect to such restrictions) document or information (b) waive provided that the Company shall use its reasonable best efforts to put in place an arrangement to permit such disclosure without loss of attorney-client privilege. Promptly after ), (iii) to the Agreement Date, extent required by applicable Law (provided that the Company shall provide use its reasonable best efforts to enable the provision of reasonable access without violating such Law), or (iv) to the Parent a copy of each Company financial advisor’s fairness opinionextent that the disclosure thereof would, 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 (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and in the Company’s Representatives (as defined reasonable discretion, result in the Confidentiality Agreement)significant antitrust risk.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this Agreement, the The Company shall (and shall cause each of its Subsidiaries to) afford to officersNewco, employeesPurchaser and REG and its and their accountants, counsel, investment bankersfinancial advisors, accountants environmental consultants and other authorized representatives (“Representatives”) representatives, and to prospective lenders, placement agents and other financing sources and each of the Parent and the Purchaser their respective representatives, 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 noticenotice throughout the period prior to the Closing, to their respective properties and facilities (including all real property and the propertiesbuildings, books structures, fixtures, appurtenances and records improvements erected, attached or located thereon), Books and Records, financial information (including working papers and data in the possession of the Company or its independent public accountants, internal audit reports, and its Subsidiaries “management letters” from such accountants with respect to the Company’s systems of internal control), Contracts, commitments and records and, during such period, shall, and shall cause each of its Subsidiaries to, furnish promptly to such Representatives all information concerning the businessits businesses, properties and personnel of the Company and its Subsidiaries as Newco, Purchaser or REG shall reasonably request in each case as may reasonably be requested and necessary to consummate connection with the Transactions (and not to conduct further due diligence or other investigation transactions contemplated herein, including preparation of the Company)Form S-4; provided, however, that nothing herein such investigation shall require not unreasonably disrupt the Company’s operations. Similarly, Newco, Purchaser and REG shall afford to the Company or any 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 its Subsidiaries to disclose any information to the Parent or the Newco, 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 and REG as the Company shall use its reasonable best efforts reasonably request in connection with the transactions contemplated herein; provided, however, such investigation shall not unreasonably disrupt the operations of Newco, Purchaser or REG. Prior to obtain waivers the Closing, each party hereto shall generally keep the other parties informed as to all material matters involving the operations and businesses of any such restrictions) or (b) waive attorney-client privilegeeach other. Promptly after The Company shall authorize and direct the Agreement Dateappropriate directors, managers, officers and employees of the Company shall provide to discuss matters involving the Parent a copy of each Company financial advisor’s fairness opinion, a summary operations and business of the analysis underlying each fairness opinion Company with representatives of Newco, Purchaser and a copy 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 relevant portions Company and its prospective lenders or placement agents and other financial sources. All nonpublic information provided to, or obtained by, any party hereto in connection with the transactions contemplated hereby shall be “Confidential Information” for purposes of each Company financial advisor’s presentation to the Company Board related thereto. That certain letter agreementConfidentiality Agreement dated June _____ , dated April 28, 2010, 2008 by and between among REG and the Company and the Parent Addendum to Confidentiality Agreement dated December 8, 2008 by and among REG and the Company (collectively the “Confidentiality Agreement”) ), which Confidentiality Agreement shall apply 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 respect seeking necessary consents and approvals as contemplated hereby and in connection with the Financing. Notwithstanding the foregoing, the Company shall not be required to disclose any information furnished hereunder by the Company, its Subsidiaries and if such disclosure would contravene any applicable Law or any Contract which may restrict the Company’s Representatives disclosure. Newco, Purchaser and REG shall arrange with the parties to the Common Plan Agreements (as defined in other than REG) to provide the Confidentiality Agreement)Company access to information regarding such parties on terms substantially similar to those relating to the Company’s access to information regarding Newco, Purchaser and REG provided by this Section 6.1.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementUpon reasonable notice, the Company shall (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 Representatives of the business of the Company and its Subsidiaries, Parent reasonable access during normal business hours and upon reasonable noticehours, during the period prior to the Effective Time, to the all its properties, books books, contracts, commitments, records (including for purposes of observing or conducting physical inventory), officers, and records of the Company and its Subsidiaries employees and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to such Representatives Parent consistent with its legal obligations all other information concerning the its business, properties and personnel of the Company and its Subsidiaries in each case as Parent may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company)request; provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information may restrict the foregoing access to the Parent extent (a) that an agreement is required to be kept confidential in accordance with its terms, (b) it is required by a Governmental Entity or the Purchaser if such disclosure would(c) that, in the reasonable judgment of the Company, (a) violate applicable Law requires it or its Subsidiaries to restrict access to any properties or information; provided further that the provisions of any agreement Company shall use reasonable best efforts to which limit such restrictions and shall furnish information to the extent not so restricted; provided further, 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 (provided that a), the Company shall use its reasonable best efforts (without being required to make any payments) to obtain waivers any approval, consent or waiver with respect to such Contract that is necessary to provide such access, and (y) the foregoing shall in no event permit Parent or its Representatives 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 restrictions) or (b) waive attorney-client privilege. Promptly after information in confidence to the Agreement Dateextent required by, and in accordance with, the Company shall provide to the Parent a copy of each Company financial advisor’s fairness opinion, a summary provisions of the analysis underlying each fairness opinion letter agreement dated December 8, 2015, between Parent 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 (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement).

Access to Information. From the date of this Agreement Date until the earlier of the Share Acceptance Effective Time and the termination of date this AgreementAgreement is properly terminated in accordance with Article VIII, the Company shall (will, and shall will cause each of its Subsidiaries to) afford to and its and their affiliates, and each of their respective officers, directors, employees, agents, counsel, accountants, investment bankers, accountants financial advisors and other authorized representatives (collectively, the “Company Representatives”) of the 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 Purchaser reasonable “Parent Representatives”) access, in a manner not materially disruptive to the operations of the business of the Company upon reasonable notice and its Subsidiaries, during normal business hours and upon reasonable noticehours, to the properties, offices and other facilities and to the 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 each of its Subsidiaries in each case as may reasonably be requested and necessary will cause its Subsidiaries and the Company Representatives to consummate furnish Parent, Merger Sub and the Transactions (Parent Representatives with such financial and not operating data and such other information with respect to conduct further due diligence or other investigation the business and operations of the Company); providedCompany and its subsidiaries as Parent, however, that nothing herein shall require Merger Sub or the Parent Representatives may from time to time reasonably request. Neither the Company or nor any of its Subsidiaries shall be required to disclose any provide access to, or disclose, information to the Parent extent such access or disclosure would jeopardize or violate any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the Purchaser if such disclosure would, in the reasonable judgment date of the Company, this Agreement (a) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party (provided it being agreed that the Company parties shall use its their reasonable best efforts to obtain waivers cause such information to be provided in a manner that would not result in such jeopardy or contravention). The Company makes no representation or warranty as to the 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 restrictions) or (b) waive attorney-client privilegeinformation, in each case other than as expressly set forth in the Company’s representations and warranties contained in Article IV. Promptly after The information provided pursuant to this Section 6.5 will be used solely for the Agreement Datepurpose of effecting the Transactions and each of Parent and Merger Sub will, the Company shall provide to and will cause the Parent a copy Representatives to, treat any such information in accordance with the terms and conditions of each Company financial advisor’s fairness opinionthat certain Mutual Nondisclosure Agreement dated November 7, 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 2011 between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by and those certain Letter Agreements, dated December 22, 2011, December 23, 2011, December 27, 2011 and December 30, 2011, between the CompanyCompany and Parent (collectively, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement“Diligence Agreements”).

Access to Information. From the Agreement Date date hereof until the earlier of the Share Acceptance Time and Closing Date or the termination of this AgreementAgreement in accordance with its terms, the Acquirer and the Target Company shall (a) provide to the Other Party, its legal counsel and shall 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 each of its Subsidiaries to) afford to officers, employees, legal counsel, investment bankers, accountants and other authorized representatives (“Representatives”) Representatives of the Parent and Target Company to reasonably cooperate with the Purchaser reasonable access, Other Party in a manner not materially disruptive its investigation of its business; provided that no investigation pursuant to this Section (or any investigation prior to the operations 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 the business of Other Party’s business. Neither the Company and its SubsidiariesAcquirer, during normal business hours and upon reasonable notice, 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 Target Company, 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 (a) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party (provided it being agreed that the Company parties shall use its their reasonable best efforts to obtain waivers cause such information to be provided in a manner that would not result in such jeopardy or contravention. Prior to the Closing, Acquirer and its Representatives shall not contact or 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 Consent required in connection with this Agreement or the transactions contemplated hereby, or (ii) with the prior written consent of the Target Company (which shall not be unreasonably withheld, conditioned or delayed), provided that the Target Company shall have the right to have a Representative present during any such restrictions) or (b) waive attorney-client 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 (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined contact in the Confidentiality Agreement)event that it consents to such contact.

Access to Information. From the date of this Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementEffective Time, the Company shall (will, and shall will cause its subsidiaries, and each of its Subsidiaries their respective officers, directors, employees, counsel, advisors and representatives (collectively, the "Company Representatives") to) afford to , give Parent and the Purchaser and their respective officers, employees, counsel, investment bankers, accountants advisors and other authorized representatives (“collectively, the "Parent 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, full access during normal business hours and upon reasonable noticehours, to the properties, offices and other facilities and to the books and records of the Company and its Subsidiaries andsubsidiaries and will cause the Company Representatives and the Company's subsidiaries to furnish Parent, during the Purchaser and the Parent Representatives to the extent available with such period, shall, financial and shall cause each of its Subsidiaries to, furnish promptly operating data and such other information (with sensitivity to such Representatives all information concerning competitive information) with respect to the business, properties business and personnel operations of the Company and its Subsidiaries in each case subsidiaries as Parent and the Purchaser may from time to time reasonably be requested and necessary to consummate request provided that the Transactions (and foregoing shall not to conduct further due diligence or other investigation of the Company); provided, however, that nothing herein shall require the Company to permit any inspection, or any of its Subsidiaries to disclose any information information, which would result in the disclosure of any trade secrets of third parties or violate any obligation of the Company with respect to the Parent or the Purchaser confidentiality if such disclosure would, would reasonably be expected to result in the reasonable judgment of liability to the Company, (a) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party (and provided that the Company shall use its have used reasonable best efforts to obtain waivers the consent of any such restrictions) third party to such inspection or (b) waive attorney-client privilegedisclosure. Promptly after The Confidentiality Agreement dated March 15, 1999, as amended through the Agreement Datedate hereof, between Parent and 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 (the “"Confidentiality Agreement”") shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives 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 6.2 shall affect any representation or warranty given by the Company.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementUpon reasonable notice, the Company shall will (and shall will cause its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives of Parent and Purchaser, access, at all reasonable times during the period prior to the Effective 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) 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, 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 Parent and Purchaser all information concerning the its business, properties and personnel of the Company and its Subsidiaries in each case as Parent or Purchaser may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company)request; provided, howeverthat (i) no investigation or request pursuant to this Section 6.3 or otherwise as undertaken in connection with the transactions contemplated hereunder, that nothing herein shall require 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 its Subsidiaries their respective directors, officers, employees, agents or representatives to disclose 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 Parent or the Purchaser if such disclosure would, in the reasonable judgment terms of the CompanyConfidentiality Agreement dated December 16, (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 obtain waivers of any such restrictions) or (b) waive attorney-client 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, 20102002, by and between Reuters America Inc. and the Company and the Parent (the “"Confidentiality Agreement”) shall apply "), and each party hereto will comply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in terms of the Confidentiality Agreement), whether or not a party thereto.

Access to Information. From the Agreement Date until the earlier Upon reasonable notice, each of the Share Acceptance Time MI Corp. and the termination of this Agreement, the Company MVT Corp. shall (and shall cause each of 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, investment bankers, accountants financial advisors and other authorized representatives (“Representatives”) of the Parent and the Purchaser representatives, reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, access during normal business hours and upon reasonable noticehours, to all the books, records, Contracts, properties, books plants and records personnel of the Company and its Subsidiaries MVT Business and, during such period, shall, MI Corp. or MVT Corp. shall (and shall cause each of its Subsidiaries to, ) furnish promptly to Investor (a) notice of each material report, schedule, registration statement and other document filed, published, announced or received by MVT Corp. during such Representatives period pursuant to the requirements of Federal or state securities laws, as applicable (other than documents which MI Corp. or MVT Corp. is not permitted to disclose under Applicable Laws) and (b) all information concerning the MVT Corp. and its business, properties and personnel of the Company and its Subsidiaries in each case as Investor may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company)request; provided, however, that nothing herein shall require MI Corp. or MVT Corp. may restrict the Company foregoing access to the extent that (i) any Applicable Laws or Contracts requires MI Corp., MVT Corp. or their Subsidiaries to restrict or prohibit access to any such properties or information, (ii) 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 to disclose any the information is not related to the Parent or the Purchaser if MVT Business. Investor will hold any such disclosure wouldinformation obtained pursuant to this Section 6.3 in confidence in accordance with, in the reasonable judgment of the Companyand will otherwise be subject to, (a) violate applicable Law or the provisions of any agreement to which the Company Confidentiality Agreement dated January 29, 2007 between MI Corp. and Warburg Pincus LLC (as it may be amended or any of its Subsidiaries is a party (provided that the Company shall use its reasonable best efforts to obtain waivers of any such restrictions) or (b) waive attorney-client privilege. Promptly after the Agreement Datesupplemented, 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 (the “Confidentiality Agreement”) ). The Confidentiality Agreement shall apply with respect survive any termination of this Agreement. Any investigation by Investor shall not affect the representations and warranties contained herein or the conditions to information furnished hereunder by the Company, its Subsidiaries and respective obligations of the Company’s Representatives (as defined in parties to consummate the Confidentiality Agreement)Transactions.

Access to Information. (a) From the Agreement Date date hereof until the earlier of the Share Acceptance Time and the termination of this AgreementClosing, the Company shall (i) give Parent and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankersfinancial advisors, accountants auditors and other authorized representatives (“collectively, the "Parent 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, access during normal business hours and upon reasonable notice, to the offices, properties, books and records of the Company and the Subsidiaries, (ii) furnish to Parent and the Parent Representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its Subsidiaries andemployees, during counsel and financial advisors to cooperate with Parent in its investigation of its business and the business of the Subsidiaries; 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 period, shall, information of the terms of the Confidentiality Agreements and shall cause each be responsible for any breach by such Parent Representatives of its Subsidiaries to, furnish promptly the Confidentiality Agreements; and provided further that no investigation pursuant to this Section 8.02(a) shall affect any representation or warranty given by W or the Company hereunder. Any investigation pursuant to this Section 8.02(a) shall be conducted in such Representatives all information concerning manner as not to interfere unreasonably with the business, properties and personnel conduct of the business of the Company and its the Subsidiaries. Notwithstanding the foregoing, Parent shall not have access to personnel records of the Company and the Subsidiaries in each case as may reasonably be requested and necessary relating to consummate the Transactions (and not to conduct further due diligence individual performance or evaluation records, medical histories or other investigation of information which in the Company); provided, however, that nothing herein shall require 's good faith opinion is sensitive or the disclosure of which could subject the Company or any Subsidiary to risk 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 obtain waivers of any such restrictions) or (b) waive attorney-client 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 (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)liability.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this Agreement, the Company shall (and shall cause each of its Subsidiaries toa) 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, to the properties, books and records of the Company and its Subsidiaries and, during such period, 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 Representatives period pursuant to the requirements of federal or state laws and (ii) all other information concerning the UTI, its business, properties and personnel of the Company and its Subsidiaries in each case as PEC may reasonably request. UTI shall be requested and necessary entitled to consummate have a representative present at any such inspection. Notwithstanding the Transactions (and foregoing, UTI shall not be obligated 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 provide 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 UTI shall have been advised by legal counsel that the Company 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 such time as such information otherwise becomes publicly available and shall use its reasonable best efforts to obtain waivers ensure that such affiliates, associates and representatives do not disclose such information to others without the prior written consent of UTI. In the event of termination of this Agreement for any reason, PEC shall promptly return or destroy all nonpublic documents so obtained from UTI and any copies made of such restrictions) or (b) waive attorney-client privilegedocuments for PEC. Promptly after the Agreement DatePEC shall not, the Company and shall provide to the Parent a copy of each Company financial advisor’s fairness opinioncause its affiliates, a summary of the analysis underlying each fairness opinion associates and a copy of the relevant portions of each Company financial advisor’s presentation to the Company Board related thereto. That certain letter agreementrepresentatives not to, dated April 28, 2010, by use any nonpublic information regarding UTI and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries in any way detrimental to UTI and the Company’s Representatives (as defined in the Confidentiality Agreement)its Subsidiaries.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this Agreement, the (a) 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 the Parent and the Purchaser reasonable access, in a manner not materially unreasonably disruptive to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable noticenotice 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, 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 for reasonable purposes related to consummate the Transactions (and not to conduct further due diligence or other investigation consummation of the Company)transactions contemplated by this Agreement; provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to the Parent or the Purchaser Sub if such disclosure would, in the reasonable judgment of the Company, (ai) cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) 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 (provided that as long as the Company shall use its has used commercially reasonable best efforts to obtain waivers the consent of any such restrictionsthe other party to the agreement) or (biii) waive constitute a waiver of the attorney-client privilege. Promptly after the Agreement Date, or other privilege held by the Company or any of its Subsidiaries; provided further, however, that nothing herein shall provide authorize Parent or its Representatives to undertake any invasive environmental sampling at any of the properties owned, operated or leased by the Company or its Subsidiaries, without the prior consent of the Company. 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 purpose unrelated 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 theretotransactions contemplated by this Agreement. That certain letter agreement, dated April 28, 2010, by and between the Company The Confidentiality Agreement and the Parent (the “Confidentiality Agreement”) Joint Defense Agreement shall apply with respect to information furnished hereunder by or on behalf of the Company, 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 prospective sources of debt financing (including convertible or equity-linked debt) (and representatives of such financing sources) in the term “Representative” as such term is defined therein.

Access to Information. From During the Agreement Date until Interim Period, to the earlier extent permitted by applicable Law and Contracts, each of the Share Acceptance Time and the termination of this Agreementparties hereto shall, the Company shall (and shall cause each of its respective Subsidiaries to) , afford to officers, employees, counsel, investment bankers, accountants and the other authorized representatives (“Representatives”) of the Parent and the Purchaser parties reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, access during normal business hours and upon reasonable notice, advance notice to the all of their respective properties, books 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 of the Company and its Subsidiaries and, during such period, shall, and shall furnish, or cause each of its Subsidiaries toto be furnished, furnish reasonably promptly to such Representatives all information (financial or otherwise) concerning the its business, properties and personnel as any of the Company 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 in each case as may which (i) could reasonably be requested 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 necessary to consummate use its reasonable best efforts to prevent or promptly to remedy the Transactions (and not to conduct further due diligence or other investigation of the Company)same; provided, however, that nothing herein no such notification shall require affect the Company representations, warranties and covenants of any party or relieve any party of its Subsidiaries any breach of any such representation, warranty or covenant or affect the remedies available to the other parties receiving notice hereunder. Notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the Parent or the Purchaser any other party if such disclosure would, in the reasonable judgment of the Company, (a) violate applicable Law or the provisions of would be reasonably likely to jeopardize 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 obtain waivers of any such restrictions) or (b) 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 (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement).

Access to Information. (a) From the date of this Agreement Date until to the Effective Time or earlier of the Share Acceptance Time and the termination of this Agreement, upon reasonable notice and subject to applicable Laws (including any applicable United States and foreign antitrust and competition Laws and any COVID-19 Measures) relating to the exchange of information, 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 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, 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 afford to the 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 Parent, reasonable access, during normal business hours, and upon reasonable prior notice, to all its properties, books, Contracts, commitments and records, and to its officers, employees and Representatives, in each case in a manner not unreasonably disruptive to the normal operation of the business of the Company and its Subsidiaries, and, during such Representatives period, the Company shall, and shall cause its Subsidiaries to, 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 Company or its Subsidiaries issued, granted or given by any Governmental Entity specified in Section 6.2(c) of the Company Disclosure Schedule and (ii) all other information concerning the its business, properties and personnel of the Company and its Subsidiaries in each case as Parent may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company)request; provided, however, that nothing herein shall require the Company shall not be required to provide such access or any of its Subsidiaries furnish such information if the Company in good faith reasonably believes that doing so would reasonably be expected to disclose any information to the Parent or the Purchaser if such disclosure would, in the reasonable judgment of the Company, (a) result in the loss of attorney-client privilege or rights under the attorney work product doctrine, (b) breach or violate any applicable Law or Legal Requirement, (c) violate any confidentiality obligation (existing on the provisions of date hereof) with respect to such information or (d) violate any agreement to which the Company or any of its Subsidiaries is a party COVID-19 Measures (provided it being understood, however, that the Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to obtain waivers of provide such access in a manner that does not violate any COVID-19 Measures); provided, further, that the parties agree to collaborate in good faith to make alternative arrangements to allow for such restrictionsaccess or disclosure in a manner that does not result in the events set out in clause (a), (b), (c) or (bd) waive attorney-client privilegeabove. Promptly after No investigation by Parent or its Representatives shall constitute a waiver of or otherwise affect the Agreement Daterepresentations, warranties, covenants or agreements of the Company shall provide set forth herein or otherwise affect any condition to the Parent a copy of each Company financial advisor’s fairness opinion, a summary obligations 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 (the “Confidentiality parties hereto under this Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement).

Access to Information. From and after the date of this Agreement Date until and prior to the earlier Closing, to the extent permitted by applicable Law and Contracts, each of the Share Acceptance Time and the termination of this Agreement, the Company shall (and parties hereto shall cause each of its the Ventures and their Subsidiaries to) , afford to officers, employees, counsel, investment bankers, accountants and the other authorized representatives (“Representatives”) of the Parent and the Purchaser parties reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, access during normal business hours and upon reasonable notice, advance notice to the all of their respective properties, books offices, books, Contracts, commitments, personnel and records of the Company and its Subsidiaries and, during such period, shall, and shall furnish, or cause each of its Subsidiaries to, furnish to be furnished reasonably promptly to such Representatives all information (financial or otherwise) concerning the its business, properties and personnel as any of the Company and its Subsidiaries in each case as other parties may reasonably be requested request. Prior to and necessary after the Closing, each party hereto will hold, and will cause its representatives to consummate hold, any nonpublic information, including any information exchanged pursuant to this Section 9.06, in confidence, except to the Transactions extent disclosure is (a) required by law or pursuant to the terms of a valid and not to conduct further due diligence effective subpoena, order or other investigation 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 provided access to such information in connection with the IPO and the transactions contemplated by this Agreement; provided, however, that nothing herein this obligation shall require terminate upon 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 obtain waivers of any such restrictions) or (b) waive attorney-client 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 Closing for the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)Subsidiaries.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this Agreement, the The Company shall (and shall cause each of its Subsidiaries to) afford to officersNewco, employeesPurchaser and REG and its and their accountants, counsel, investment bankersfinancial advisors, accountants environmental consultants and other authorized representatives (“Representatives”) representatives, and to prospective lenders, placement agents and other financing sources and each of the Parent and the Purchaser their respective representatives, 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 noticenotice throughout the period prior to the Closing, to their respective properties and facilities (including all real property and the propertiesbuildings, books structures, fixtures, appurtenances and records improvements erected, attached or located thereon), Books and Records, financial information (including working papers and data in the possession of the Company or its independent public accountants, internal audit reports, and its Subsidiaries “management letters” from such accountants with respect to the Company’s systems of internal control), Contracts, commitments and records and, during such period, shall, and shall cause each of its Subsidiaries to, furnish promptly to such Representatives all information concerning the businessits businesses, properties and personnel of the Company and its Subsidiaries as Newco, Purchaser or REG shall reasonably request in each case as may reasonably be requested and necessary to consummate connection with the Transactions (and not to conduct further due diligence or other investigation transactions contemplated herein, including preparation of the Company)Form S-4; provided, however, that nothing herein such investigation shall require not unreasonably disrupt the Company’s operations. Similarly, Newco, Purchaser and REG shall afford to the Company or any 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 its Subsidiaries to disclose any information to the Parent or the Newco, 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 and REG as the Company shall use its reasonable best efforts reasonably request in connection with the transactions contemplated herein; provided, however, such investigation shall not unreasonably disrupt the operations of Newco, Purchaser or REG. Prior to obtain waivers the Closing, each party hereto shall generally keep the other parties informed as to all material matters involving the operations and businesses of any such restrictions) or (b) waive attorney-client privilegeeach other. Promptly after The Company shall authorize and direct the Agreement Dateappropriate directors, managers, officers and employees of the Company shall provide to discuss matters involving the Parent a copy of each Company financial advisor’s fairness opinion, a summary operations and business of the analysis underlying each fairness opinion Company with representatives of Newco, Purchaser and a copy 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 relevant portions Company and its prospective lenders or placement agents and other financial sources. All nonpublic information provided to, or obtained by, any party hereto in connection with the transactions contemplated hereby shall be “Confidential Information” for purposes of each Company financial advisor’s presentation to the Company Board related thereto. That certain letter agreementConfidentiality Agreement dated June , dated April 28, 2010, 2008 by and between among REG and the Company and the Parent Addendum to Confidentiality Agreement dated December 8, 2008 by and among REG and the Company (collectively the “Confidentiality Agreement”) ), which Confidentiality Agreement shall apply 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 respect seeking necessary consents and approvals as contemplated hereby and in connection with the Financing. Notwithstanding the foregoing, the Company shall not be required to disclose any information furnished hereunder by the Company, its Subsidiaries and if such disclosure would contravene any applicable Law or any Contract which may restrict the Company’s Representatives disclosure. Newco, Purchaser and REG shall arrange with the parties to the Common Plan Agreements (as defined in other than REG) to provide the Confidentiality Agreement)Company access to information regarding such parties on terms substantially similar to those relating to the Company’s access to information regarding Newco, Purchaser and REG provided by this Section 6.1.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementUpon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants accountants, consultants and debt financing sources 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 noticenotice throughout the period prior to the Effective Time, to the properties, books and records of the Company and its Subsidiaries andand to the officers and employees of the Company and its Subsidiaries, and during such period, shall, 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)requested; provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to the Parent or the Purchaser Sub if such disclosure would, in the reasonable judgment of the Company, (ai) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party (provided provided, that at the request of Parent, the Company shall use its commercially reasonable best efforts to obtain waivers the consent of any such restrictionsparty to such disclosure) or (bii) waive jeopardize any attorney-client or other legal privilege. Promptly after ; provided further, however, that nothing herein shall authorize Parent or its Representatives to undertake any environmental investigations or sampling at any of the Agreement Dateproperties owned, operated or leased by the Company shall provide 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 purpose unrelated to the Parent a copy of each Company financial advisor’s fairness opinion, a summary consummation 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 theretotransactions contemplated by this Agreement. That certain letter The confidentiality agreement, dated April 28February 22, 2010, by and between the Company and the Parent 2007 (the “Confidentiality Agreement”) ), between UBS Securities LLC, as representative of the Company, and Platinum Equity Advisors, LLC shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s officers, employees and other Representatives (as defined in the Confidentiality Agreement)hereunder.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this Agreement, the The Company shall (and shall cause each of its Subsidiaries to) afford to officersNewco, employeesPurchaser and REG and its and their accountants, counsel, investment bankersfinancial advisors, accountants environmental consultants and other authorized representatives (“Representatives”) representatives, and to prospective lenders, placement agents and other financing sources and each of the Parent and the Purchaser their respective representatives, 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 noticenotice throughout the period prior to the Closing, to their respective properties and facilities (including all real property and the propertiesbuildings, books structures, fixtures, appurtenances and records improvements erected, attached or located thereon), Books and Records, financial information (including working papers and data in the possession of the Company or its independent public accountants, internal audit reports, and its Subsidiaries “management letters” from such accountants with respect to the Company’s systems of internal control), Contracts, commitments and records and, during such period, shall, and shall cause each of its Subsidiaries to, furnish promptly to such Representatives all information concerning the businessits businesses, properties and personnel of the Company and its Subsidiaries as Newco, Purchaser or REG shall reasonably request in each case as may reasonably be requested and necessary to consummate connection with the Transactions (and not to conduct further due diligence or other investigation transactions contemplated herein, including preparation of the Company)Form S-4; provided, however, that nothing herein such investigation shall require not unreasonably disrupt the Company’s operations. Similarly, Newco, Purchaser and REG shall afford to the Company or any 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 its Subsidiaries to disclose any information to the Parent or the Newco, 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 and REG as the Company shall use its reasonable best efforts reasonably request in connection with the transactions contemplated herein; provided, however, such investigation shall not unreasonably disrupt the operations of Newco, Purchaser or REG. Prior to obtain waivers the Closing, each party hereto shall generally keep the other parties informed as to all material matters involving the operations and businesses of any such restrictions) or (b) waive attorney-client privilegeeach other. Promptly after The Company shall authorize and direct the Agreement Dateappropriate directors, managers, officers and employees of the Company shall provide to discuss matters involving the Parent a copy of each Company financial advisor’s fairness opinion, a summary operations and business of the analysis underlying each fairness opinion Company with representatives of Newco, Purchaser and a copy 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 relevant portions Company and its prospective lenders or placement agents and other financial sources. All nonpublic information provided to, or obtained by, any party hereto in connection with the transactions contemplated hereby shall be “Confidential Information” for purposes of each Company financial advisor’s presentation to the Company Board related thereto. That certain letter agreementConfidentiality Agreement dated June __, dated April 28, 2010, 2008 by and between among REG and the Company and the Parent Addendum to Confidentiality Agreement dated December 8, 2008 by and among REG and the Company (collectively the “Confidentiality Agreement”) ), which Confidentiality Agreement shall apply 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 respect seeking necessary consents and approvals as contemplated hereby and in connection with the Financing. Notwithstanding the foregoing, the Company shall not be required to disclose any information furnished hereunder by the Company, its Subsidiaries and if such disclosure would contravene any applicable Law or any Contract which may restrict the Company’s Representatives disclosure. Newco, Purchaser and REG shall arrange with the parties to the Common Plan Agreements (as defined in other than REG) to provide the Confidentiality Agreement)Company access to information regarding such parties on terms substantially similar to those relating to the Company’s access to information regarding Newco, Purchaser and REG provided by this Section 6.1.

Access to Information. From the Agreement Date date hereof until the earlier of the Share Acceptance Effective Time and subject to Applicable Law and (x) the termination Confidentiality Agreement dated as of this 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 each of its Subsidiaries to) afford to (or in the case of work papers, shall use its commercially reasonable efforts to), upon reasonable prior written notice (a) provide Parent and its officers, directors, employees, counsel, investment bankers, accountants and attorneys, lenders, underwriters, accountants, consultants or other authorized agents, advisors or other representatives (“Representatives”) reasonable access to the Representatives properties, books and records, work papers and other documents of the 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 Purchaser reasonable access, due diligence investigation conducted by Parent in a manner not materially disruptive connection with the transactions contemplated by this Agreement prior to the operations date hereof and (b) furnish to Parent and its Representatives such existing information as such Persons may reasonably request within a reasonable time of such request, including copies of such existing information. Any investigation pursuant to this Section shall be conducted during normal business hours and in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable notice, . Notwithstanding anything in this Section 6.02 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 contrary: (i) nothing 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 this Section 6.02 shall require the Company or any of its Subsidiaries to disclose (A) make any information 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 Parent Company and such auditors or accountants or (B) provide any information, documents or access that would impair (based on the Purchaser if such disclosure would, in the reasonable judgment advice of the Company, (a’s outside legal counsel) violate applicable Law or the provisions any attorney-client privilege of any agreement to which the Company or any of its Subsidiaries is a party Subsidiaries, or any Representative of the foregoing, or any protection under the work product doctrine or any similar privilege or protection, provided that, with respect to this clause (provided that B), the Company shall use its reasonable best efforts to obtain waivers implement appropriate and mutually agreeable measures to permit the disclosure of any such restrictions) or (b) waive attorneyinformation in a manner to remove the basis for the non-client privilege. Promptly after the Agreement Date, the Company shall provide disclosure to the Parent greatest extent possible, including by arrangement of appropriate clean room procedures, redaction of text from documents or entry into 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 (the “Confidentiality Agreement”) shall apply customary joint defense agreement with respect to any information furnished hereunder by the Company, its Subsidiaries to be so provided; and (ii) any access to the Company’s Representatives (as defined or any of its Subsidiaries’ properties shall be subject to the Company’s reasonable security and insurance measures and shall not include the right to conduct any environmental testing, sampling or other intrusive investigations of any kind. No information or knowledge obtained by Parent in any investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty made by the Confidentiality Agreement)Company hereunder.

Access to Information. From the date of this Agreement Date until the earlier of Closing, the Share Acceptance Time Indemnifying Members will, and will cause the Company to: (A) afford Buyer and its Representatives reasonable access to and the termination of this Agreementright to inspect the Real Property, the Company shall (and shall cause each of its Subsidiaries to) afford to officersproperties, employeesassets, 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, to the propertiespremises, books and records of 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 and as Buyer or any of its Subsidiaries and, during such period, shallRepresentatives may reasonably request, and shall cause each of (C) instruct the Company’s Representatives to cooperate with Buyer in 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 any such investigation is conducted during normal business hours after reasonable advance notice to the Indemnifying Members, under the supervision of the Indemnifying Members’ or the Company’s personnel and in such manner as not to interfere with the Company’s normal operations. Buyer must direct all requests for access under this Section 6.2 exclusively to the Indemnifying Members or such other individuals as they may designate in writing from time to time. Despite anything to the contrary in this Agreement, neither the Indemnifying Members nor the Company or any of its Subsidiaries to must disclose any information to Buyer if the Parent or the Purchaser if Indemnifying Members decide such disclosure would, in the reasonable judgment of the Company, : (a1) violate applicable Law or the provisions of jeopardize 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 obtain waivers of any such restrictions) or (b) waive attorney-client or other privilege. Promptly after the Agreement Date, the Company shall provide or (2) contravene any Law, fiduciary duty or binding agreement entered into prior to the Parent a copy date of each Company financial advisor’s fairness opinionthis Agreement. Before the Closing, a summary 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 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 may perform invasive or subsurface investigations of the Parent (Real Property. Consent to conduct investigations of the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and 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 (as defined in to, abide by the terms of the Confidentiality Agreement)Agreement regarding any access or information provided under this Section 6.2.

Access to Information. From the date of this Agreement Date until the earlier of the Share Acceptance Effective Time or the date this Agreement is terminated in accordance with Article 7, and subject to the termination requirements of this Agreementany applicable Law, 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 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, to the properties, books and records of the Company and its Subsidiaries and, during such period, 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 notice and during the Company’s normal business hours, to the offices and other facilities and to the books and records of the Company and each of its Subsidiaries and shall cause the Company Representatives to furnish promptly or make available to Parent, Purchaser and the Parent Representatives such Representatives all financial and operating data and such other information concerning with respect to the business, properties business and personnel operations of the Company and its Subsidiaries in each case as Parent, Purchaser or the Parent Representatives may from time to time reasonably request. The foregoing notwithstanding, the Company shall not be requested and necessary required to consummate afford such access to the Transactions (and not to conduct further due diligence or other investigation extent that it would unreasonably disrupt the operations 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 wouldSubsidiaries, in the reasonable judgment of the Company, (a) violate applicable Law or the provisions would cause a violation 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 obtain waivers party, would likely result in a loss of any such restrictions) privilege or (b) waive attorney-client 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 trade secret protection to the Company Board related theretoor any of its Subsidiaries or would constitute a violation of any applicable Law. That certain letter agreementUnless otherwise required by Law, each of Parent and Purchaser shall, and shall cause the Parent Representatives to, hold any such information in confidence in accordance with the terms of the Confidentiality Agreement. Except as otherwise agreed to by the Company, and notwithstanding termination of this Agreement, the terms and provisions of the Confidentiality Agreement, dated April 28March 24, 2010, by and between the Company and the Parent 2008 (the “Confidentiality Agreement”) ), between Parent and the Company shall apply with respect to all information furnished to any Parent Representative by any Company Representative hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)or thereunder.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this Agreement(a) Subject to applicable Law, the Company shall (will provide and shall will cause each of its Subsidiaries to) afford and its and their respective Representatives to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the provide Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company Merger Sub and its Subsidiariestheir respective authorized Representatives, during normal business hours and upon reasonable notice, advance notice (i) such access to the offices, properties, books and records of the Company and its such Subsidiaries and, during (so long as such period, shall, and shall cause each of its Subsidiaries to, furnish promptly to such Representatives all information concerning access does not unreasonably interfere with 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 operations of the Company); provided) as Parent or Merger Sub reasonably may request and (ii) all documents that Parent or Merger Sub reasonably may request. Notwithstanding the foregoing, howeverParent, that nothing herein Merger Sub and their Representatives shall require the Company or not have access to any of its Subsidiaries to disclose any books, records, documents and other information (i) to the Parent extent that books, records, documents or other information is subject to the Purchaser if such disclosure would, in the reasonable judgment terms of the Company, (a) violate applicable Law or the provisions of any a confidentiality agreement to which the Company or any of its Subsidiaries is with a third party (provided that the Company shall use its reasonable best efforts to obtain waivers under such agreements or implement requisite procedures to enable reasonable access without violating such agreement), (ii) to the extent that the disclosure thereof would result in the loss of any such restrictions) or (b) waive attorney-client privilege. Promptly after , (iii) to the Agreement Date, extent required by applicable Law (provided that the Company shall provide use its reasonable best efforts to enable the provision of reasonable access without violating such law) or (iv) to the Parent a copy extent relating to pricing or other matters that are highly sensitive if the exchange of each Company financial advisor’s fairness opinionsuch books, a summary of the analysis underlying each fairness opinion and a copy of the relevant records, documents or other information (or portions of each Company financial advisor’s presentation to the Company Board related thereto. That certain letter agreementthereof), dated April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder as reasonably determined by the Company’s counsel, would be reasonably likely to result in antitrust difficulties for the Company (or any of its Subsidiaries 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 subject to the Confidentiality Agreements and the confidentiality agreement dated February 5, 2006, among WLG, SK and HBK and the Company’s Representatives (as defined in the Confidentiality Agreement).

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementSubject to Antitrust Laws, the Company shall (and shall cause each of its Subsidiaries to) afford to Parent and its Representatives reasonable access, at reasonable times upon reasonable prior notice, to the officers, employees, counselproperties, investment bankers, accountants offices 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, to the properties, books and records facilities of the Company and its Subsidiaries andand to their books, during such periodrecords, shall, contracts and documents and shall cause each of its Subsidiaries to, furnish reasonably promptly to Parent and its Representatives such Representatives all information concerning the businessCompany’s and its Subsidiaries’ business (including financial, properties operating and other data), properties, assets, contracts, records and personnel as may be reasonably requested, from time to time, by or on behalf of Parent. Each of 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 or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Company and its Subsidiaries in each case as may reasonably be requested of their normal duties. With respect to any person, “Representatives” shall mean, collectively, such person’s officers, directors, employees, accountants, consultants, agents, legal counsel, financial advisors and necessary to consummate other representatives. Notwithstanding the Transactions (and not to conduct further due diligence or other investigation foregoing provisions of the Company); providedthis Section 5.2, however, that nothing herein shall require the Company shall not be required to, or to cause any of its Subsidiaries to, grant access or furnish information to Parent or any of its Subsidiaries to disclose any information Representatives to the Parent extent that such information is subject to an attorney/client or attorney work product privilege or that such access or the Purchaser if furnishing of such disclosure would, in the reasonable judgment of the Company, information is prohibited by law or an existing contract or agreement (a) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party (provided it being agreed that the Company Parties shall use its their reasonable best efforts to obtain waivers cause such information to be provided in a manner that does not cause such jeopardization or contravention). The Confidentiality Agreement dated as of any such restrictions) or (b) waive attorney-client privilege. Promptly after the Agreement DateMarch 11, 2014 between Parent and 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 (the “Confidentiality Agreement”) ), shall survive the execution and delivery of this Agreement and, subject to Section 7.5, shall apply with respect to all information furnished thereunder or hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)any other activities contemplated thereby.

Access to Information. From (a) During the Agreement Date until Pre-Closing Period: (i) the earlier Company shall, upon reasonable advance written request from Parent, afford Parent and its Representatives reasonable access during business hours of the Share Acceptance Time and Company, for any reasonable business purpose related to the termination of this Agreement, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) consummation 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 noticeTransactions, to (A) all of the properties, books books, Contracts and records of the Company and its Subsidiaries and, during such period, shall, each Subsidiary and shall cause each of its Subsidiaries to, furnish promptly to such Representatives (B) all other information concerning the businessBusiness, results of operations, product development efforts, properties (tangible and intangible, including Intellectual Property Rights) and personnel of the Company and its Subsidiaries or any Subsidiary as Parent may reasonably request, in each case at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation unreasonably interfere with the normal operation of the business 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 nothing herein shall require in each case the Company shall not be required to provide such access or any of its Subsidiaries to disclose any information documents to the Parent extent it determines that providing such access or the Purchaser if such disclosure would, in the reasonable judgment of the Company, documents would (ax) violate applicable Law or the provisions terms of any confidentiality agreement or other Contract with a third Person entered into prior to which the Company or any of its Subsidiaries is a party Agreement Date (provided that the Company shall use its reasonable best efforts to obtain waivers the required consent of such third Person to such access or disclosure); (y) result in the loss of any attorney-client privilege (provided that the Company shall use its reasonable best efforts to allow for such restrictions) access or (b) waive provision of documents in a manner that does not result in a loss of attorney-client privilege); or (z) violate any Applicable Law (provided that the Company shall use its reasonable best efforts to provide such access or make such disclosure in a manner that does not violate Applicable Law). Promptly after Notwithstanding anything contained in this Agreement to the Agreement Datecontrary, the Company shall not be required to provide any access or make any disclosure to Parent or its Representatives pursuant to this Section 6.2 to the extent such access or information is reasonably pertinent to any Legal Proceeding in respect of which the Company or any of its Affiliates, on the one hand, and Parent a copy or any of each Company financial advisor’s fairness opinionits Affiliates, a summary of on the analysis underlying each fairness opinion and a copy of the relevant portions of each Company financial advisor’s presentation other hand, are adverse parties. With respect to the Company Board related thereto. That certain information disclosed pursuant to this Section 6.2, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the confidentiality letter agreement, dated April 28as of September 21, 20102016, by and between the Company and the Parent (as may be amended from time to time in accordance with its terms, the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement).

Access to Information. From the Agreement Date until the earlier Upon reasonable notice, each of the Share Acceptance Time Xxxxxxx-Xxxxxx, Spinco and the termination of this Agreement, the Company Regis shall (and shall cause each of 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, investment bankers, accountants financial advisors and other authorized representatives representatives, reasonable access during normal business hours, to all its books, records, Contracts, properties, plants and personnel (“Representatives”) in the case of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company Xxxxxxx-Xxxxxx and its Subsidiaries, during normal business hours and upon reasonable notice, only with respect to the properties, books and records business of the Company Spinco and its Subsidiaries Subsidiaries) and, during such period, shall, such party shall (and shall cause each of its Subsidiaries to, ) furnish promptly to the other party (a) notice of each material report, schedule, registration statement and other document filed, published, announced or received by Regis or Spinco (as applicable) during such Representatives period pursuant to the requirements of Federal or state securities laws, as applicable (other than documents which such party is not permitted to disclose under Applicable Laws) and (b) all information concerning the it and its business, properties and personnel of the Company and its Subsidiaries in each case as such other party may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company)request; provided, however, that nothing herein shall require either party may restrict the Company foregoing access to the extent that (i) any Applicable Laws or any of Contract requires such party or its Subsidiaries to disclose restrict or prohibit access to any such properties or information, (ii) disclosure of such information would violate confidentiality obligations to a third party, (iii) disclosure of such information would be reasonably likely to result in significant competitive harm to the disclosing Person if the transactions contemplated by this Agreement were not consummated, it being understood that the parties will provide extracts, or summaries, or aggregations or other information to the Parent greatest extent practicable in a manner that does not result in any such violation or the Purchaser if such improper disclosure would, or (iv) in the reasonable judgment case of Xxxxxxx-Xxxxxx and its Subsidiaries, the Companyinformation is not related to the Spinco Business. The parties will hold any such information obtained pursuant to this Section 7.3 in confidence in accordance with, (a) violate applicable Law or and will otherwise be subject to, the provisions of any agreement to which the Company Confidentiality Agreement dated September 9, 2005 between Xxxxxxx-Xxxxxx and Regis (as it may be amended or any of its Subsidiaries is a party (provided that the Company shall use its reasonable best efforts to obtain waivers of any such restrictions) or (b) waive attorney-client privilege. Promptly after the Agreement Datesupplemented, 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 (the “Confidentiality Agreement”) ). The Confidentiality Agreement shall apply with respect survive any termination of this Agreement. Any investigation by either Regis, Merger Sub or Subco, on the one hand, or Xxxxxxx-Xxxxxx or Spinco, on the other hand, shall not affect the representations and warranties contained herein or the conditions to information furnished hereunder by the Companyrespective obligations of the parties to consummate the Merger, its Subsidiaries and the Company’s Representatives (as defined in Subsequent Merger or the Confidentiality Agreement)Spinco-Subco Merger.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time Subject to confidentiality obligations and the termination of this Agreement, the Company shall (and shall cause each of its Subsidiaries to) afford similar restrictions that may be applicable 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 information furnished to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable notice, 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 by third parties that may be in the Company’s or any of the Company Subsidiaries’ possession from time to disclose time, and except for any information which (i) relates to the Parent negotiation of this Agreement or the Purchaser if such disclosure would, in the reasonable judgment of the CompanyTransactions, (aii) violate is prohibited from being disclosed by applicable Law or (iii) on the provisions advice of any agreement to which legal counsel of the Company would result in the loss of attorney-client privilege or any of its Subsidiaries is a party other similar privilege from disclosure (provided that the Company shall will use its reasonable best efforts to obtain waivers of provide any such restrictionsinformation described in the foregoing clauses (ii) or (biii) waive attorney-client in a manner that would not be so prohibited or would not jeopardize privilege. Promptly ), from and after the date hereof until the earlier of the Closing or the termination of this Agreement Datein 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 (which access will be under the Parent a copy of each Company financial advisor’s fairness opinion, a summary supervision of the analysis underlying each fairness opinion Company’s personnel) to the personnel, books, records, properties, financial statements, internal and a copy external audit reports, regulatory reports, Contracts, Permits, commitments and any other reasonably requested documents and other information of the relevant portions Company during normal business hours (in a manner so as to not interfere with the normal business operations of each Company financial advisor’s presentation the Company) and use commercially reasonable efforts to cause the employees, legal counsel, accountants and representatives of the Company Board related thereto. That certain letter agreement, dated April 28, 2010, by and between to reasonably cooperate with SPAC in its investigation of the Company and the Parent (the “Confidentiality Agreement”) Company; provided that no investigation pursuant to this Section 5.3 shall apply with respect to information furnished hereunder affect any representation or warranty given by the Company. All of such information shall be treated as confidential information pursuant to the Section 7.10 of this Agreement. Notwithstanding anything herein to the contrary, its Subsidiaries and SPAC shall not, without the prior written consent of the Company’s Representatives , make inquiries of Persons having business relationships with the Company (as defined in including suppliers, customers and vendors) regarding the Confidentiality Agreement)Company or such business relationships.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this Agreement, the (a) 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 the Parent and the Purchaser reasonable access, in a manner not materially unreasonably disruptive to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable noticenotice 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, 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 for reasonable purposes related to consummate the Transactions (and not to conduct further due diligence or other investigation consummation of the Company)transactions contemplated by this Agreement; provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to the Parent or the Purchaser Sub if such disclosure would, in the reasonable judgment of the Company, be expected to (ai) 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 (as long as the Company has used all commercially reasonable efforts to obtain the consent of the other party to the agreement), or (ii) constitute a waiver of the attorney-client, work product doctrine or other legal privilege held by the Company or any of its Subsidiaries; provided further, however, that nothing herein shall authorize Parent or its Representatives to undertake any invasive additional diligence investigation after the date of this Agreement, including investigations or sampling at any property owned, operated or leased by the Company or its Subsidiaries without the prior written consent of the Company. Without limiting the foregoing, in the event that the Company does not provide access or information in reliance on the immediately preceding sentence, it shall provide notice to Parent that it is withholding such access or information and shall use its all reasonable best efforts to obtain waivers communicate the applicable information in a way that would not violate the applicable Law, Contract or obligation or risk waiver of any such restrictions) or (b) waive attorney-client privilege. Promptly after the The Confidentiality 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 (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by or on behalf of the Company, 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 prospective sources of debt financing (including convertible or equity-linked debt) (and representatives of such financing sources) in the term “Representative” as such term is defined therein.

Access to Information. From Upon reasonable notice, Parent and the Agreement Date until Company shall each (and shall cause each of their respective Subsidiaries to) afford to the earlier Representatives of the Share Acceptance other reasonable access, during normal business hours during the period prior to the Effective Time and 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 its their respective 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, 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 the other (a) a copy of each report, schedule, registration statement and other document filed or received by it during such Representatives period pursuant to the requirements of federal securities Laws and (b) all other information concerning the 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 or the conditions to the obligations of the Company and its Subsidiaries in each case as may reasonably be requested and necessary parties to consummate the Transactions (and not to conduct further due diligence Merger. Notwithstanding the foregoing or other investigation of the Company); providedSection 6.05, however, that nothing herein shall require neither the Company or any of its Subsidiaries nor Parent shall be required to disclose any information to the Parent or the Purchaser if such disclosure would, in the reasonable judgment of the Company, (a) violate provide any information which it reasonably believes it may not provide to the other party by reason of contractual or legal restrictions, including applicable Law or (and in such circumstances, the provisions of any agreement to which the Company or any of its Subsidiaries is a party (provided that the Company parties shall use its their reasonable best efforts to obtain waivers of any such restrictions) make reasonable and appropriate substitute disclosure arrangements), or which it believes is competitively sensitive information, or (b) waive take any action that would jeopardize any attorney-client privilegeprivilege of such party or its Subsidiaries (and in such circumstances, the parties shall use their reasonable best efforts to make reasonable and appropriate substitute disclosure arrangements). Promptly after the Agreement DateIn addition, the Company shall provide and Parent may designate any competitively sensitive information provided to the Parent a copy of each Company financial advisor’s fairness opinion, a summary other under this Agreement as “outside counsel only” and such information shall be given only to outside counsel of the analysis underlying each fairness opinion and a copy recipient. Each party will use reasonable efforts to minimize any disruption to the businesses 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 other party and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries which may result from the requests for access, data and the Company’s Representatives (as defined in the Confidentiality Agreement)information hereunder.

Access to Information. From The Sellers shall cause the Agreement Date until the earlier Company and its Subsidiaries to afford Purchaser and its accountants, counsel and other representatives reasonable access to (a) all of the Share Acceptance Time properties, books, Contracts, commitments and the termination of this Agreement, 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 the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business records of the Company and its Subsidiaries, during normal business hours including all Company Intellectual Property and upon reasonable noticeCompany Products, 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 (b) all other information concerning the business, properties and personnel (subject to restrictions imposed by applicable law) of the Company and its Subsidiaries in each case as Purchaser may reasonably be requested request, and necessary to consummate (c) the Transactions (and not to conduct further due diligence or other investigation executive Senior Managers of the Company)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 provide to Purchaser and its accountants, counsel and other representatives copies of internal financial statements (including Tax Returns and supporting documentation) promptly upon request; provided, however, that nothing herein no information discovered through the access afforded by this Section 6.1 shall require (x) limit or otherwise affect any remedies available to the Company Party receiving such notice, (y) constitute an acknowledgment or admission of a breach of this Agreement, or (z) be deemed to amend or supplement the Sellers’ Disclosure Schedule or prevent or cure any misrepresentations, 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, or any knowledge acquired (or capable of its Subsidiaries to disclose being acquired) at any information time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the Parent accuracy or inaccuracy of or compliance with, any representation, warranty, covenant or agreement made by the Purchaser if such disclosure would, in the reasonable judgment of the Company, (a) violate applicable Law Sellers or the provisions any other matter. The waiver of any agreement to which condition based on the Company or any of its Subsidiaries is a party (provided that the Company shall use its reasonable best efforts to obtain waivers accuracy of any such restrictions) representation or (b) waive attorney-client privilege. Promptly after warranty, or on the Agreement Date, the Company shall provide to the Parent a copy performance 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 or compliance with any such covenant or agreement, dated April 28will not affect the right to indemnification, 2010payment of Losses, by and between the Company and the Parent (the “Confidentiality Agreement”) or any other remedy based on any such representation, warranty, covenant or agreement. No Indemnified Party shall apply with respect be required to information furnished hereunder by the Companyshow reliance on any representation, its Subsidiaries and the Company’s Representatives (as defined warranty, certificate or other agreement in the Confidentiality Agreement)order for such Indemnified Party to be entitled to indemnification hereunder.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this Agreement, the 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 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, 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, upon reasonable advance notice, afford to Newco, any of its 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 (each such similar agreement, an “Additional Confidentiality Agreement”)) and their Representatives reasonable access during normal business hours to all of the properties, personnel, books and records of the Company and its Subsidiaries (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 be furnished promptly such Representatives all reasonably available information concerning the business, properties and personnel of the Company and its Subsidiaries in each case as Newco may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company)request; provided, however, that nothing herein no such access to information shall require unreasonably interfere with the Company’s or any of its Subsidiaries’ operation of its business; provided, further, that the Company shall not be required to provide access to or furnish any information if to do so would contravene any agreement to which the Company is party or any Law, or, in the event of any litigation or 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 of its Subsidiaries Subsidiaries; provided, further that, the Company uses commercially reasonable efforts to disclose any obtain permission to furnish such information and to the Parent or the Purchaser if provide such disclosure would, information in the reasonable judgment of a manner that would not be reasonably expected to adversely affect the Company, (a) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party (’s interests in litigation; provided that the Company shall use its reasonable best efforts not be required to obtain waivers of make any material payment in exchange for such restrictions) or (b) waive attorney-client privilegepermission. Promptly after All such information shall be kept confidential in accordance with the Agreement Date, the Company shall provide to the Parent a copy of each Company financial advisor’s fairness opinion, a summary terms 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 Confidentiality Agreements or any similar agreement entered into between the Company and any Person to whom the Parent (the “Confidentiality Agreement”) shall apply with respect Company provides information pursuant to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)this Section 6.4.

Access to Information. From (a) Subject to applicable Law, between the Agreement Date until date hereof and the earlier Effective Time, each of the Share Acceptance Time Parties will (i) give the other Parties, Tencent and the termination of this Agreement, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other their respective authorized representatives (“Representatives”) of the Parent and the Purchaser Representatives reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, access during normal business hours to all of its employees, officers, agents, contracts and upon reasonable notice, properties and to the properties, all of its books and records of records, (ii) permit the Company other Parties, Tencent and their respective authorized Representatives to make such inspections as they may reasonably require and (iii) will cause its Subsidiaries and, during such period, shall, officers and shall cause each officers of its Subsidiaries toto furnish the other Parties, furnish promptly Tencent and their respective authorized Representatives with such financial and operating data and other information with respect to such Representatives all information concerning the businessits and its Subsidiaries’ respective businesses, properties and personnel as the other Parties, Tencent and their respective authorized Representatives may from time to time reasonably request; provided that no investigation pursuant to this Section 6.3(a) shall affect or be deemed to modify any of the Company and representations or warranties made by any Party in this Agreement. For the avoidance of doubt, no Party nor any of its Subsidiaries in each case as may reasonably shall be requested and necessary required to consummate provide access to or to disclose information where such access or disclosure would (i) waive the Transactions (and not to conduct further due diligence or other investigation attorney-client privilege of the Company); provided, however, that nothing herein shall require the Company such Party 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 such Party shall use its reasonable best efforts to allow for such access or disclosure to the Company maximum extent that does not result in a loss of attorney-client privilege), (ii) contravene any applicable Law (including any applicable antitrust or competition Laws) or 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 waivers the required consent of any such restrictionsthird party to such access or disclosure) or (biv) waive attorney-client privilegeresult in the other Parties, Tencent or their respective Subsidiaries receiving information that is competitively sensitive. Promptly after the Agreement Date, the Company shall provide If any information is withheld by a Party or any of its Subsidiaries pursuant to the Parent a copy proviso to the preceding sentence, such withholding Party shall inform the other Parties and Tencent as to the general nature of each Company financial advisor’s fairness opinionwhat, a summary and pursuant to which clause 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 (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined proviso in the Confidentiality Agreement)preceding sentence such information, is being withheld.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementThe Company shall, the Company shall (and shall cause each of its Subsidiaries Subsidiary and the Company’s and its Subsidiary’s Representatives to) , afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser its Representatives reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, access during normal business hours and upon reasonable prior notice, during the period prior to the Effective Time, to all of the Company’s and its Subsidiary’s properties, books books, records, contracts, commitments and records of 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 and its Subsidiaries and, during such period, shall, and shall cause each of its Subsidiaries to, furnish promptly to the Parent a copy of each report, schedule, registration statement and other document filed or received by it during such Representatives all period pursuant to the requirements of federal or state securities laws. Unless it is required by Law, the Parent will hold any such information concerning that is nonpublic in confidence in accordance with the business, properties Confidentiality Agreement. The Company shall use reasonable best efforts to secure for the Company access to and personnel copies of the Company and workpapers of its Subsidiaries independent public accountants. No information or knowledge obtained in each case as may reasonably any investigation pursuant to this Section 6.4 or otherwise shall affect or be requested and necessary deemed to modify any representation or warranty contained in the Agreement or the conditions to the obligations of the parties to consummate the Transactions (and Merger. Notwithstanding the foregoing, the Company shall not be obligated to conduct further due diligence provide such access or other investigation of information if the Company); providedCompany determines, howeverin its reasonable judgment, 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, doing so would (a) violate applicable Law or a contract or obligation of confidentiality owing to a third-party, (b) jeopardize the provisions protection of any agreement to which an attorney-client privilege, (c) expose the Company to risk of liability for disclosure of sensitive or any personal information, or (d) require invasive environmental sampling (it being understood, in case of its Subsidiaries is a party clauses (provided a), (b) and (c), that the Company parties shall use its their reasonable best efforts to obtain waivers of any cause such restrictions) access or (b) waive attorney-client privilege. Promptly after the Agreement Dateinformation to be provided in a manner that would not result in such jeopardy, 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 (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreementviolation or exposure).

Access to Information. From Following the Agreement Date until date hereof and prior to the earlier of the Share Acceptance Time and the termination of this AgreementClosing, the Company shall DHC will permit (and shall will 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 Audio Company and its Subsidiaries, 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, to the properties, books personnel, books, records, Contracts, commitments, reports of examination and records documents of or pertaining to DHC, the Audio Company or its 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 (and will cause the Audio Company and its Subsidiaries and, during such period, shall, and shall cause each of its the Retained Subsidiaries to, furnish promptly to ) reasonably cooperate in good faith with any 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)investigations; provided, however, that nothing herein shall require (A) such access does not unreasonably disrupt the normal operations of DHC, any DHC Party, the Audio Company or its Subsidiaries or any of its Subsidiaries 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 (C) none of the DHC Parties are under any obligation to disclose to ANPP 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 as to which the Company or any of its Subsidiaries is a party (provided that the Company shall use its reasonable best efforts to obtain waivers of any such restrictions) or (b) waive attorney-client privilege may be available and where such disclosure would reasonably be expected to cause the loss of such privilege. Promptly after No information or knowledge obtained in any investigation pursuant to this Section 5.02 or otherwise will affect or be deemed to modify any representation or warranty contained herein or to modify the Agreement Date, the Company shall provide conditions to the Parent a copy of each Company financial advisor’s fairness opinion, a summary obligations of the analysis underlying each fairness opinion and a copy of parties hereto to consummate 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 (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)Transactions.

Access to Information. From Subject to contractual and legal restrictions applicable to Parent or to the Agreement Date until Company or any of their respective Subsidiaries, as the earlier case may be, each of the Share Acceptance Time Parent and the termination of this AgreementCompany shall, the Company shall (and shall cause each of its Subsidiaries to) , upon reasonable notice, afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) the Representatives of the Parent other reasonable access to, and the Purchaser reasonable access, in a manner not materially disruptive permit them to the operations of the business of the Company and its Subsidiariesmake such inspections as they may reasonably require of, during normal business hours during the period from the date of this Agreement through the Effective Time, all of its employees, customers, properties, books, contracts, commitments and upon reasonable noticerecords (including the work papers of independent accountants, if available and subject to the propertiesconsent of such independent accountants), books and records of the Company and its Subsidiaries and, during such period, each of Parent and the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to the other (i) a copy of each report, schedule, registration statement and other document filed by it during such Representatives period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning the its business, properties and personnel as the other may reasonably request. No investigation pursuant to this Section 5.3 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the Company and its Subsidiaries in each case as may reasonably be requested and necessary to consummate parties hereto. Notwithstanding the Transactions (and not to conduct further due diligence or other investigation of the Company); providedforegoing, however, that nothing herein shall require neither the Company nor Parent shall be required to afford such access if it would (i) unreasonably disrupt the operations of such party 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 CompanySubsidiaries, (aii) violate applicable Law or the provisions cause a violation of any agreement to which the Company such party or any of its Subsidiaries is a party (provided that Parent or the Company Company, as the case may be, shall use its reasonable best efforts to obtain waivers implement procedures to provide the access or information contemplated by this Section 5.3 without violating such agreement), or (iii) cause a risk of a loss of privilege to such party or any of its Subsidiaries or would constitute a violation of any such restrictions) or (b) waive attorney-client privilegeapplicable Law. Promptly after All information obtained pursuant to this Section 5.3 shall be kept confidential in accordance with the Agreement Dateterms of the Confidentiality Agreement, dated September 16, 2009, between Parent and 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 (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement).

Access to Information. From Upon reasonable notice, GPSI and each GPSI Subsidiary and Parent shall each (and shall cause each of their respective Subsidiaries to) afford to the Agreement Date until the earlier officers, employees, accountants, counsel and other representatives of the Share Acceptance Time other, reasonable access during normal business hours during the period from the date hereof to the Effective Time, to all of its properties, books, Contracts, commitments and the termination records, and during such period, each of this Agreement, the Company GPSI and Parent shall (and shall cause each of its their respective 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, 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 the other all information concerning the its business, properties and personnel of the Company and its Subsidiaries in each case as such other party may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company)request; provided, however, that nothing herein shall require notwithstanding the Company foregoing provisions of this Section 7.8 or any other provision of its Subsidiaries this Agreement, neither GPSI nor Parent shall be required 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 obtain waivers of any such restrictions) or (b) waive attorney-client privilege. Promptly after the Agreement Date, the Company shall 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 a copy or any Subsidiary or former Subsidiary of each Company financial advisor’s fairness opinionGPSI or Parent, a summary but shall identify to the other party the type of document and counter party. Each of GPSI and Parent agrees that it will not, and it will cause its respective representatives not to, use any information obtained pursuant to this Section 7.8 for any purpose unrelated to the consummation of the analysis underlying each fairness opinion and a copy transactions contemplated by this Agreement or reasonably related to the operation of the relevant portions business of each Company financial advisor’s presentation to the Company Board related theretoParent and its Subsidiaries. That certain letter agreementThe Confidentiality Agreement, dated April 28as of September 23, 20102002 (the "Confidentiality Agreement"), by and between the Company GPSI and the Parent (the “Confidentiality Agreement”) Parent, shall apply with respect to information furnished hereunder by the CompanyGPSI, its Parent and their respective Subsidiaries and representatives thereunder or hereunder and any other activities contemplated thereby. The parties agree that this Agreement and the Company’s Representatives (as defined transactions contemplated hereby shall not constitute a violation of the Confidentiality Agreement and that the provisions hereof shall supersede all provisions of the Confidentiality Agreement in the Confidentiality Agreement)event of a conflict.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this Agreement(a) Subject to applicable Law, the Company shall (will provide and shall will cause each of its Subsidiaries to) afford and its and their respective Representatives to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the provide Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company Merger Sub and its Subsidiariestheir respective authorized Representatives, during normal business hours and upon reasonable notice, advance notice (i) such access to the offices, properties, books and records of the Company and its such Subsidiaries and, during (so long as such period, shall, and shall cause each of its Subsidiaries to, furnish promptly to such Representatives all information concerning access does not unreasonably interfere with 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 operations of the Company); provided) as Parent or Merger Sub reasonably may request and (ii) all documents that Parent or Merger Sub reasonably may request. Notwithstanding the foregoing, howeverParent, that nothing herein Merger Sub and their Representatives shall require the Company or not have access to any of its Subsidiaries to disclose any books, records, documents and other information (i) to the Parent extent that such books, records, documents or other information are subject to the Purchaser if such disclosure would, in the reasonable judgment terms of the Company, (a) violate applicable Law or the provisions of any a confidentiality agreement to which the Company or any of its Subsidiaries is with a third party (provided that the Company shall use its reasonable best efforts to obtain waivers under such agreements or implement requisite procedures to enable reasonable access without violating such agreement), (ii) to the extent that the disclosure thereof would result in the loss of any such restrictions) or (b) waive attorney-client privilege. Promptly after , (iii) to the Agreement Date, extent required by applicable Law (provided that the Company shall provide use its reasonable best efforts to enable the provision of reasonable access without violating such law) or (iv) to the Parent a copy extent relating to pricing or other matters that are highly sensitive if the exchange of each Company financial advisor’s fairness opinionsuch books, a summary of the analysis underlying each fairness opinion and a copy of the relevant records, documents or other information (or portions of each Company financial advisor’s presentation to the Company Board related thereto. That certain letter agreementthereof), dated April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder as reasonably determined by the Company's counsel, would be reasonably likely to result in antitrust difficulties for the Company (or any of its Subsidiaries 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 subject to the Confidentiality Agreements and the Company’s Representatives (as defined in the Sterling Confidentiality Agreement).

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementUpon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, counselaccountants, investment bankersattorneys, accountants consultants, financial advisors and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, upon reasonable notice and in a manner that does not materially disruptive to the operations of the unreasonably disrupt or interfere with business of the Company and its Subsidiariesoperations, during normal business hours and upon reasonable noticehours, during the period prior to the Effective Time, to the all its properties, books books, contracts, commitments, records, officers and records of the Company and its Subsidiaries employees and, during such period, shall, and the Company shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each report, schedule, registration statement and other document filed, published, announced or received by it during such Representatives all period pursuant to the requirements of U.S. federal or state securities laws, as applicable (other than documents that such party hereto had determined in good faith that it is not permitted to disclose under Applicable Law), and (b) such other information concerning the it and its business, properties and personnel of the Company and its Subsidiaries in each case as such other party may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company)request; provided, however, that nothing herein shall require any party hereto may restrict the foregoing access to the extent that (1) the Company reasonably determines in good faith that any law, treaty, rule or regulation of any Governmental Entity applicable to the Company or any of its Subsidiaries contract requires the Company to disclose restrict or prohibit access to any such properties or information, or (2) counsel for the Company advises that such information should not be disclosed in order to ensure compliance with the Antitrust Laws. The parties hereto shall hold any information obtained pursuant to the Parent or the Purchaser if such disclosure wouldthis Section 6.03 in confidence in accordance with, in the reasonable judgment of the Companyand shall otherwise be subject to, (a) violate applicable Law or the provisions of any the confidentiality agreement to which dated October 21, 2005, as amended by Section 11 of that certain letter agreement between Parent and the Company or any of its Subsidiaries is a party (provided that dated April 10, 2007, between Parent and the Company shall use its reasonable best efforts to obtain waivers of any such restrictions) or (b) waive attorney-client privilege. Promptly after the Agreement Dateas so amended, 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 (the “Confidentiality Agreement”) ), which Confidentiality Agreement shall apply with respect to information furnished hereunder continue in full force and effect. Any investigation by either Parent or the Company shall not affect the representations and warranties of the other party; provided, however, that Parent shall promptly notify the Company upon becoming aware of any breach of any representation or warranty by the Company, its Subsidiaries and Company or failure by the Company’s Representatives (as defined in the Confidentiality Agreement)Company to comply with any covenant.

Access to Information. From the Agreement Date date hereof until the earlier of the Share Acceptance Time and the termination of this AgreementClosing, the Company shall and the Related Entities shall: (a) afford Parent and shall cause each its Representatives reasonable access to and the right to inspect all of the Company Real Property, properties, assets, premises, books and records, Contracts, agreements and other documents and data related to the Company and the Related Entities; (b) furnish Parent and its Representatives with such financial, operating and other data and information related to the Company and the Related Entities as Parent or any of its Subsidiaries toRepresentatives may reasonably request; and (c) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of instruct the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business Representatives of the Company and the Related Entities to cooperate with Parent in its Subsidiaries, during normal business hours and upon reasonable notice, to the properties, books and records investigation 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)Related Entities; provided, however, that nothing herein any such investigation shall require be conducted during normal business hours upon reasonable advance notice to the Company, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company or any the Related Entities. All requests by Parent for access pursuant to this Section 6.02 shall be submitted or directed exclusively to Xxx Xxxxxxx, Vice President, Director of its Subsidiaries Investment Banking, or such other individuals as the Company may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Company nor the Related Entities shall be required to disclose any information to the Parent or the Purchaser if such disclosure would, in the Company’s reasonable judgment discretion: (x) cause significant competitive harm to the Company, the Related Entities and their respective businesses if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law, fiduciary duty or binding Contract entered into prior to the date of this Agreement (it being agreed that the parties shall use commercially reasonable efforts to cause such information to be provided in a manner that would not result in any such consequences). Prior to the Closing, without the prior written consent of the Company, (a) violate applicable Law which may be withheld for any reason, Parent shall not contact any suppliers to, or the provisions of any agreement to which customers of, the Company or any the Related Entities and Parent shall have no right to perform invasive or subsurface investigations of its Subsidiaries is a party (provided that the Company Real Property. Parent shall, and shall use cause its reasonable best efforts to obtain waivers of any such restrictions) or (b) waive attorney-client privilege. Promptly after Representatives to, abide by the Agreement Date, the Company shall provide to the Parent a copy of each Company financial advisor’s fairness opinion, a summary terms 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 (the “Confidentiality Agreement”) shall apply Agreement with respect to any access or information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)provided pursuant to this Section 6.02.

Access to Information. From During the Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementPre-Closing Period, upon reasonable notice, subject to applicable Laws, the Company Acquired Companies shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) the respective Representatives of the Acquired Companies to): (a) provide Representatives of Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its SubsidiariesAcquired Companies, during normal business hours and upon reasonable noticehours, to the properties, books books, records, Tax Returns, work papers and records of other documents and information relating to the Company and its Subsidiaries and, during such period, shallAcquired Companies, and shall cause each of its Subsidiaries to, (b) furnish promptly to such Representatives all information concerning the business, properties and personnel of the Company and its Subsidiaries in each case Acquired Companies as may reasonably be requested and necessary (c) provide reasonable access to consummate the Transactions (Acquired Companies’ officers and employees, to the extent such individuals are not to conduct further due diligence or other investigation members of the Company)Purchaser Group; provided, however, that nothing herein shall require the Company or any of its Subsidiaries the Acquired Companies to disclose any information or provide access to the Parent or the Purchaser Parties if such disclosure or access would, in the reasonable judgment of the Company, (ai) cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) violate applicable Law Law, an obligation of confidentiality owing to a third party or the provisions of any agreement to which any of the Acquired Companies is a party, (iii) jeopardize any attorney-client, work product doctrine or other legal privilege, or (iv) enable the Purchaser Parties to review or access documents or information that are directly related to any adverse Legal Proceeding between the Company and its Affiliates on the one hand, and Parent and its Affiliates, on the other hand. Each Purchaser Party agrees that it will not, and will cause its respective Representatives not to, use any information obtained pursuant to this Section 6.2 for any competitive or other purpose unrelated to the consummation of the Merger. Each party hereto will hold any such information that is nonpublic in confidence to the extent required by, and in accordance with, the provisions of that certain agreement, dated October 15, 2020 (the “Confidentiality Agreement”), between the Company, Parent and the other party thereto. Nothing in this Section 6.2 will be construed to require the Company or any of its Subsidiaries is a party (provided that the Company shall use its reasonable best efforts or any of their Representatives to obtain waivers of prepare any such restrictions) formal reports, analyses, appraisals or (b) waive attorney-client 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 (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined opinions in the Confidentiality Agreement)writing.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementUpon reasonable notice, the Company and EarthLink shall 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 properties, books, contracts, commitments and records, and during such period, each of the Company and EarthLink shall (and shall cause each of its their respective 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, 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 the other (i) a copy of each report, schedule, registration statement and other document filed or received by it during such Representatives period pursuant to the requirements of the Exchange Act or the Securities Act (including all comment letters from the staff of the SEC) and (ii) all other information concerning the its business, properties and personnel of the Company and its Subsidiaries in each case as such other party may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company)request; provided, however, that nothing herein notwithstanding the foregoing provisions of this Section 5.2 or any other provision of this Agreement, neither the Company nor EarthLink shall require be 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 the Company, EarthLink or any Subsidiary or former Subsidiary of the Company or any EarthLink. Each of the Company and EarthLink agrees that it will not, and it will cause its Subsidiaries to disclose respective representatives not to, use any information obtained pursuant to this Section 5.2 for any purpose unrelated to the Parent or the Purchaser if such disclosure would, in the reasonable judgment consummation of the Companytransactions contemplated by this Agreement. The Confidentiality and Standstill Agreement dated May 24, 2000 (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 obtain waivers of any such restrictions) or (b) waive attorney-client 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"Confidentiality Agreement"), by and between the Company and the Parent (the “Confidentiality Agreement”) EarthLink, shall apply with respect to information furnished hereunder by the Company, its EarthLink and their respective Subsidiaries and representatives thereunder or hereunder and any other activities contemplated thereby. The parties agree that this Agreement and the Company’s Representatives (as defined transactions contemplated hereby shall not constitute a violation of the Confidentiality Agreement and that the provisions hereof shall supersede all provisions of the Confidentiality Agreement in the Confidentiality Agreement)event of a conflict.

Access to Information. From (a) The Company and its subsidiaries shall afford to Parent and Acquisition and their respective accountants, counsel, financial advisors and other representatives (the Agreement Date until "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 throughout the period prior to the earlier of the Share Acceptance Time and the termination of this Agreement, Agreement or the Company shall (and shall cause each Effective Time to all 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, to the their respective properties, books books, contracts, commitments and records of the Company and its Subsidiaries (including, but not limited to, Tax Returns) and, during such period, shall, and shall cause each of its Subsidiaries to, furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of Federal or state securities laws or filed by any of them with the Commission in connection with the transactions contemplated by this Agreement or which may have a material effect on their respective businesses, properties or personnel and (ii) such Representatives all other information concerning the businesstheir respective businesses, properties and personnel as Parent, Acquisition or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its Subsidiaries subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all such information in accordance with the terms of the confidentiality agreement dated as of November 6, 1996 (the "Confidentiality Agreement"), between Parent and the Company. (b) In the event that this Agreement is terminated in accordance with its terms, each case as may reasonably be requested party shall promptly return to the other all non-public written material provided pursuant to this Section 7.1 or the Confidentiality Agreement and necessary to consummate the Transactions (and shall not to conduct further due diligence retain any copies, extracts or other investigation reproductions in whole or in part of the Company); providedsuch written material. In such event, howeverall documents, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to the memoranda, notes and other writings prepared by Parent or the Purchaser if Company based on the information in such disclosure would, in the reasonable judgment of the Company, material shall be destroyed (a) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party (provided that and Parent and the Company shall use its their respective reasonable best efforts to obtain waivers cause their advisors and representatives to similarly destroy their documents, memoranda and notes), and such destruction (and reasonable best efforts) shall be certified in writing by an authorized officer supervising such destruction. A-21 25 (c) The Company shall promptly advise Parent and Parent shall promptly advise the Company in writing of any such restrictions) change or (b) waive attorney-client privilege. Promptly the occurrence of any event after the date of this Agreement Datehaving, or which could reasonably be expected to have, any Company Material Adverse Effect or Parent Material Adverse Effect, as 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 theretocase may be. That certain letter agreement, dated April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement).SECTION 7.2

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementUpon reasonable notice, the Company and EarthLink shall 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 properties, books, contracts, commitments and records, and during such period, each of the Company and EarthLink shall (and shall cause each of its their respective 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, 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 the other (i) a copy of each report, schedule, registration statement and other document filed or received by it during such Representatives period pursuant to the requirements of the Exchange Act or the Securities Act (including all comment letters from the staff of the SEC) and (ii) all other information concerning the its business, properties and personnel as such other party may reasonably request; PROVIDED, HOWEVER, that notwithstanding the foregoing provisions of this SECTION 5.2 or any other provision of this Agreement, neither the Company nor EarthLink shall be 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 the Company, EarthLink or any Subsidiary or former Subsidiary of the Company or EarthLink. Each of the Company and EarthLink agrees that it will not, and it will cause its Subsidiaries in each case as may reasonably be requested and necessary respective representatives not to, use any information obtained pursuant to consummate this SECTION 5.2 for any purpose unrelated to the Transactions (and not to conduct further due diligence or other investigation consummation of the Companytransactions contemplated by this Agreement. The Confidentiality and Standstill Agreement dated May 24, 2000 (the "CONFIDENTIALITY AGREEMENT"); 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 obtain waivers of any such restrictions) or (b) waive attorney-client 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 (the “Confidentiality Agreement”) EarthLink, shall apply with respect to information furnished hereunder by the Company, its EarthLink and their respective Subsidiaries and representatives thereunder or hereunder and any other activities contemplated thereby. The parties agree that this Agreement and the Company’s Representatives (as defined transactions contemplated hereby shall not constitute a violation of the Confidentiality Agreement and that the provisions hereof shall supersede all provisions of the Confidentiality Agreement in the Confidentiality Agreement)event of a conflict.

Access to Information. From (a) During the period from the date of this Agreement Date and continuing until the earlier of the Share Acceptance Time and the termination of this AgreementAgreement in accordance with Section 8.01 or the Closing, 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 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, to the properties, books and records of the Company and its Subsidiaries and, during such period, Holders shall, and shall cause each the Company to (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Real Property, properties, assets, premises, books and records, Contracts, agreements and other documents and data related to the Company; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company as Buyer or any of its Subsidiaries toRepresentatives may reasonably request, furnish promptly to such including the Company’s financial statements for the year ended December 31, 2016 as soon as they becomes available; and (c) instruct the Representatives all information concerning the business, properties and personnel of the Company Holders and the Company to reasonably cooperate with Buyer in 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 any such investigation shall require be conducted during normal business hours upon reasonable advance notice to the Company Holders and shall not unreasonably interfere with the business or any of its Subsidiaries to disclose any information to the Parent or the Purchaser if such disclosure would, in the reasonable judgment operations of the Company. Notwithstanding the foregoing, none of the Company Holders shall be required to cause the Company to provide access to any Real Property, properties, assets, premises, books and records, Contracts, agreements or other documents or data that (i) would violate an existing confidentiality agreement with a third party, (aii) violate applicable Law or the provisions of any agreement is subject to which the Company or any of its Subsidiaries is a party (provided that the Company shall use its reasonable best efforts to obtain waivers of any such restrictions) or (b) waive attorney-client privilegeprivilege to the extent that doing so would jeopardize the protection of such privilege pursuant to the advice of counsel, or (iii) is prohibited by applicable Law from being disclosed pursuant to the advice of counsel. Promptly after No information or knowledge obtained in any investigation pursuant to this Section 5.02 or otherwise shall affect or be deemed to modify any representation or warranty contained herein, or the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement Datein accordance with the terms and provisions hereof. Until the Closing, the Company shall provide information provided pursuant to this Section 5.02 will be subject to the Parent a copy terms 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 that certain letter agreementConfidentiality Agreement, dated April 28February 4, 20102016, by and between the Company and the Parent WNS (the “Confidentiality Agreement”) shall apply with respect ). If this Agreement is, for any reason, terminated prior to information furnished hereunder by the CompanyClosing, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)Agreement shall continue in full force and effect in accordance with its terms.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this Agreement(a) Subject to Applicable Law, upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries Subsidiaries, and use its reasonable best efforts to cause the other Representatives to) afford to officers, employees, counsel, investment bankers, accountants and other Parent’s authorized representatives (“Representatives”) of the Parent and the Purchaser Representatives 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 noticethroughout the period prior to the Effective Time, to the senior company employees, Representatives, properties, books books, Contracts and records (including true, correct and complete copies of the Company Tax Returns and its Subsidiaries and, during such period, shall, other records relating to Taxes) and shall cause each of its Subsidiaries tofurnish Parent and Merger Sub all financial, furnish promptly to such Representatives all information concerning the businessoperating and other data and information, properties and personnel of the Company and its Subsidiaries in each case case, in the Company’s possession as Parent and Merger Sub through their Representatives may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company)request; provided, however, that nothing herein shall require the Company or any of and its Subsidiaries shall not be required to disclose provide any information to the Parent or the Purchaser if such disclosure access which would, in the reasonable judgment of the CompanyCompany counsel, (ai) violate applicable Law any Applicable Law, or (ii) result in a loss or waiver of the provisions of any agreement to which attorney-client or other privilege held by the Company or any of its the Company’s Subsidiaries is a party (provided it being agreed that the Company shall use its reasonable best efforts give notice to obtain waivers Parent of any the fact that it is withholding such restrictionsinformation or documents pursuant to clause (i) or clause (bii) waive attorney-client privilege. Promptly after the Agreement Dateabove, 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 thereafter the Company and Parent shall reasonably cooperate to cause such information to be provided in a manner that would not reasonably be expected to waive the Parent (applicable privilege or protection or violate the “Confidentiality Agreement”) Applicable Law). Notwithstanding the foregoing, any such access shall apply be conducted in such a manner as not to interfere unreasonably with respect the business or operations of the Company or its Subsidiaries or otherwise result in any unreasonable interference with the prompt and timely discharge by such officers, employees and other Representatives of their normal duties and shall not include any environmental sampling or invasive environmental testing without the Company’s prior written consent. All requests for access or information made pursuant to information furnished hereunder this Section 6.05 shall be directed to an executive officer or other Person designated by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement).

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementUpon reasonable notice, the Company each party shall (and shall cause each of its Subsidiaries to) ), except as prohibited by law, afford to the officers, employees, accountants, counsel, investment bankers, accountants financial advisors and other authorized representatives (“Representatives”) of the Parent and the Purchaser other party reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, access during normal business hours and upon reasonable noticehours, during the period prior to the Effective Times, to the all its properties, books books, contracts, commitments, records, officers and records of the Company and its Subsidiaries employees, and, during such period, shall, such party shall (and shall cause each of its Subsidiaries to, ) furnish promptly to the other party (a) a copy of each report, schedule, registration statement and other document filed, published, announced or received by it during such Representatives period in connection with the transactions contemplated by this Agreement pursuant to the requirements of Federal, state or foreign laws (including, without limitation, pursuant to the HSR Act, the Securities Act, the Exchange Act and the rules of any Governmental Entity thereunder), as applicable (other than documents which such party is not permitted to disclose under applicable law), and (b) all other information concerning the it and its business, properties and personnel of the Company and its Subsidiaries in each case as such other party may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company)request; provided, however, that nothing herein shall require either party may restrict the Company foregoing access to the extent that (i) any law, treaty, rule or regulation of any Governmental Entity applicable to such party or any of contract requires such party or its Subsidiaries to disclose restrict or prohibit access to any information to the Parent such properties or the Purchaser if information, (ii) such disclosure would, in the reasonable judgment of the Company, (a) violate applicable Law or the provisions of any agreement information would breach confidentiality obligations owed to which the Company or any of its Subsidiaries is a third party (provided provided, further, that if the Company shall circumstances of the preceding proviso occur, the parties will use its reasonable best efforts to obtain waivers agree upon alternate disclosure methods to convey, to the maximum extent possible, the substance of any such restrictionsinformation to the requesting party) or (biii) waive would jeopardize attorney-client privilege. Promptly after the Agreement DateThe parties will hold any information obtained pursuant to this Section 6.2 in confidence in accordance with, and shall otherwise be subject to, the Company shall provide to the Parent a copy of each Company financial advisor’s fairness opinion, a summary provisions of the analysis underlying each fairness opinion amended and a copy of the relevant portions of each Company financial advisor’s presentation to the Company Board related thereto. That certain letter agreementrestated Confidentiality Agreement dated February 23, dated April 282009, 2010between TEPPCO, by TEPPCO GP, Enterprise and between the Company and the Parent Enterprise GP (the “Confidentiality Agreement”), which Confidentiality Agreement shall continue in full force and effect. Notwithstanding the foregoing, the parties shall take appropriate measures to preserve attorney-client privilege (or other evidentiary privilege) with regard to any disclosures. Any investigation by either the Enterprise Entities or the TEPPCO Entities shall apply with respect not affect the representations and warranties of the other except to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)extent otherwise provided herein.

Access to Information. From During the Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementPre-Closing Period, upon reasonable notice, the Company shall (and shall provide, or cause each of its Subsidiaries to) afford to officersbe provided, 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 7 GC and its Subsidiaries, Representatives during normal business hours and upon reasonable noticeaccess to all of the employees, to the properties, Contracts, and books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies); provided, that (i) such access 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 the Hyros Acquisition, such access in respect of Hyros shall only be required to be provided to the extent the Company and its Subsidiaries andhas such right to provide such access under the Hyros Merger Agreement; provided, during such periodfurther, in each case that the Company shall, and shall cause each of its Subsidiaries the other Group Companies to, furnish promptly use reasonable best efforts to provide such Representatives all access as can be provided (or otherwise convey such information concerning regarding the business, properties and personnel 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 Company and its Subsidiaries in each case as may reasonably be requested and necessary to consummate Confidentiality Agreement, the Transactions (and not to conduct further due diligence or other investigation provisions of which are by this reference hereby incorporated herein. Notwithstanding the foregoing, none of the Company); provided, however, that nothing herein Group Companies shall require the Company be required to disclose to 7 GC or any of its Subsidiaries to disclose Representatives any information (i) if and to the Parent extent doing so (A) would violate any applicable Law, (B) could, as reasonably determined upon the advice of outside legal counsel, result in the loss of the ability to successfully assert any attorney-client or the Purchaser if such disclosure wouldwork product privilege (provided, that, in case of each of (A) and (B), the Company shall, and shall cause the other Group Companies to, use reasonable judgment of 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 (ii) if any Group Company, (a) violate applicable Law or on the provisions of any agreement to which the Company one hand, and 7GC or any of its Subsidiaries Representatives, on the other hand, are adverse parties in a litigation and such information is a party (provided reasonably pertinent thereto; provided, that the Company shall use its reasonable best efforts to obtain waivers shall, in the case of any such restrictionsclause (i) or (b) waive attorney-client privilege. Promptly after the Agreement Dateii), the Company shall provide to the Parent a copy of each Company financial advisor’s fairness opinion, a summary prompt written notice of the analysis underlying each fairness opinion and a copy withholding of the relevant portions of each Company financial advisor’s presentation to the Company Board related thereto. That certain letter agreementaccess or information on any such basis, dated April 28, 2010, by and between the Company and the Parent or (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality AgreementC).

Access to Information. From Subject to compliance with applicable Laws and Orders and the Agreement Date terms of any existing Contracts, each Party shall, and shall cause its respective wholly-owned Subsidiaries to, afford to the other Parties and their respective Representatives, until the earlier of the Share Acceptance Time and Closing or the termination of this AgreementAgreement in accordance with its terms, continuing access to the Company shall (other parties’ virtual data rooms, 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, to the 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 Company business of a Party and its Subsidiaries andwholly-owned Subsidiaries, during such period, shall, the Company will also make available to the Parties and shall cause each of its Subsidiaries to, furnish promptly to such their Representatives all other 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)by Parent; provided, howeverthat if the terms of any Law, that nothing herein Order or Contract shall require limit a Party’s right to access or information pursuant to this Section 5.1, the Company or any of disclosing Party shall use its Subsidiaries commercially reasonable efforts 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 obtain any consents from a third party to provide such access 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 obtain waivers of any such restrictions) information or (b) waive attorneydevelop an alternative to providing such access or information to a Party so as to address such lack of access or information in a manner reasonably acceptable to the receiving Party. Without limiting the generality of the provisions of the Non-client privilegeDisclosure Agreement, each of the Parties acknowledges that all information provided to it under this Section 5.1, or otherwise pursuant to this Agreement or in connection with the transactions contemplated hereby, is subject to the Non-Disclosure Agreement, which will remain in full force and effect notwithstanding any other provision of this Agreement or any termination of this Agreement. Promptly after If any provision of this Agreement otherwise conflicts or is inconsistent with any provision of the Agreement DateNon-Disclosure Agreement, the Company shall provide provisions of this Agreement will supersede those of the Non-Disclosure Agreement but only to the Parent a copy of each Company financial advisor’s fairness opinion, a summary extent of the analysis underlying each fairness opinion conflict or inconsistency and a copy all other provisions 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 Non-Disclosure Agreement will remain in full force and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)effect.

Access to Information. From the Agreement Date date hereof until the earlier of the Share Acceptance Time Effective Time, and subject to, upon reasonable prior written notice and during normal business hours, Applicable Law and the termination of this Confidentiality Agreement, the Company shall (i) give Parent, its counsel, financial advisors, auditors and shall cause each other authorized representatives reasonable access to the offices, properties, assets, books and records of the Company and the Subsidiaries, (ii) furnish to Parent, its Subsidiaries tocounsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) afford to officers, instruct the employees, counsel, investment bankersfinancial advisors, accountants auditors and other authorized representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided, however, that the Company may restrict the foregoing access and the disclosure of information pursuant to this ‎Section 7.02 to the extent that (“Representatives”A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a Third Party or (C) disclosure of any such information or document would reasonably be expected to result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this ‎Section 7.02, the Company shall use its commercially reasonable efforts to (1) obtain the required consent of any such Third Party to provide such access or disclosure if requested by Parent, (2) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Purchaser reasonable accessCompany and (3) in the case of clauses (A) and (C), enter into a joint defense agreement or implement such other techniques if the parties determine that doing so would reasonably permit the disclosure of such information without violating Applicable Law or jeopardizing such privilege. Any investigation pursuant to this Section shall be conducted in a such manner as not materially disruptive to interfere unreasonably with the operations conduct of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable notice, . No information or knowledge obtained in any investigation pursuant to the properties, books and records of this Section shall affect or be deemed to modify any representation or warranty made by 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 obtain waivers of any such restrictions) or (b) waive attorney-client 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 (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)hereunder.

Access to Information. From During the Agreement Date until period from the date hereof to the earlier of the Share Acceptance Time and the termination of this AgreementAgreement in accordance with its terms and the Effective Time, subject to applicable Laws, upon reasonable advance notice, the Company shall (and shall cause each of its Subsidiaries to) afford to Parent and Parent’s Representatives reasonable access during normal business hours to the Company’s officers, employees, counselagents, investment bankersproperties, accountants books, contracts and other authorized representatives (“Representatives”) of records and the Company shall furnish promptly to Parent such information concerning its business, personnel, assets, liabilities and properties as Parent may reasonably request; provided that Parent and the Purchaser reasonable access, its Representatives shall conduct any such activities at its expense and in such a manner as not materially disruptive to interfere unreasonably with the business or operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable notice, 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); providedprovided further, however, that nothing herein shall require the Company shall not be obligated to provide such access or any of its Subsidiaries to disclose any information to if the Parent or the Purchaser if such disclosure wouldCompany determines, in the its reasonable judgment of the Companyjudgment, (a) that doing so would violate applicable Law or a contract or obligation of confidentiality owing to a third party, waive the provisions protection of any agreement to which an attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or any of its Subsidiaries is a party (provided personal information. Without limiting the foregoing, in the event that the Company does not provide access or information in reliance on the preceding sentence, it shall provide notice to Parent that it is withholding such access or information and shall use its reasonable best efforts to obtain waivers communicate, to the extent feasible, the applicable information in a way that would not violate the applicable Law, contract or obligation or risk waiver of such privilege. Each party hereto will hold any such restrictions) or (b) waive attorney-client privilege. Promptly after information that is nonpublic in confidence to the Agreement Dateextent required by, and in accordance with, the Company shall provide to the Parent a copy provisions 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 that certain letter agreement, dated April 28September 11, 2010, by and between the Company and the Parent 2014 (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by ), between the Company, its Subsidiaries Company and the Company’s Representatives (as defined in the Confidentiality Agreement).Alimentation Couche-Tard Inc.

Access to Information. From (a) Subject to applicable law and subject to the Agreement Date until execution by the earlier Company and Oaktree or its advisors, and continued effectiveness of an agreement (in form and substance reasonably acceptable to each of the Share Acceptance Time Company and Oaktree) regarding maintaining the termination confidentiality of any information provided in connection with the transactions contemplated by this Agreement, upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford to Oaktree and its directors, officers, employees, counsel, investment bankers, attorneys, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser advisors or representatives, reasonable access, in a manner not materially disruptive upon reasonable notice during normal business hours, and at other reasonable times, throughout the period prior to the operations of the business of the Company Effective Date, to its and its Subsidiaries’ employees, during normal business hours and upon reasonable notice, to the properties, books books, contracts, records, lenders and records of the Company and its Subsidiaries advisors and, during such period, shall, the Company shall (and shall cause each of its Subsidiaries to, ) furnish promptly to such Representatives Oaktree and its advisors all information concerning the its business, properties and personnel of the Company and its Subsidiaries in each case as may reasonably be requested by Oaktree, including, for the avoidance of doubt, the same information and necessary to consummate material shared with the Transactions (and not to conduct further due diligence or other investigation of lenders in connection with the Company)DIP Credit Agreement; provided, however, that nothing herein 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 Company shall only be required to provide such advisor(s) with access to information pursuant to this Section 5.7(a) in lieu of any other 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 information will only be provided by the Company or the Company’s representatives to Oaktree’s financial and legal advisors on the condition that such financial and legal advisors do not share any such information designated as “professional eyes only” with Oaktree or any of its other representatives. Nothing in this Section 5.7 shall require the Company or any of its Subsidiaries to disclose deliver to Oaktree any information to the Parent or the Purchaser if materials in connection with an Alternative Transaction. All 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 information and materials regarding an Alternative Transaction shall use its reasonable best efforts to obtain waivers of any such restrictions) or (b) waive attorney-client 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 be governed by Section 7.4 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 (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)not this Section 5.7.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Effective Time and or the termination of this AgreementAgreement in accordance with ARTICLE VII, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) Representatives of the Parent and the Purchaser 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, 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, that nothing 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 the Purchaser 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 obtain waivers of any such restrictions) or (b) waive attorney-client privilege. Promptly after the Agreement Date, the Company shall provide to the Parent a copy of each the 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 28July 19, 20102021, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by or on behalf of the Company, Company or its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)Subsidiaries.

Access to Information. (a) From the Agreement Date date hereof until the earlier of the Share Acceptance Time Closing and subject to Applicable Law and the termination of this Confidentiality Agreement between the Company and Parent, dated March 29, 2019 (the “Confidentiality Agreement”), the Company shall (A) give Parent, its counsel, financial advisors, auditors and shall cause each other authorized Representatives reasonable access to the offices, properties, assets, books and records of the Company and its Subsidiaries toSubsidiaries, upon reasonable prior notice and during normal business hours, (B) afford furnish to officersParent, 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 employees, counsel, investment bankersfinancial advisors, accountants auditors and other authorized representatives (“Representatives”) Representatives of the Company and its Subsidiaries to cooperate with Parent and its authorized Representatives in its investigation of the Purchaser reasonable accessCompany and its Subsidiaries; provided, in a manner not materially disruptive however, that the Company may restrict the foregoing access and the disclosure of information pursuant to this Section 6.02 to the operations extent that (1) any Applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information or (2) disclosure of any such information would result in the loss of attorney-client privilege (but in each case the Company shall use its commercially reasonable efforts to (I) develop an alternative to providing such information that is reasonably acceptable to Parent or (II) enter into a joint defense agreement or implement such other techniques if the parties determine that doing so would permit the disclosure of such information without violating such Applicable Law or attorney-client privilege) or (3) such information relates to the Outlet Sale Process. Any investigation pursuant to this Section 6.02 shall be conducted in such manner as not to unreasonably interfere with the Outlet Sale Process or the conduct of the business of the Company and its Subsidiaries. For the avoidance of doubt, during normal business hours and upon reasonable notice, 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 obtain waivers of any such restrictions) or (b) waive attorney-client 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 (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in access to information relating to the Confidentiality Agreement)Outlet Sale Process is addressed by Section 6.03(e) rather than this Section 6.02.

Access to Information. From the Agreement Date date hereof until the earlier of (x) the Share Acceptance Time date this Agreement is terminated pursuant to Article VIII and (y) the termination of this AgreementClosing Date, the Company shall (and shall cause each of its Subsidiaries to) afford grant to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser its authorized Representatives 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, to senior management, the properties, properties and the books and records of the Company and its the Company Subsidiaries and, during to the extent relating to the transition of the Company’s and the Company Subsidiaries’ business to Parent; provided that (i) such period, shall, and shall cause each of its Subsidiaries to, furnish promptly to such Representatives all information concerning access does not unreasonably interfere with the business, properties and personnel normal operations of the Company and its Subsidiaries or any Company Subsidiary, (ii) such access shall occur in each case such a manner as may the Company reasonably determines to be requested and necessary appropriate to consummate protect the Transactions (and not to conduct further due diligence or other investigation confidentiality of the Company); providedtransactions contemplated by this Agreement, however(iii) all requests for access shall be directed to Xxxxxxx X. Xxxxx or Xxxxxxx X. Xxxxxxxxxxx or such other Person designated by the Company in writing, that and (iv) nothing herein shall require the Company or any of its Subsidiaries Company Subsidiary to provide access to, or to disclose any information to, Parent or any other Person if such access or disclosure (v) could cause or result in competitive harm to the Parent Company or any Company Subsidiary if the Purchaser if such disclosure would, in the reasonable judgment of the Companytransactions contemplated by this Agreement are not consummated, (aw) violate would be in violation of applicable Law laws or the provisions regulations of any agreement Governmental Entity (including the HSR Act and other Antitrust Laws), (x) would be a violation or constitute a breach of any provision of any contract to which the Company or any of its Subsidiaries Company Subsidiary is a party (provided y) could jeopardize any attorney/client privilege or (z) involves any sampling or analysis of soil, groundwater, air, building materials or other environmental media including of the sort generally referred to as a Phase II investigation relating to any Owned Real Property or Leased Real Property; provided, in each case, that the Company or the Company Subsidiaries shall use its commercially reasonable best efforts to obtain waivers provide Parent with the maximum amount of any such restrictions) or (b) waive information requested including by providing information subject to the attorney-client privilege. Promptly after the Agreement Date, the Company shall provide to the Parent privilege under a copy joint defense privilege or seeking a waiver 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 (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)any applicable confidentiality restrictions.

Access to Information. From the Agreement Date date hereof until the earlier of the Share Acceptance Effective Time and subject to Applicable Law and the termination of this Confidentiality Agreement, the Company shall (i) give Parent, its counsel, financial advisors, auditors and shall cause each other authorized representatives reasonable access to the offices, properties, books and records of the Company and the Subsidiaries, (ii) furnish to Parent, its Subsidiaries tocounsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) afford to officers, instruct the employees, counsel, investment bankersfinancial advisors, accountants auditors and other authorized representatives (“Representatives”) of the Company and its Subsidiaries to cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that (A) the Purchaser Company shall not be required to provide access to or otherwise make available or furnish any contracts, agreements or other information governed by a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof (provided that, in such event, the Company shall use its reasonable access, best efforts to make alternative accommodations to convey the information contained in such information to Parent in a manner that does not materially disruptive breach or otherwise violate such confidentiality or non-disclosure Table of Contents agreements), (B) the Company shall not be required to provide access to or otherwise make available or furnish any information if and to the operations extent that the provision of such information would reasonably be expected to jeopardize any attorney-client or other legal privilege (provided that, in such event, the Company shall use its reasonable best efforts to make alternative accommodations to convey the information contained in such information to Parent in a manner that does not jeopardize such privileges), (C) the Company shall not be required to provide access to or otherwise make available or furnish any information regarding employees of the Company if and to the extent that the provision of such information would violate applicable privacy laws (provided that, in such event, the Company shall use its reasonable best efforts to make alternative accommodations to convey the information contained in such information to Parent in a manner that does not jeopardize such laws), and (D) the Company shall not be required to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would violate any other Applicable Laws, including Antitrust Laws (provided that, in such event, the Company shall use its reasonable best efforts to make alternative accommodations to convey the information contained in such information to Parent in a manner that does not violate such laws). Any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable notice, . No information or Knowledge obtained by Parent in any investigation pursuant to the properties, books and records of this Section shall affect or be deemed to modify any representation or warranty made by 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 obtain waivers of any such restrictions) or (b) waive attorney-client 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 (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)hereunder.

Access to Information. From the Agreement Date date hereof until the earlier of the Share Acceptance Time and the termination of this AgreementEffective Time, the Company shall (will, and shall will cause the Subsidiaries, and each of its Subsidiaries to) afford to their respective officers, directors, employees, auditors, counsel, investment bankers, accountants advisors and other authorized representatives (“collectively, the "Company Representatives”") of the to, provide Parent and the Purchaser and their respective officers, directors, employees, auditors, counsel, advisors and representatives (collectively, the "Parent Representatives") reasonable accessaccess (subject, in a manner not materially disruptive however, to existing confidentiality and similar nondisclosure obligations and the operations preservation of the business of the Company attorney client and its Subsidiarieswork product privileges), during normal business hours and upon reasonable notice, to the officers, employees, agents, properties, offices, plants and other facilities and to the books and records of the Company and its Subsidiaries and, during such period, shallthe Subsidiaries, and shall will permit Parent and the Purchaser to make inspections of such as either of them may reasonably require, and will cause each of its the Company Representatives and the Subsidiaries toto furnish Parent, furnish promptly the Purchaser and the Parent Representatives with all financial, operating and other data and information with respect to such Representatives all information concerning the business, properties business and personnel operations of the Company and the Subsidiaries as Parent and the Purchaser, through its Subsidiaries in each case as officers, employees or agents, may from time to time reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company)request; provided, however, provided that nothing herein 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 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 information in confidence until such time as such information otherwise becomes publicly available through no wrongful act of Parent, the Purchaser or 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 furnished by the Company or any of its Subsidiaries the Company Representatives 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 Parent Representatives (other than such documents as may have been filed with the 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 its Subsidiaries is a party (provided that the Company shall use its reasonable best efforts Representatives to obtain waivers of any such restrictions) Parent or (b) waive attorney-client privilege. Promptly after the Agreement Date, the Company shall provide to Purchaser or the Parent a copy of each Company financial advisor’s fairness opinion, a summary of the analysis underlying each fairness opinion Representatives (and a copy of the relevant portions of each Company financial advisor’s presentation Parent will certify to the Company Board related theretothat such destruction has occurred). That certain letter agreementIn addition, dated April 28, 2010, by and between Parent will comply with the Company and terms of the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives Agreement (as defined hereinafter defined). No investigation pursuant to this Section 6.02 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the Confidentiality Agreement)obligations of the parties hereto.

Access to Information. (a) From and after the date of this Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementAgreement in accordance with Article IX or the Closing, 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 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, to the properties, books and records of the Company and its Subsidiaries and, during such period, shall, and shall cause each its Subsidiaries, and its and their officers, employees, auditors, counsel and agents to afford the officers, employees, auditors, counsel and agents of the other Party reasonable access during normal business hours, upon reasonable advance notice, to its Subsidiaries toand its Subsidiaries’ officers, furnish employees, auditors, agents, properties, offices and other facilities and to all of their respective books and records, and shall promptly make available to such Representatives the other Party all financial, operating and other data and information concerning (except for documents or information relating to the businessdisclosing Party’s consideration, properties evaluation, assessment and/or negotiation of this Agreement or the Mergers or the other transactions contemplated by this Agreement or, in the case of the Company, any Competing Proposal or Superior Proposal (except as otherwise required pursuant to Section 6.2)) as the other Party may reasonably request and personnel as will not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries in each case any material respect. From time to time 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 by Parent or the Purchaser if such disclosure wouldCompany, in Parent and the reasonable judgment Company will consult with the Chief Executive Officer and/or the Chief Financial Officer of the other Party regarding the scope of access to information contemplated by this Section 7.5, and the Parties will agree on the appropriate level of detail and scope of access required by and consistent with this Section 7.5. No investigation pursuant to this Section 7.5(a) shall affect or be deemed to modify any representation or warranty made by the Company herein or the conditions to the obligations of the Parties hereto under this Agreement, or limit or otherwise affect the remedies available to Parent, Merger Sub or Successor Sub pursuant to this Agreement. (b) Parent and the Company agree that all information provided pursuant to this Section 7.5 shall be deemed received pursuant to the Mutual Confidentiality Agreement dated as of November 6, 2013 between Peerless Mfg. Co., a subsidiary 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 obtain waivers of any such restrictions) or (b) waive attorney-client 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 (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement).

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this Agreement(a) Subject to applicable Law, the Company shall (will provide and shall will cause each of its Subsidiaries to) afford and its and their respective Representatives to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the provide Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company Merger Sub and its Subsidiariestheir respective authorized Representatives, during normal business hours and upon reasonable notice, advance notice (i) such access to the offices, properties, books and records of the Company and its such Subsidiaries and, during (so long as such period, shall, and shall cause each of its Subsidiaries to, furnish promptly to such Representatives all information concerning access does not unreasonably interfere with 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 operations of the Company); provided) as Parent or Merger Sub reasonably may request and (ii) all documents that Parent or Merger Sub reasonably may request. Notwithstanding the foregoing, howeverParent, that nothing herein Merger Sub and their Representatives shall require the Company or not have access to any of its Subsidiaries to disclose any books, records, documents and other information (i) to the Parent extent that such books, records, documents or other information are subject to the Purchaser if such disclosure would, in the reasonable judgment terms of the Company, (a) violate applicable Law or the provisions of any a confidentiality agreement to which the Company or any of its Subsidiaries is with a third party (provided that the Company shall use its reasonable best efforts to obtain waivers under such agreements or implement requisite procedures to enable reasonable access without violating such agreement), (ii) to the extent that the disclosure thereof would result in the loss of any such restrictions) or (b) waive attorney-client privilege. Promptly after , (iii) to the Agreement Date, extent required by applicable Law (provided that the Company shall provide use its reasonable best efforts to enable the provision of reasonable access without violating such law) or (iv) to the Parent a copy extent relating to pricing or other matters that are highly sensitive if the exchange of each Company financial advisor’s fairness opinionsuch books, a summary of the analysis underlying each fairness opinion and a copy of the relevant records, documents or other information (or portions of each Company financial advisor’s presentation to the Company Board related thereto. That certain letter agreementthereof), dated April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder as reasonably determined by the Company’s counsel, would be reasonably likely to result in antitrust difficulties for the Company (or any of its Subsidiaries 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 subject to the Confidentiality Agreements and the Company’s Representatives (as defined in the Sterling Confidentiality Agreement).

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementUpon reasonable notice, the Company shall will (and shall will cause its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives of Parent and Purchaser, access, at all reasonable times during the period prior to the Effective Time, to all its properties, facilities, books, Contracts, commitments and records (including Tax Returns) and other information as reasonably requested by such party and, during such period, the Company will (and will 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, 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 Parent and Purchaser (a) a copy of each report, schedule, registration statement and other document filed or received by it during such Representatives period pursuant to the requirements of United States federal securities laws or regulations and (b) all other information concerning the its business, properties and personnel of the Company and its Subsidiaries in each case as Parent or Purchaser may reasonably request; provided that no investigation pursuant to this Section 6.3 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be requested and necessary deemed to consummate the Transactions (and not to conduct further due diligence modify any representation or other investigation of warranty made by the Company); provided, howeverfurther, that nothing herein shall require the Company in responding to requests from Parent or any Parent representative for access to records or other information of its Subsidiaries a confidential and competitively sensitive nature may, prior to disclose any information 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. During the period prior to the Parent or the Purchaser if such disclosure wouldEffective Time, 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 all reasonable best efforts to obtain waivers afford Parent and its representatives with a meaningful opportunity to attend the Company's cash management and risk management meetings when they occur, in person or by telephone, solely as observers and without rights to participate in the decision-making; provided that this sentence does not limit or modify any of Purchaser's or Parent's other rights under this Agreement. The parties will hold any such restrictions) or (b) waive attorney-client privilege. Promptly after information obtained pursuant to this Section 6.3 which is nonpublic, in confidence in accordance with the Agreement Dateterms of the letter agreement dated November 1, 2001, between Parent and 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 (the “"Confidentiality Agreement”) shall apply "), and in the event of termination of this Agreement for any reason each party will promptly comply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in terms of the Confidentiality Agreement).

Access to Information. From (a) During the Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementPre-Closing Period, 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 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, 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 and Parent and its Subsidiaries shall use their reasonable best efforts to such cause its and their respective Representatives all information concerning the businessto, properties and personnel of afford the Company and its Subsidiaries Representatives reasonable access on reasonable advance notice and in each case a manner not unreasonably disruptive to the operations of the business of Parent 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 Parent and its 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 be requested and necessary request in writing addressed to consummate the Transactions (and not to conduct further due diligence Xxxx Xxxxxx, Xxxxxx Xxxxx or any other investigation of the Company)person designated in writing by Xxxx Xxxxxx or Xxxxxx Xxxxx; provided, however, that nothing herein such access shall require not permit the Company or and its Representatives to conduct any intrusive soil and groundwater investigation at any of the properties, offices and other facilities of Parent and its Subsidiaries. Notwithstanding the foregoing, Parent and its Subsidiaries shall not be obligated to disclose any information (i) if providing such access or disclosing such information would or would reasonably be expected to the cause material competitive harm to Parent or Buyer if the Purchaser Transactions are not consummated, (ii) if providing such disclosure wouldaccess or disclosing such information would reasonably be expected to, in the reasonable judgment of the Company, (a) Parent after receiving advice from counsel violate any applicable Law (including antitrust and privacy Laws) or binding agreement entered into prior to the provisions 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 agreement to which the Company other privilege or Trade Secret protection held by Parent or any of its Subsidiaries is a party (provided Subsidiaries; provided, that the Company Parent shall use its commercially reasonable best Table of Contents efforts (A) to obtain waivers allow for such access or 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 restrictions) applicable Law or binding agreement or (bB) waive attorney-client privilegeto develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company. Promptly after the Agreement Date, Parent shall advise the Company shall provide in such circumstances that it is unable to comply with the Company’s reasonable requests for information pursuant to the immediately preceding sentence, and Parent a copy of each 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 financial advisor’s fairness opinionor their Representatives pursuant to this Section 6.06. No notice, a summary of the analysis underlying each fairness opinion and a copy of the relevant portions of each Company financial advisor’s presentation access, review or investigation pursuant to this Section 6.06 or information provided, made available or delivered to the Company Board related thereto. That certain letter agreement, dated April 28, 2010, by and between 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 and contained in this Agreement. No investigation after the date of this Agreement shall affect or be deemed to modify or supplement any representation or warranty made by Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)or Buyer herein.