Common use of Access; Confidentiality Clause in Contracts

Access; Confidentiality. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective Time, the Company shall afford Parent, and Parent shall afford the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to its properties, books and records and personnel; provided, however, that the disclosing party may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires such party to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building component.

Access; Confidentiality. (a) At all times during the period commencing with the execution Upon reasonable advance written notice, and delivery subject to applicable logistical restrictions or limitations as a result of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective TimeCOVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent, and Parent shall afford the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and ’s representatives reasonable access access, during normal business hours, upon reasonable noticehours between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreement, to its propertiesthe Acquired Companies’ (i) officers, employees, and other personnel, (ii) assets and (iii) all books and records records, and, during such period, the Company shall furnish promptly to Parent all information, including financial and personneloperating data, concerning its business as Parent may reasonably request; provided, however, that the disclosing party may restrict Acquired Companies shall not be required to permit any inspection or otherwise prohibit access other access, or to disclose any documents or information to the extent that such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any applicable Law requires such party to restrict or otherwise prohibit access to such documents or information or trade secrets of Third Parties; (ii) access jeopardize protections afforded to such documents or information would give rise to a waiver any of any the Acquired Companies under the attorney-client privilege, privilege or the attorney work product doctrine doctrine; (iii) violate any Law; or other applicable privilege applicable to such documents or information, (iv) materially and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably adversely interfere with the conduct of the business Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company and its Subsidiaries or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and its Subsidiaries. Nothing Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in this Section 6.05 or elsewhere in this Agreement shall be construed to require connection with the CompanyOffer, any of its Subsidiaries, Parent, any of its Subsidiaries, the Merger or any of their respective Representatives of any of the foregoing to prepare any reportsother Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, analyses, appraisals, opinions conditioned or other information or to allow sampling of any environmental media or building componentdelayed).

Access; Confidentiality. (a) At all times during From the period commencing with the execution and delivery of this Agreement and continuing date hereof until the earlier Effective Time, upon reasonable notice and subject to occur the terms of the termination of this Agreement pursuant to Article VIII and the Merger Effective TimeConfidentiality Agreements, the Company shall afford Parent, (and Parent shall afford the Company, and cause each of their respective financial advisorsthe Company Subsidiaries to) afford to the officers, business consultantsemployees, legal accountants, counsel, accountants financing sources and other agents representatives of Parent and representatives the Purchaser, reasonable access access, during normal business hourshours to all of its officers, upon reasonable noticeemployees, to its agents, properties, books books, agreements and records and, during such period, the Company shall (and personnelshall cause each of the Company Subsidiaries to) furnish promptly to Parent and the Purchaser (a) a copy of each report, schedule, registration statement and other document filed by it pursuant to the requirements of federal securities laws and (b) all other information concerning its business, properties and personnel as Parent or the Purchaser may reasonably request. Parent and the Purchaser will hold any information obtained pursuant to this Section 6.2 in accordance with the terms of the Confidentiality Agreements. Notwithstanding the foregoing, the parties (and each employee, representative, or other agent of the parties) may disclose to any and all Persons, without limitation of any kind, the tax treatment and any facts that may be relevant to the tax structure of the transactions contemplated by this Agreement beginning on the earliest of (x) the date of the public announcement of discussions relating to the transactions contemplated by this Agreement, (y) the date of public announcement of the transactions contemplated by this Agreement or (z) the date of the execution of this Agreement (with or without conditions); provided, however, that neither party (nor any employee, representative or agent thereof) may disclose any other information that is not relevant to understanding the disclosing tax treatment and tax structure of the transactions contemplated by this Agreement (including the identity of any party may restrict and any information that could lead another to determine the identity of any party), or otherwise prohibit access to any documents or other information to the extent that (i) any applicable Law requires such party to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to disclosure could result in a waiver violation of any attorney-client privilege, work product doctrine federal or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any state securities law. No investigation conducted pursuant to the access contemplated by this Section 6.05 6.2 shall affect or be deemed to modify any representation or warranty of made by the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party parties hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building component.

Access; Confidentiality. (a) At all times during From the period commencing with the execution and delivery date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective Time, the Company shall afford Parentshall, and shall cause the Company Subsidiaries to, (a) upon reasonable prior notice, give Parent shall afford the Companyand Purchaser, their officers and each a reasonable number of their respective financial advisorsemployees and their authorized Representatives, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hourshours to the Company Agreements, upon contracts, books, records, analysis, projections, plans, systems, personnel, commitments, offices and other facilities and properties of the Company and the Company Subsidiaries and their accountants and accountants' work papers and (b) furnish Parent and Purchaser on a timely basis with such financial and operating data and other information with respect to the business, properties and Company Agreements of the Company and the Company Subsidiaries as Parent and Purchaser may from time to time reasonably request and use its reasonable noticeefforts to make available at all reasonable times during normal business hours to the officers, to its employees, accountants, counsel, financing sources and other representatives of Parent and Purchaser the appropriate individuals (including management personnel, attorneys, accountants and other professionals) for discussion of the Company's business, properties, books prospects and records and personnel; provided, however, that personnel as Parent or Purchaser may reasonably request. The terms of the disclosing party may restrict or otherwise prohibit access Confidentiality Agreement shall apply to any documents information provided to Parent or information Purchaser pursuant to the extent that (i) any applicable Law requires such party to restrict this Section 6.2. No investigation heretofore conducted or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 6.2 shall affect or be deemed to modify any representation or warranty of made by the disclosing party parties hereunder. Notwithstanding anything to the contrary set forth in this Agreement herein, the Company shall not be required to provide access to, or otherwise impair to disclose information, where such access or disclosure would jeopardize the rights and remedies available to receiving party hereunder. If attorney-client privilege of the Company or Parent does not provide access its Subsidiaries or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the contravene any applicable information law or contract entered into prior to the other party date of this Agreement (provided that, in such circumstance, the Company shall cooperate with Parent to implement a way that would not violate the applicable Law procedure to permit access to or obligation or to waive such a privilege including by providing disclosure of such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does would not unreasonably interfere with reasonably be expected to jeopardize the conduct of the business of the Company and its Subsidiaries attorney/client privilege or Parent and its Subsidiariescontravene such applicable law or contract). Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building component.6.3

Access; Confidentiality. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective Time, the Company shall afford Parent, Parent and Parent shall afford the Company, and each of their respective its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to its the properties, books and records and personnelpersonnel of the Company; provided, however, that the disclosing party Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires such party the Company to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party Parent in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party Company set forth in this Agreement or otherwise impair the rights and remedies available to receiving party Parent and Acquisition Sub hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable best efforts to communicate the applicable information to the other party Parent in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, Subsidiaries or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building component.

Access; Confidentiality. (a) At all times during During the period commencing with the execution Pre-Closing Period, each Seller shall and delivery shall cause its Representatives to, upon reasonable prior notice, free of this Agreement charge, give Buyers, their officers, their authorized Representatives and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective Time, the Company shall afford Parent, and Parent shall afford the Company, and each a reasonable number of their respective financial advisorsemployees, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hourshours to the Business Contracts, upon reasonable noticeBooks and Records, analysis, projections, plans, systems, management and other personnel, the Seller’s Representatives, commitments, offices and other facilities and properties to its propertiesthe extent related to the Business, books the Acquired Assets and records and personnel; providedthe Assumed Liabilities. The terms of the Confidentiality Agreement shall apply to any information provided to Buyer Parent pursuant to this Section 6.4. The right of Buyers to access pursuant to this Section 6.4 shall not modify in any way any representation or warranty in Article IV. Notwithstanding anything to the contrary set forth herein, howeverno Seller shall be required to provide access to, that or to disclose information, where such access or disclosure would (a) jeopardize the disclosing attorney-client privilege of such Seller, (b) contravene any applicable Law or (c) give a third party may restrict the right to terminate or accelerate the rights under a contract to which a Seller is a party as of the date of this Agreement or otherwise prohibit bound as of the date of this Agreement; provided that in each case, Seller Parent shall: (A) give reasonable notice to Buyer Parent of the fact that it is restricting or otherwise prohibiting access to any documents or information pursuant to this Section 6.4), (B) inform Buyer Parent with sufficient detail of the extent that reason for such restriction or prohibition, and (iC) any cause the applicable Law requires such party Seller to restrict or otherwise prohibit access use its reasonable best efforts to such cause the documents or information or (ii) access that are subject to such documents restriction or information would give rise prohibition to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and be provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does would not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries reasonably be expected to violate such restriction or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentprohibition.

Access; Confidentiality. (a) At all times during From the period commencing with date hereof to the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective Time, the Company shall afford Parent, and Parent shall afford the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel, financing sources and other representatives of Parent, reasonable access, during normal business hours during the period prior to the Appointment Date, to all its properties, books books, contracts, commitments and records and, during such period, the Company shall (and personnel; provided, however, that the disclosing party may restrict or otherwise prohibit access to any documents or information shall cause each of its Subsidiaries to) furnish promptly to the extent that Parent (ia) any applicable Law requires a copy of each report, schedule, registration statement and other document filed or received by it during such party to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted period pursuant to the access contemplated requirements of federal securities laws and (b) all other information concerning its business, properties and personnel as Parent may reasonably request. Access shall include the right to conduct such environmental studies and tests as Parent, in its reasonable discretion, shall deem appropriate. After the Appointment Date, the Company shall provide Parent and such persons as Parent shall designate with all such information, at such time as Parent shall request. Unless otherwise required by law and until the Appointment Date, each of Parent and Purchaser will hold and will cause all of its officers, directors, employees, financial advisors, consultants, representatives and agents (the "Purchaser --------- Representatives") to hold in strict confidence all data and information obtained --------------- by them from the Company (unless such information is or becomes publicly available without the fault of any of the Purchaser Representations or public disclosure of such information is required by law in the opinion of counsel to Parent and the Purchaser) and shall insure that the Purchaser Representatives do not disclose such information to others without the prior written consent of the Company. Notwithstanding anything herein to the contrary, the terms of the Confidentiality Agreement shall remain in full force and effect. No investigation pursuant to this Section 6.05 6.5(a) shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If made by the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componenthereunder.

Access; Confidentiality. (a) At all times Upon reasonable notice, Seller and Seller Parent shall permit Purchaser and its accountants, counsel and other authorized representatives to have, during the period commencing with from the execution and delivery date of this Agreement to the Closing Date, reasonable access to the premises, books and continuing until the earlier to occur records of the termination of this Agreement pursuant Company (other than the Excluded Business, Excluded Assets and Excluded Liabilities, except to Article VIII and the Merger Effective Time, extent reasonably necessary in connection with the Company shall afford Parent, and Parent shall afford parties’ efforts to consummate the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives transactions contemplated by the Ancillary Agreements) upon reasonable access advance notice during normal business hours, upon reasonable noticeprovided that such access does not interfere with the normal operations of the Company. Seller and Seller Parent agree to furnish, or cause the Company to its propertiesfurnish, books Purchaser with such financial and records operational data and personnel; other information with respect to the Company’s business and assets as it may from time to time reasonably request, provided, however, that the disclosing party may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires such party the auditors and outside accountants of Seller and Seller Parent shall not be obligated to restrict or otherwise prohibit make work papers available unless Purchaser has signed a customary agreement relating to access to such documents work papers in form and substance reasonably acceptable to such auditors or information or accountants, as applicable, (ii) access neither Seller nor Seller Parent shall be obligated to such documents make any information available that would, in the reasonable judgment of Seller or information would give rise to a waiver of Seller Parent, violate or jeopardize any applicable attorney-client privilege, work product doctrine or other privilege or any applicable privilege applicable contractual confidentiality obligation and (iii) such access to such documents or informationdata and information constituting part of the Excluded Business, Excluded Assets and provided further, that no Excluded Liabilities shall be limited to data and information or knowledge obtained reasonably necessary in connection with Purchaser’s efforts to consummate the transactions contemplated by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possibleAncillary Agreements. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require information regarding the Company, any of its Subsidiariesthe Business, Seller, Seller Parent or their Affiliates heretofore or hereafter obtained from the Company, Seller, Seller Parent, any of its Subsidiaries, their Affiliates or any of their respective Representatives of any representatives by Purchaser or its representatives shall be subject to the terms of the foregoing to prepare any reportsConfidentiality Agreement, analysesand such information shall be held by Purchaser, appraisals, opinions or other information or to allow sampling and its representatives in accordance with the terms of any environmental media or building componentthe Confidentiality Agreement.

Access; Confidentiality. (a) At During the Interim Period, to the extent permitted by applicable Law, TRMT, on the one hand, and RMRM, on the other hand, shall, and TRMT and RMRM shall cause the TRMT Subsidiaries and the RMRM Subsidiaries, respectively, and their respective Representatives to, afford to the other Party and its Representatives reasonable access (including for the purpose of coordinating transition planning) during normal business hours and upon reasonable advance notice to all times of their respective properties, offices, books, contracts, commitments and records and to their officers, accountants, manager’s employees, counsel and other Representatives, and those of the TRMT Subsidiaries or the RMRM Subsidiaries, as applicable, and, during such period, each Party shall reasonably promptly make available to the other Party, (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period commencing pursuant to the requirements of federal or state securities Laws, and (ii) all other information (financial or otherwise) concerning its business and properties as such other Party may reasonably request. Notwithstanding the foregoing, neither TRMT nor RMRM shall be required by this Section 7.2 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) relating to meetings or deliberations of its board of trustees (or an authorized committee thereof) or communications among the execution and delivery members thereof or with their Representatives, (B) relating to the consideration, negotiation or performance of this Agreement and continuing until related agreements, (C) the earlier to occur disclosure of which would violate any Law, legal duty or contractual obligation of the termination Party or any of this Agreement pursuant its Representatives to Article VIII and the Merger Effective Time, the Company shall afford Parent, and Parent shall afford the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to its properties, books and records and personnel; any third party (provided, however, that the disclosing party may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires such party to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it withholding Party shall use its commercially reasonable best efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute arrangements to permit reasonable disclosure arrangementsnot in violation of any Law, legal duty or contractual obligation and provided, further, however that this subclause (C) shall not apply to the extent possible. Any investigation conducted any contractual obligation pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiariesan Acceptable Confidentiality Agreement), or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions (D) if it would jeopardize attorney work product or other information or to allow sampling of any environmental media or building componentattorney client privilege.

Access; Confidentiality. (a) At all times during Between the period commencing with the execution and delivery date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective TimeClosing, the Company shall afford ParentParent will, and Parent shall afford will cause the CompanyTransferred Companies and Sellers to, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, hours and upon reasonable prior notice, (i) provide to Buyer and its propertiesRepresentatives reasonable access to the premises (including the Leased Sites), Assets, property, books and records of the Transferred Companies and personnelthe Business; (ii) furnish to Buyer and its Representatives financial information, operating data and other information pertaining to the Business and the Business Assets; (iii) make available for inspection and copying by Buyer and its Representatives copies of any documents relating to the foregoing; and (iv) permit Buyer and its Representatives to conduct reasonable interviews of key employees and executive officers of the Business; provided, however, that (A) Buyer shall exercise its right under this Section 4.1(a) in such a manner as to not unreasonably interfere with the disclosing party may restrict operation of the Business; (B) Buyer shall not be allowed to perform invasive or otherwise prohibit access to subsurface investigations of any Real Property, including any sampling, testing or removal of materials (other than documents or information to the extent that permitted hereunder) from the offices, factories and properties of Parent, the other Sellers or the Transferred Companies, without the prior consent of Parent (which consent can be withheld in Parent’s sole discretion); and (C) Parent may limit such access described in clauses (i) any applicable Law requires through (iv) above to the extent such party to restrict access (1) would violate or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver liability of Parent or its Affiliates under applicable Legal Requirements, including any Antitrust Laws; (2) would require Parent or any of its Affiliates to waive any attorney-client privilege; or (3) conflicts with any confidentiality obligations to which Parent or any of its Affiliates is bound (it being understood that Parent shall, work product doctrine and shall cause the Sellers and the Transferred Companies to, cooperate in commercially reasonable efforts and requests for waivers that would enable disclosure to Buyer to occur without so jeopardizing privilege or contravening such Legal Requirement, privilege or confidentiality obligation). The representations, warranties and covenants of a party and any Person’s right to indemnification or other applicable privilege applicable to such documents remedy based upon any representation, warranty or information, and provided further, that no information covenant of a party will not be affected or knowledge obtained deemed waived by the receiving party in any investigation conducted pursuant by or on behalf of such Person or by reason of any knowledge acquired at any time with respect to the access contemplated by this Section 6.05 shall affect accuracy or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiariesinaccuracy of, or any of their respective Representatives of any of the foregoing to prepare any reportscompliance with, analysessuch representations, appraisals, opinions warranties or other information or to allow sampling of any environmental media or building componentcovenants.

Access; Confidentiality. The Company agrees to (a) At all times during provide, and shall cause its Subsidiaries to provide, Acquiror and its Representatives, from the period commencing with the execution and delivery date of this Agreement and continuing until the earlier to occur of the Effective Time or the termination of this Agreement pursuant to Article VIII and the Merger Effective TimeAgreement, the Company shall afford Parent, and Parent shall afford the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, hours and upon reasonable noticeprior notice from Acquiror, in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any of its Subsidiaries to (i) the Company’s and its Subsidiaries’ respective properties, books books, Contracts, commitments, personnel and records and personnel; provided, however, that the disclosing party may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires such party to restrict or otherwise prohibit access to such documents or information or (ii) access such other information as Acquiror shall reasonably request with respect to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or Parent and their respective businesses, financial condition and operations; and (b) request its and its Subsidiaries. Nothing in this Section 6.05 or elsewhere ’ respective Representatives to cooperate with Acquiror with respect to the foregoing; provided that nothing in this Agreement shall require the Company or any of its Subsidiaries to disclose any information to Acquiror or its Representatives that would cause a violation of or otherwise contravene any material Contract to which the Company or any of its Subsidiaries is a party, would be construed reasonably expected to require cause a loss of privilege to the Company or any of its Subsidiaries or would constitute a violation of applicable Law; and provided, further that (x) no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunder, in the Company Disclosure Letter or in the certificate referenced in Section 7.2(c), or otherwise limit or affect the remedies available under this Agreement to Acquiror, (y) competitively sensitive material (reasonably designated by the Company as such) may be provided in accordance with the procedures set forth in Section 6.3(b) if applicable and to the extent permitted by applicable Law and (z) Acquiror shall not be entitled to perform any invasive or destructive sampling or testing of any kind at any location without the prior written approval of the Company, such approval not to be unreasonably withheld by the Company. Acquiror shall and shall cause Acquiror’s controlled Affiliates and Representatives to keep confidential any of non-public information received from the Company, its SubsidiariesAffiliates or Representatives, Parentdirectly or indirectly, any of its Subsidiaries, or any of their respective Representatives of any of pursuant to this Section 6.5 in accordance with the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentConfidentiality Agreement.

Access; Confidentiality. (a) At all times during During the period commencing with the execution Pre-Closing Period, Seller Parent and delivery its Subsidiaries shall and shall cause their Representatives to, upon reasonable prior notice, free of this Agreement charge, give Buyer and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective Time, the Company shall afford Parent, and Parent shall afford the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives its authorized Representatives reasonable access during normal business hourshours to the Contracts, upon reasonable noticeBooks and Records, to analysis, projections, plans, systems, management and other personnel, Seller Parent and its Subsidiaries’ Representatives, offices and other facilities and properties, books in each case to the extent related to the Business (including the Business Employees), the Transferred Group, the Transferred Group Assets, the Acquired Assets or the Assumed Liabilities; provided that Buyer and records its Representatives shall not interfere unreasonably with the business and operations of Sellers and the Transferred Group. The terms of the Confidentiality Agreement shall apply to any information provided to Buyer and its Representatives pursuant to this Section 6.4. Notwithstanding anything to the contrary set forth herein, no Seller shall be required to provide access to, or to disclose information, where such access or disclosure would (a) jeopardize the attorney-client or other legal privilege of such Seller, (b) contravene any applicable Law (including any applicable law related to the confidentiality of individual performance or evaluation records, medical histories or other personnel; provided-related information), however, that or (c) give a third party the disclosing right to terminate or accelerate the rights under a Contract to which Seller Parent or any of its Subsidiaries is a party may restrict or otherwise prohibit bound; provided that in each case, Seller Parent shall: (i) give reasonable notice to Buyer of the fact that it is restricting or otherwise prohibiting access to any documents or information pursuant to this Section 6.4, (ii) inform Buyer with sufficient detail of the extent that reason for such restriction or prohibition, and (iiii) any cause the applicable Law requires such party Seller to restrict or otherwise prohibit access use its reasonable best efforts to such cause the documents or information or (ii) access that are subject to such documents restriction or information prohibition to be provided in a manner that would give rise not reasonably be expected to violate such restriction or prohibition, including using reasonable best efforts to obtain a waiver of any attorney-client privilege, work product doctrine such Liability or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving third party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentright.

Access; Confidentiality. (a) At all times during From the period commencing with date hereof to the execution ----------------------- Effective Time, upon reasonable notice and delivery of this Agreement and continuing until subject to the earlier to occur terms of the termination of this Agreement pursuant to Article VIII and the Merger Effective TimeConfidentiality Agreement, the Company shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel, financing sources and other representatives of Parent, reasonable access, during normal business hours during the period prior to the Appointment Date, to all its properties, books, contracts, commitments and records and, during such period, the Company shall (and shall cause each of its Subsidiaries to), subject to any limitations imposed by law with respect to records of employees, furnish promptly to the Parent (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws and (b) all other information concerning its business, properties and personnel as Parent may reasonably request. Access shall afford include the right to conduct such environmental studies and tests as Parent, in its reasonable discretion, shall deem appropriate, subject to any limitations of, and within the rights to the Company, under the Company's leases. Prior to conducting any such studies and each test, Parent shall submit to Company the names of their respective financial advisorsthe persons conducting the evaluations, business consultantsthe scope of the evaluations, legal counsel, accountants and other agents material information concerning such studies for the Company's approval, which shall not be unreasonably withheld or delayed. After the Appointment Date, the Company shall provide Parent and representatives reasonable access during normal business hourssuch persons as Parent shall designate with all such information as is in Company's possession or control and as Parent shall reasonably request, upon reasonable noticeat such time as Parent shall reasonably request. Unless otherwise required by law or regulation (including stock exchange rules) and until the Appointment Date, to its properties, books Parent and records and personnel; provided, however, that Purchaser will hold any such information which is non-public in confidence in accordance with the disclosing party terms of the Confidentiality Agreement (except as may restrict be required by law or otherwise prohibit access to by any documents listing agreement with or information to the extent that (i) any applicable Law requires such party to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party listing rules of the London Stock Exchange) and, in the event this Agreement is terminated for any reason, Parent shall promptly return or destroy such information in accordance with paragraph (6) of the Confidentiality Agreement. No investigation conducted pursuant to the access contemplated by this Section 6.05 6.6 shall affect or be deemed to modify any representation or warranty of made by the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party parties hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building component.

Access; Confidentiality. (a) At all times during Between the period commencing with the execution and delivery of this Agreement and continuing date hereof until the earlier to occur expiration of the termination of this Agreement pursuant Commitment Period (it being understood that the access provisions hereof shall no longer remain effective with respect to Article VIII Assets and the Merger Effective TimeUnrelated Sellers for which an Applicable Closing shall have occurred), the Company each existing Adeptus Party shall (A) afford Parent, MPT and Parent shall afford the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and its authorized representatives reasonable access during normal business hoursto such Adeptus Parties and to all books, upon reasonable noticerecords, offices and other facilities of such Adeptus Parties; (B) permit MPT and its authorized representatives to its properties, make such inspections and to make copies of such books and records as they may reasonably require, in each case subject to compliance with applicable confidentiality requirements; (C) furnish MPT and personnel; provided, however, that the disclosing party may restrict or otherwise prohibit access to any documents or its authorized representatives with such financial and operating data and other information related to the extent that (i) any applicable Law requires such party to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilegeReal Properties, work product doctrine or other applicable privilege applicable to such documents or informationthe Business, and provided further, that no information or knowledge obtained by such Adeptus Parties as the receiving party in any investigation conducted pursuant MPT Parties may from time to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights time reasonably request; and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall (D) use its their commercially reasonable efforts to communicate cause all Unrelated Sellers to permit the applicable information existing MPT Parties and their authorized representatives (including their designated engineers, architects, surveyors and/or consultants), upon reasonable notice to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company enter into and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, upon all or any of their respective Representatives portion of any of the foregoing Real Properties in order to prepare investigate and assess, as such MPT Parties deem necessary or appropriate in their sole and absolute discretion, the Real Properties and to complete their due diligence review with respect to the satisfaction all of the conditions set forth in Section 7.2. The existing Adeptus Parties shall cooperate, and shall use commercially reasonable efforts to cause the Unrelated Sellers to cooperate, with the existing MPT Parties and their authorized representatives in conducting such investigations, and shall provide (or use commercially reasonable efforts to cause the Unrelated Sellers to provide) to such MPT Parties and their authorized representatives all information maintained by such Adeptus Parties or provided by the Unrelated Sellers to such Adeptus Parties and related to their due diligence review and other matters referenced above. MPT shall indemnify, defend and hold harmless the existing Adeptus Parties from and against all demands, claims, losses, damages, costs and expenses asserted against or incurred by such Adeptus Parties or any reports, analyses, appraisals, opinions of them arising out of or other information resulting from any physical damage to the applicable Real Properties caused by any of the MPT Parties’ or to allow sampling of any environmental media their respective consultants’ or building componentagents’ inspections thereof.

Access; Confidentiality. (a) At all times during the period commencing with the execution a)Upon reasonable advance written notice, and delivery subject to applicable logistical restrictions or limitations as a result of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective TimeCOVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent, and Parent shall afford the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and ’s representatives reasonable access access, during normal business hours, upon reasonable noticehours between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreement, to its propertiesthe Acquired Companies’ (i) officers, employees, and other personnel, (ii) assets and (iii) all books and records records, and, during such period, the Company shall furnish promptly to Parent all information, including financial and personneloperating data, concerning its business as Parent may reasonably request; provided, however, that the disclosing party may restrict Acquired Companies shall not be required to permit any inspection or otherwise prohibit access other access, or to disclose any documents or information to the extent that such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any applicable Law requires such party to restrict or otherwise prohibit access to such documents or information or trade secrets of Third Parties; (ii) access jeopardize protections afforded to such documents or information would give rise to a waiver any of any the Acquired Companies under the attorney-client privilege, privilege or the attorney work product doctrine doctrine; (iii) violate any Law; or other applicable privilege applicable to such documents or information, (iv) materially and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably adversely interfere with the conduct of the business Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company and its Subsidiaries or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and its Subsidiaries. Nothing Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in this Section 6.05 or elsewhere in this Agreement shall be construed to require connection with the CompanyOffer, any of its Subsidiaries, Parent, any of its Subsidiaries, the Merger or any of their respective Representatives of any of the foregoing to prepare any reportsother Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, analyses, appraisals, opinions conditioned or other information or to allow sampling of any environmental media or building componentdelayed).

Access; Confidentiality. (a) At all times during During the period commencing with the execution Pre-Closing Period, each Seller shall and delivery shall cause its Representatives to, upon reasonable prior notice, free of this Agreement charge, give Buyers, their officers, their authorized Representatives and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective Time, the Company shall afford Parent, and Parent shall afford the Company, and each a reasonable number of their respective financial advisorsemployees, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hourshours to the Business Contracts, upon reasonable noticeBooks and Records, analysis, projections, plans, systems, management and other personnel, the Seller’s Representatives, commitments, offices and other facilities and properties to its propertiesthe extent related to the Business, books the Acquired Assets and records and personnel; providedthe Assumed Liabilities. The terms of the Confidentiality Agreement shall apply to any information provided to Buyer Parent pursuant to this Section 6.4. The right of Buyers to access pursuant to this Section 6.4 shall not modify in any way any OC\1994682.10 representation or warranty in Article IV. Notwithstanding anything to the contrary set forth herein, howeverno Seller shall be required to provide access to, that or to disclose information, where such access or disclosure would (a) jeopardize the disclosing attorney-client privilege of such Seller, (b) contravene any applicable Law or (c) give a third party may restrict the right to terminate or accelerate the rights under a contract to which a Seller is a party as of the date of this Agreement or otherwise prohibit bound as of the date of this Agreement; provided that in each case, Seller Parent shall: (A) give reasonable notice to Buyer Parent of the fact that it is restricting or otherwise prohibiting access to any documents or information pursuant to this Section 6.4), (B) inform Buyer Parent with sufficient detail of the extent that reason for such restriction or prohibition, and (iC) any cause the applicable Law requires such party Seller to restrict or otherwise prohibit access use its reasonable best efforts to such cause the documents or information or (ii) access that are subject to such documents restriction or information would give rise prohibition to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and be provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does would not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries reasonably be expected to violate such restriction or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentprohibition.

Access; Confidentiality. (a) At all times Each of Sailfish and Green Energy shall, and each of them shall cause each of its respective Subsidiaries to, (i) afford to the other Party and its officers, directors, employees, accountants, consultants, agents, legal counsel, financial advisors and other representatives (collectively, the “Representatives”), during the period commencing with the execution and delivery of this Agreement and continuing until prior to the earlier to occur of the Effective Time and the termination of this Agreement pursuant to the terms of Article VIII and the Merger Effective Time9, the Company shall afford Parentreasonable access, and Parent shall afford the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives at reasonable access during normal business hours, times upon reasonable prior notice, to its the officers, key employees, agents, properties, books offices and other facilities of such Party and its Subsidiaries and to their books, records, contracts and documents and (ii) furnish reasonably promptly to the other Party and its Representatives such information concerning its and its Subsidiaries’ business, properties, contracts, records and personnel; providedpersonnel as may be reasonably requested, howeverfrom time to time, that by or on behalf of the disclosing party may restrict other Party. Each of Sailfish and Green Energy and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the other Party or its Subsidiaries or otherwise prohibit cause any unreasonable interference with the prompt and timely discharge by the employees of the other Party and its Subsidiaries of their normal duties. Each Party shall have the right to have a designee of such Party accompany the other Party and its Representatives on any visits or inspections of any properties of such Party and its Subsidiaries. Notwithstanding anything to the contrary in this Agreement, no Party shall be required to, or to cause any of its Subsidiaries to, grant access or furnish information to the other Party or any documents or information of its Representatives to the extent that (i) any such information is subject to attorney-client privilege or the attorney work-product doctrine or that such access or the furnishing of such information is prohibited by applicable Law requires such party or an existing contract or agreement (provided that each Party shall use its reasonable best efforts to restrict obtain the consent or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable counterparty to such documents agreement necessary to disclose information otherwise disclosable hereunder), or information, and provided further, that no such access would jeopardize the protection of competitively sensitive information or knowledge obtained by that such access would unreasonably disrupt the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect operations of such Party or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries. Notwithstanding anything to the contrary in this Agreement, Parent, no Party shall have access to personnel records of the other Party or any of its SubsidiariesSubsidiaries relating to individual performance or evaluation records, medical histories or other information that in such other Party’s good faith opinion upon the advice of legal counsel the disclosure of which could subject the other Party or any of their respective Representatives its Subsidiaries to risk of liability. Notwithstanding the foregoing, no Party shall be permitted to conduct any of the foregoing to prepare any reports, analyses, appraisals, opinions sampling or other information or to allow sampling analysis of any environmental media or building componentmaterials at any facility of the other Party or its Subsidiaries without the prior written consent of such other Party (which may be granted or withheld in such other Party’s sole discretion). Each Party agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 7.04(a) for any purpose unrelated to the Transactions.

Access; Confidentiality. (a) At all times during the period commencing with the execution reasonable request of Buyer, Seller shall, and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective Time, shall cause the Company shall afford Parentand its Subsidiaries to, prior to the Closing give or cause to be given to Buyer and Parent shall afford the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable notice, hours to its properties, books and records and personnel; provided, however, that the disclosing party may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires such party and all premises, properties, files, books, records, documents, financial and operating data and other information of the Company and its Subsidiaries, and to restrict or otherwise prohibit access the extent related to such documents or information or the Business, Seller and its Subsidiaries (other than the Company and its Subsidiaries), and (ii) the Representatives of the Company and its Subsidiaries, and to the extent related to the Business, Seller and its Subsidiaries (other than the Company and its Subsidiaries). Notwithstanding the foregoing, prior to the consummation of the Closing, Seller may exclude Buyer’s and such Representatives’ access to (x) personnel records of Seller, the Company or any of their respective Subsidiaries relating to individual performance, evaluation records or medical histories, (y) any information or materials the disclosure of which would result in the violation of applicable antitrust and competition Laws or confidentiality obligations of Seller, the Company or any of their respective Subsidiaries; provided, that Seller shall, and shall cause the Company and its Subsidiaries to, use commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such documents Laws, including by entering into a joint defense or similar agreement with Buyer if doing so could permit such disclosure without the violation of applicable Law and use commercially reasonable efforts to obtain authorization to disclose to Buyer any information would give rise or materials subject to such confidentiality obligations, or (z) any information subject to attorney-client privilege or that constitutes attorney work product; provided that Seller shall, and shall cause the Company and its Subsidiaries to, use commercially reasonable efforts to allow for such access or disclosure to the maximum extent that does not result in a waiver loss of any attorney-client privilege, work product doctrine including by entering into a joint defense or other applicable privilege applicable to similar agreement with Buyer if doing so could permit the disclosure of the foregoing information without the waiver of such documents or information, and provided further, that no attorney-client privilege. If any information or knowledge obtained by the receiving party in any investigation conducted material is withheld pursuant to the access contemplated by this Section 6.05 shall affect clause (ii) or be deemed to modify any representation or warranty (iii) of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding foregoing sentence, it Seller shall use its commercially reasonable efforts to communicate the applicable information (to the other party in a way that would not violate the applicable Law or obligation or to waive maximum extent possible without violating such a privilege including by providing such information in redacted form clause) inform Buyer as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possiblegeneral nature of what is being withheld. Any Buyer shall conduct its investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere designed to avoid any unreasonable interference with the conduct operations of the business of Seller, the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentSubsidiaries.

Access; Confidentiality. (a) At all times Seller agrees to permit Purchaser and its accountants, counsel and other authorized representatives to have, during the period commencing with from the execution date hereof to the Closing Date, reasonable access to the Assets over which Seller has physical control, premises, books and delivery records of this Agreement Seller and continuing until its Subsidiaries that relate primarily to the earlier to occur Business or Assets and personnel of the termination of this Agreement pursuant Business during normal business hours. Seller agrees to Article VIII make available to Purchaser, upon reasonable advance notice and the Merger Effective Time, the Company shall afford Parent, and Parent shall afford the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable noticethe officers and employees of Seller and its Subsidiaries, as Purchaser may reasonably request; provided, that such availability shall not interfere with the normal operations of Seller and its Subsidiaries. Seller shall furnish Purchaser with such financial and operational data and other information with respect to the Business and Assets as Purchaser shall from time to time reasonably request and as are maintained by Seller in the ordinary course of business. Notwithstanding the foregoing, Seller and its propertiesSubsidiaries shall not be required to permit Purchaser and its representatives to have access to any documents, books portions thereof or other information which Seller and/or its Subsidiaries are prohibited from disclosing due to confidentiality restrictions, and records except as contemplated by Section 6.1 of this Agreement, Seller and personnel; Purchaser hereby agree that until the Closing shall occur, Purchaser shall have no right to direct or control the Business or its operations. Any information regarding the Business or Assets heretofore or hereafter obtained from Seller or its Subsidiaries by Purchaser or its representatives shall be subject to the terms of the Confidentiality Agreement, and such information shall be held by Purchaser and its representatives in accordance with the terms of the Confidentiality Agreement, provided, however, that following the disclosing party may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires such party to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilegeClosing, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 6.2 and the Confidentiality Agreement shall affect or be deemed not prohibit Purchaser from using and providing to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing third parties such information in redacted form as necessary to preserve such a privilege concerning the Assets or comply with such Law or otherwise make appropriate substitute disclosure arrangementsthe Business (but not any other assets, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions liabilities or other information or relating to allow sampling Seller) as it may deem appropriate. From the date hereof through the Closing, Seller will continue to prepare and to promptly provide to Purchaser such management reports and information and financial statements and information as Seller currently prepares in the ordinary course of any environmental media or building componentbusiness.

Access; Confidentiality. (a) At all times during From the period commencing with the execution and delivery date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective Time, the Company shall afford Parentshall, and shall cause the Company Subsidiaries to, (a) upon reasonable prior notice, give Parent shall afford the Companyand Purchaser, their officers and each a reasonable number of their respective financial advisorsemployees and their authorized Representatives, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hourshours to the Company Contracts, upon books, records, analysis, projections, plans, systems, personnel, commitments, offices and other facilities and properties of the Company and the Company Subsidiaries and their accountants and accountants’ work papers and (b) furnish Parent and Purchaser on a timely basis with such financial and operating data and other information with respect to the Company Contracts and to the business and properties of the Company and the Company Subsidiaries as Parent and Purchaser may from time to time reasonably request and use its reasonable noticeefforts to make available at all reasonable times during normal business hours to the officers, to its employees, accountants, counsel, financing sources and other representatives of Parent and Purchaser the appropriate individuals (including management personnel, attorneys, accountants and other professionals) for discussion of the Company’s business, properties, books prospects and records and personnel; provided, however, that personnel as Parent or Purchaser may reasonably request. The terms of the disclosing party may restrict Confidentiality Agreement shall apply to any information provided to Parent or Purchaser pursuant to this Section 6.2 or otherwise prohibit access in connection with the transactions contemplated by this Agreement and Parent and Purchaser hereby agree to any documents or information to be bound by the extent that (i) any applicable Law requires such party to restrict or otherwise prohibit access Confidentiality Agreement with respect to such documents information as if Parent and Purchaser were signatories thereto. No investigation heretofore conducted or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 6.2 shall affect or be deemed to modify any representation or warranty of made by the disclosing party parties hereunder. Notwithstanding anything to the contrary set forth in this Agreement herein, the Company shall not be required to provide access to, or otherwise impair to disclose information, where such access or disclosure would jeopardize the rights and remedies available to receiving party hereunder. If attorney-client privilege of the Company or Parent does not provide access the Company Subsidiaries or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the contravene any applicable information law or contract entered into prior to the other party date of this Agreement (provided that, in such circumstance, the Company shall cooperate with Parent to implement a way that would not violate the applicable Law procedure to permit access to or obligation or to waive such a privilege including by providing disclosure of such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does would not unreasonably interfere with reasonably be expected to jeopardize the conduct of the business of the Company and its Subsidiaries attorney/client privilege or Parent and its Subsidiaries. Nothing in this Section 6.05 contravene such applicable law or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentcontract).

Access; Confidentiality. (a) At all times during a)From and after the period commencing Closing Date, in connection with any reasonable business purpose, including the execution preparation of Tax Returns, claims or obligations relating to Excluded Liabilities, financial statements, U.S. Securities and delivery Exchange Commission (the “ SEC”), or the determination of this Agreement and continuing until any matter relating to the earlier to occur rights or obligations of the termination Seller Parties or any of this Agreement pursuant to Article VIII and the Merger Effective Timetheir Affiliates under any Transaction Agreement, the Company shall afford Parentupon reasonable prior notice, and Parent shall afford except to the Companyextent necessary to (i) ensure compliance with any applicable Law, (ii) preserve any applicable privilege (including the attorney-client privilege) or (iii) comply with any confidentiality obligations, Buyer shall, and shall cause each of its respective Affiliates and its and their respective financial advisorsRepresentatives to (x) afford each Seller Party and its Representatives and their respective Affiliates reasonable access, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable noticeto examine, inspect and copy such books, records, documents and other information of Buyer and its Affiliates in respect of the Business, the Transferred Assets and the Assumed Liabilities, (y) furnish to each Seller Party and its propertiesRepresentatives and their respective Affiliates, books such additional financial data and records other information regarding the Transferred Assets as any Seller Party or its Representatives may from time to time reasonably request and personnel(z) make available to each Seller Party and their Representatives and its respective Affiliates those employees of Buyer or its Affiliates whose assistance, expertise, testimony, notes or recollections or presence may be necessary to assist such Seller Party, its Representatives or their respective Affiliates in connection with its inquiries for any purpose referred to above, including the presence of such persons for interviews and depositions and as witnesses in hearings or trials for such purposes; provided, however, that the disclosing party may restrict such investigation or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires such party to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct business or operations of the business of the Company and its Subsidiaries Buyer or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its SubsidiariesAffiliates; and provided, Parentfurther, that the auditors and accountants of Buyer or its Affiliates shall not be obligated to make any of its Subsidiaries, work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentaccountants.

Access; Confidentiality. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective TimeAfter reasonable notice provided by Buyer, the Company Seller shall afford Parentgive, and Parent shall afford the Companyauthorize and instruct its counsel, its accountants and each of their respective financial advisors, business consultants, legal its other agents and representatives to give to Buyer and Buyer's counsel, accountants and other agents and representatives reasonable full access during normal business hourshours to the Property and to all of Seller's books, upon reasonable notice, to its properties, books contracts and records related to the Property, and personnel; shall furnish such information and copies of such materials related to the Property as Buyer from time to time reasonably may request, provided, however, however that the disclosing party may restrict or otherwise prohibit access to any documents or information to the extent that in no event shall (i) any applicable Law requires such party to restrict inspections or otherwise prohibit access to such documents tests materially disrupt or information disturb the operation of the Property, or (ii) access to Buyer or its agents, representatives and consultants drill or bore on or through the surface of the Real Property or the Improvements without Seller's prior written consent, which consent may be given or withheld in Seller's sole and absolute discretion. After making such documents or information would give rise to a waiver of any attorney-client privilegetests and inspections, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by Buyer shall promptly restore the receiving party in any investigation conducted pursuant Property to the access contemplated condition that existed prior to making such tests and inspections (which obligation shall survive the Closing or any termination of this Agreement). In the event that the Agreement is terminated for any reason other than Seller's default, Buyer shall promptly deliver to Seller copies of all written reports, studies and results of tests and investigations obtained or conducted by Buyer with respect to the Property (which obligation shall survive any termination of this Section 6.05 Agreement) provided that Seller first reimburses Buyer for the cost of obtaining such reports, studies and results. Buyer shall affect not communicate directly with Target absent the presence of a representative of Seller and all inquiries concerning Target or the Properties shall be deemed directed to modify any representation or warranty of Seller. All information so learned by Buyer shall be kept in confidence pending the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunderClosing. If the Company or Parent Closing does not provide access or information in reliance on the preceding sentencetake place for any reason, it Buyer shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing keep such information in redacted form as necessary confidence thereafter (unless and until such information otherwise is or becomes public knowledge through no fault of Buyer) and shall promptly return to preserve Seller all materials so provided by Seller; provided, that the foregoing shall not prohibit Buyer from utilizing such a privilege information or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted materials in a manner that does not unreasonably interfere connection with the conduct of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any exercise of its Subsidiariesrights hereunder. Buyer shall indemnify, Parent, defend and hold harmless Seller from any damage or injury caused by Buyer's breach of its Subsidiaries, covenants herein contained or any Buyer's or Buyer's agents' gross negligence or willful misconduct (but specifically excluding such party's simple negligence) while reviewing Seller's books and records at the Property. The foregoing provisions shall survive the termination of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentthis Agreement.

Access; Confidentiality. (a) At Rexam PLC shall cause the Subject Companies prior to the Closing to (i) give Purchaser and its authorized representatives reasonable access to all times during books, records, personnel, offices and other facilities and properties of the period commencing Subject Companies relating to the Business, (ii) permit Purchaser to make such copies and inspections thereof as Purchaser may reasonably request and (iii) cause the officers of the Subject Companies to furnish Purchaser with such financial and operating data and other information with respect to the execution Business and delivery the properties of the Subject Companies as Purchaser may from time to time reasonably request; provided that any such access shall be conducted at Purchaser's expense, at a reasonable time, under the observation of the Subject Companies' personnel and in such a manner as to maintain the confidentiality of this Agreement and continuing until the earlier Transactions and not to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective Time, the Company shall afford Parent, and Parent shall afford the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to its properties, books and records and personnel; provided, however, that the disclosing party may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires such party to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct normal operation of the business of the Company and its Subsidiaries Subject Companies or Parent and its Subsidiariesthe Business. Nothing in this Section 6.05 or elsewhere Notwithstanding anything contained in this Agreement or any other agreement between Purchaser and any Selling Party executed prior to the date hereof, neither Rexam PLC, the Subject Companies, nor any Affiliate of Rexam PLC shall be construed have any obligation to require the Companymake available to Purchaser or its representatives, or provide Purchaser or its representatives with, any consolidated, combined or unitary Tax Return filed by Rexam PLC or any of its Subsidiaries, Parent, any of its SubsidiariesAffiliates or their respective predecessors, or any related material (provided, that all information used in such Unitary Tax Return that pertains solely to the Subject Companies shall be provided to the Purchaser). Nothing herein shall require any Selling Party to disclose any information to Purchaser if such disclosure would contravene any applicable laws, fiduciary duty or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which a Selling Party or any Affiliate of a Selling Party is a party but excluding any legal restriction arising solely from the lack of written consent from employees to Purchaser's review of their respective Representatives of any of personnel data outside the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentEuropean Union).

Access; Confidentiality. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective Time, Seller shall cause the Company shall afford Parentfrom the date hereof to the Closing to (i) give Purchaser and its authorized representatives, upon reasonable advance notice and Parent shall afford the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal regular business hours, reasonable access to all books, records, personnel, officers and other facilities and properties of the Company and its Subsidiaries, (ii) permit Purchaser to make such copies and inspections thereof, upon reasonable noticeadvance notice and during regular business hours, as Purchaser may reasonably request and (iii) cause the officers of the Company and its Subsidiaries to its properties, books furnish Purchaser with such unaudited financial and records operating data and personnelother information with respect to the business and properties of the Company as is regularly prepared in the ordinary course that Purchaser may from time to time reasonably request; provided, however, that any such access shall be conducted at Purchaser's expense, at a reasonable time, under the disclosing party may restrict supervision of Seller's or otherwise prohibit access the Company's personnel and in such a manner as not to interfere unreasonably with the normal operations of the business of Seller or the Company. Notwithstanding anything contained in this or any documents other agreement between Purchaser and Seller executed prior to the date hereof, none of the Company, any Company Subsidiary, Seller or any Affiliate of Seller shall have any obligation to make available to Purchaser or its representatives, or provide Purchaser or its representatives with, any consolidated, combined or unitary Tax Return filed by Seller or any of its Affiliates or predecessors, or any related material, and nothing herein shall require either Seller or the Company to disclose any information to the extent that Purchaser if such disclosure would in Seller's reasonable discretion (i) jeopardize any applicable Law requires such party to restrict attorney-client or otherwise prohibit access to such documents or information other legal privilege or (ii) access contravene any applicable Law, fiduciary duty or binding agreement (including any confidentiality agreement to such documents or information would give rise to a waiver of any attorney-client privilegewhich Seller, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in any Affiliate of either is a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentparty).

Access; Confidentiality. (a) At all times during From the period commencing with the execution and delivery date of this Agreement and continuing until the earlier Effective Time, subject to occur the terms of the termination of this Agreement pursuant to Article VIII confidentiality agreement, dated May 11, 2011, entered into between Parent and the Merger Effective TimeCompany (the "Confidentiality Agreement"), the Company shall afford Parentto the Representatives (as hereinafter defined) of Parent and Purchaser, and Parent shall afford the Companyreasonable access, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, hours to its the Company's properties, books and books, records and personnelpersonnel and all other information concerning its business, properties and personnel as Parent or Purchaser may reasonably request; provided, however, that the disclosing party may restrict or otherwise prohibit Company shall not be required to provide Parent access to any information or documents or information to which would, in the extent that reasonable judgment of the Company, (i) breach any applicable Law requires such party to restrict or otherwise prohibit access to such documents or information or agreement of the Company with any third-party, (ii) access to such documents or information would give rise to constitute a waiver of any the attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained held by the Company, (iii) result in a competitor of the Company receiving party material information that is competitively sensitive, the sharing of which could constitute a violation of any applicable Law, or (iv) otherwise violate any applicable Law. Insofar, however, as Parent’s outside counsel, in contrast to the Parent, may reasonably be granted access to any such otherwise restricted materials, if pursuant to a common-interest agreement, the Company shall provide Parent’s outside counsel with such access as may be reasonable. Prior to the Effective Time, Parent and Purchaser will hold any information obtained pursuant to this Section 6.2 in accordance with the terms of the Confidentiality Agreement. As used in this Agreement, the term "Representatives" shall mean, with respect to any Person (or its Subsidiaries), its respective officers, directors, employees, consultants, attorneys, accountants, investment bankers or other agents. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner so as not to interfere unreasonably with the business or operations of the Company or otherwise result in any significant interference with the prompt and timely discharge by the Company's employees of their normal duties. No investigation conducted pursuant to the access contemplated by this Section 6.05 6.2 shall affect or be deemed to modify any representation or warranty of made by the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party parties hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building component.

Access; Confidentiality. (a) At all times during From the period commencing with the execution and delivery of this Agreement and continuing date hereof until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective Time, the Company shall afford Parent, and Parent shall afford the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to its properties, books the Company shall (and records and personnel; provided, however, that shall cause each of the disclosing party may restrict or otherwise prohibit access to any documents or information Company Subsidiaries to) afford to the extent that officers, employees, accountants, counsel and other representatives and agents of Parent and the Merger Sub reasonable access, at reasonable times, to (i) any applicable Law requires such party to restrict or otherwise prohibit access to such documents or information or all of the properties, books, analyses, projections, plans, systems, contracts, commitments, records, notices, personnel offices and other facilities of the Company and the Company Subsidiaries, (ii) access to such documents or information would give rise to a waiver the appropriate individuals (including management, personnel, attorneys, accountants and other professionals) for discussion of any attorney-client privilegethe business, work product doctrine or other applicable privilege applicable to such documents or informationproperties, prospects and personnel of the Company and the Company Subsidiaries as Parent may reasonably request, and provided further(iii) customers of the Company as mutually agreed. Notwithstanding the foregoing, that no information any such investigation or knowledge obtained consultation shall be conducted in such a manner as not to interfere with the business or operations of the Company or any Company Subsidiaries. During such period, the Company shall (and shall cause each of the Company Subsidiaries to), subject to any limitations imposed by law with respect to records of employees, furnish promptly to Parent and the receiving party in any investigation conducted Merger Sub (x) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the access contemplated by requirements of federal securities laws, (y) a copy of all material correspondence with any U.S. federal or foreign Governmental Entity and (z) all other information concerning its business, properties and personnel as Parent or the Merger Sub may reasonably request. No investigation pursuant to this Section 6.05 6.4 or information shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the disclosing party set forth parties to consummate the Merger. The parties will hold any information which is non-public in confidence in accordance with the terms of the Confidentiality Agreement, dated as of March 5, 2003, between the Company and Parent (the “Confidentiality Agreement”) and, in the event this Agreement is terminated for any reason, the parties shall promptly return or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing destroy such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere accordance with the conduct of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentConfidentiality Agreement.

Access; Confidentiality. (a) At all times Each of Sailfish and Green Energy shall, and each of them shall cause each of its respective Subsidiaries to, (i) afford to the other Party and its officers, directors, employees, accountants, consultants, agents, legal counsel, financial advisors and other representatives (collectively, the “Representatives”), during the period commencing with the execution and delivery of this Agreement and continuing until prior to the earlier to occur of the Effective Time and the termination of this Agreement pursuant to the terms of Article VIII and the Merger Effective Time9, the Company shall afford Parentreasonable access, and Parent shall afford the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives at reasonable access during normal business hours, times upon reasonable prior notice, to its the officers, key employees, agents, properties, books offices and other facilities of such Party and its Subsidiaries and to their books, records, contracts and documents and (ii) furnish reasonably promptly to the other Party and its Representatives such information concerning its and its Subsidiaries’ business, properties, contracts, records and personnel; providedpersonnel as may be reasonably requested, howeverfrom time to time, that by or on behalf of the disclosing party may restrict other Party. Each of Sailfish and Green Energy and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the other Party or its Subsidiaries or otherwise prohibit cause any unreasonable interference with the prompt and timely discharge by the employees of the other Party and its Subsidiaries of their normal duties. Each Party shall have the right to have a designee of such Party accompany the other Party and its Representatives on any visits or inspections of any properties of such Party and its Subsidiaries. Notwithstanding anything to the contrary in this Agreement, no Party shall be required to, or to cause any of its Subsidiaries to, grant access or furnish information to the other Party or any documents or information of its Representatives to the extent that (i) any such information is subject to attorney-client privilege or the attorney work-product doctrine or that such access or the furnishing of such information is prohibited by applicable Law requires such party or an existing contract or agreement (provided that each Party shall use its reasonable best efforts to restrict obtain the consent or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable counterparty to such documents agreement necessary to disclose information otherwise disclosable hereunder), or information, and provided further, that no such access would jeopardize the protection of competitively sensitive information or knowledge obtained by that such access would unreasonably disrupt the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect operations of such Party or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries. Notwithstanding anything to the contrary in this Agreement, Parent, no Party shall have access to personnel records of the other Party or any of its SubsidiariesSubsidiaries relating to individual performance or evaluation records, medical histories or other information that in such other Party’s good faith opinion upon the advice of legal counsel the disclosure of which could subject the other Party or any of their respective Representatives its Subsidiaries to risk of liability. Notwithstanding the foregoing, no Party shall be permitted to conduct any of the foregoing to prepare any reports, analyses, appraisals, opinions sampling or other information or to allow sampling analysis of any environmental media or building component.materials at any facility of the other Party or its Subsidiaries without the prior written consent of such other Party (which may be granted or withheld in such other Party’s sole discretion). Each Party agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 7.04(a) for any purpose unrelated to the Transactions. Table of Contents

Access; Confidentiality. (a) At all times during During the period commencing with the execution Pre-Closing Period, each Seller shall and delivery of this Agreement shall cause its Representatives to, upon reasonable prior notice, give Buyer and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective Time, the Company shall afford Parent, and Parent shall afford the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives its authorized Representatives reasonable access during normal business hourshours to Contracts, upon reasonable noticeBooks and Records, to its analysis, projections, plans, systems, management and other personnel, and Sellers’ Representatives, offices and other facilities and properties, books in each case to the extent related to the Business (including the Business Employees), the Acquired Assets or the Assumed Liabilities; provided that Buyer and records its Representatives shall not interfere unreasonably with the business and operations of Sellers. The terms of the Confidentiality Agreement shall apply to any information provided to Buyer and its Representatives pursuant to this Section 6.4. The right of Buyer to access pursuant to this Section 6.4 shall not modify in any way any representation or warranty in Article IV. Notwithstanding anything to the contrary set forth herein, no Seller shall be required to provide access to, or to disclose information, where such access or disclosure would (a) jeopardize the attorney-client or other legal privilege of such Seller, (b) relate to individual performance or evaluation records, medical histories or other personnel; provided-related information the disclosure of which would subject Sellers or any of their Affiliates to Liability, however, that (c) contravene any applicable Law or (d) give a third party the disclosing right to terminate or accelerate the rights under a Contract to which a Seller is a party may restrict as of the date of this Agreement or otherwise prohibit bound as of the date of this Agreement; provided that in each case, Seller Parent shall: (i) give reasonable notice to Buyer of the fact that it is restricting or otherwise prohibiting access to any documents or information pursuant to this Section 6.4, (ii) inform Buyer with sufficient detail of the extent that reason for such restriction or prohibition, and (iiii) any cause the applicable Law requires such party Seller to restrict or otherwise prohibit access use its reasonable best efforts to such cause the documents or information or (ii) access that are subject to such documents restriction or information prohibition to be provided in a manner that would give rise not reasonably be expected to a waiver of any attorneyviolate such restriction or prohibition. During the Pre-client privilegeClosing Period, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Seller Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate arrange on-site inspections of the facilities set forth in Schedule 6.4 as soon as practicable following the date hereof at times that are mutually convenient for Seller Parent, Buyer and the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentsuppliers.

Access; Confidentiality. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII ARTICLE IX and the Merger Effective Acceptance Time, the Company shall afford Parent, Parent and Parent shall afford the Company, and each of their respective its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to its the properties, books and records and personnelpersonnel of the Company; provided, however, that the disclosing party Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires such party the Company to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, ; and provided further, that no information or knowledge obtained by the receiving party Parent in any investigation conducted pursuant to the access contemplated by this Section 6.05 7.7 shall affect or be deemed to modify any representation or warranty of the disclosing party Company set forth in this Agreement or otherwise impair the rights and remedies available to receiving party Parent and Acquisition Sub hereunder. If In the event that the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable best efforts to communicate the applicable information to the other party Parent in a way that would not violate the applicable Law Law, Contract or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 7.7 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or Parent and create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing. Nothing in this Section 6.05 7.7 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, Subsidiaries or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentinformation.

Access; Confidentiality. (a) At all times Subject to applicable Law and Governmental Orders, Seller shall, and shall cause the Company and each of its Subsidiaries to, during the period commencing with from and after the execution and delivery of this Agreement and continuing date hereof until the earlier to occur of the termination of this Agreement pursuant to Article VIII Closing, upon reasonable advance notice, (i) afford Purchaser and the Merger Effective Timeits authorized directors, the Company shall afford Parentofficers, and Parent shall afford the Companyemployees, and each of their respective financial advisorsaccountants, business consultants, legal counsel, accountants investment bankers and other agents and representatives consultants (collectively, “Representatives”) reasonable access access, during normal business hours, upon reasonable noticein the presence of at least one (1) Representative of Parent, to its the employees, properties, books and records (with respect to income Tax records, only to the extent directly related to the Company or any of its Subsidiaries), Contracts and personnelother documents of the Company or any of its Subsidiaries, (ii) furnish to Purchaser such financial and operating data and other information relating to the Company and its Subsidiaries and, to the extent the Company has such data or other information, the Company Joint Ventures, as Purchaser may reasonably request, and (iii) instruct the appropriate Company Employees to cooperate reasonably with Purchaser and its Representatives in connection with the foregoing; provided, however, that that, in each case, such access, furnishing of information and cooperation shall not (w) unreasonably disrupt the disclosing party may restrict or otherwise prohibit access to any documents or information to the extent that Company’s and its Subsidiaries’ operations, (ix) any applicable Law requires such party to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If require the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use any of its commercially reasonable efforts Subsidiaries to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation permit any inspection or to waive such a privilege including by providing such disclose any information that in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business reasonable judgment of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parentas applicable, would result in the disclosure of any trade secrets or violate any of its obligations or policies with respect to confidentiality, (y) require the Company or any of its Subsidiaries to disclose any privileged information of the Company or any of its Subsidiaries or (z) require Seller or any of its Affiliates (including the Company and its Subsidiaries) to disclose any proprietary information of or regarding Parent or its Affiliates (excluding the Company or any of its Subsidiaries). All requests for information made pursuant to this Section 5.3(a) shall be directed to the General Counsel of Parent or such other Persons designated by Seller in writing. All such information shall be governed by the terms of the Confidentiality Agreement. Purchaser shall not, and shall cause its Representatives not to, use any information obtained pursuant to this Section 5.3(a) (as well as any other information provided to Purchaser or any of their respective its Representatives by or on behalf of Parent, Seller, the Company or the Company’s Subsidiaries prior to the date hereof) for any purpose unrelated to this Agreement and the transactions contemplated hereby. To the extent that Seller or any of its Affiliates incurs any incremental out-of-pocket costs in processing, retrieving or transmitting any such information pursuant to this Section 5.3(a), Purchaser shall reimburse Seller and such Affiliate for the foregoing reasonable out-of-pocket costs thereof (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) promptly upon submission to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling Purchaser of any environmental media or building componentan invoice therefor accompanied by reasonable supporting documentation.

Access; Confidentiality. (a) At all times Upon reasonable notice and subject to applicable laws relating to the exchange of information, Parent shall, and shall cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel and other Representatives of Bradford access, during normal business hours during the period commencing prior to the Closing Date, to all its properties and to all books, accounts, records, filings with the execution any Regulatory Authority (subject to permission from such Regulatory Authority as may be required), tax returns, leases, contracts and delivery documents of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective Time, the Company shall afford Parent, Wyman Park and any Parent shall afford the CompanyXxxxxxxxxy with respect to Parent's, Wyman Park's or any Parent Xxxxxxxxxx's assets, liabilities and business, and each of their respective financial advisorsto its officers, business consultantsemployees, legal counselaccountants, accountants counsel and other agents and representatives reasonable access during normal business hoursrepresentatives, upon reasonable notice, to its properties, books and records and personnel; provided, however, that the disclosing party may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires such party to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted each case in a manner that does not unreasonably interfere with disruptive to the conduct operation of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 and, during such period, Parent shall, and shall cause its Subsidiaries to, make available to Bradford (i) a copy of each report, schedule, registration statement and other document filed or elsewhere in this Agreement shall be construed received by it during such period pursuant to require the Companyrequirements of Federal securities laws or Federal or state banking, mortgage lending, real estate or consumer finance or protection laws (other than reports or documents which Parent is not permitted to disclose under applicable law) and (ii) all other information concerning its business, properties and personnel as such other party may reasonably request. Neither Parent nor any of its Subsidiaries, Parent, any Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its Subsidiariescustomers, or any of their respective Representatives of any jeopardize the attorney-client privilege of the foregoing to prepare any reports, analyses, appraisals, opinions institution in possession or other control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to allow sampling the date of this Agreement in the ordinary course of business consistent with past practice. The parties hereto will make appropriate and reasonable substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Wyman Park shall permit Brxxxxxx, xx Bradford's sole expense, to cause a "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or occupied by Wyman Park, provided thxx xxx xxase I environmental media or building componentaudit is contracted for within thirty (30) days of the date of this Agreement and commenced as soon as practicable thereafter. Bradford shall provide a copy of each phase I and phase II audit so conducted to Parent within two (2) business days after receipt thereof.

Access; Confidentiality. (a) At all times during Between the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII Effective Date and the Merger Effective TimeClosing Date, Seller shall (i) provide reasonable access to Buyer, its Affiliates and their respective accountants, engineers and other representatives and advisers, during normal business hours, to the Company shall afford ParentAssets and the files, books, records, documents, and Parent other information relating thereto (other than certain privileged documents, confidential third-party documents and personnel file records and evaluative records pertaining to employees), and (ii) make available for inspection and copying by Buyer originals or true and complete copies of any documents relating to the foregoing, including the documents listed in any Schedule attached to this Agreement. Prior to any such access, Buyer shall afford notify Seller of its desire for such access, and Buyer and Seller shall reasonably cooperate and determine a mutually acceptable time and date for such access. All documents or information obtained shall be subject to the CompanyConfidentiality Agreement. Buyer shall indemnify, defend and hold harmless Seller and its Affiliates, and each of their respective financial advisorsdirectors, business consultantsofficers, legal counsel, accountants employees and other agents from and representatives reasonable access during normal business hours, upon reasonable notice, to its properties, books and records and personnel; provided, however, that the disclosing party may restrict or otherwise prohibit access to any documents or information to the extent that against all Liabilities arising out of (i) any applicable Law requires such party and all statutory or common law liens or other Encumbrances for labor or materials furnished in connection with rights granted hereunder, including samplings, studies or surveys that Buyer may conduct with respect to restrict or otherwise prohibit access the Assets pursuant to such documents or information this Section 8.7, or (ii) access any injury to such documents or information would give rise to a waiver death of any attorney-client privilege, work product doctrine persons or other applicable privilege applicable damage to or destruction of property including the Assets and the Excluded Assets occurring as a result of such documents exercise of the rights granted under this Section 8.7 or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation activities conducted pursuant to this Section 8.7; provided that this indemnification shall not apply in respect of Liabilities arising from the access contemplated gross negligence or willful and wanton misconduct of any of Seller, its Affiliates or their respective directors, officers, employees or agents. In addition, Buyer waives and releases all claims against Seller and its Affiliates, and their respective directors, officers, employees and agents, other than claims resulting from their gross negligence or willful and wanton misconduct, for injury to or death of any persons or damage to property arising from the exercise of rights granted to Buyer by this Section 6.05 shall affect 8.7 or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted activities performed pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with 8.7 by Buyer or Buyer’s agents or employees on, at, or about the conduct Facility. The provisions of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in 8.7 shall survive the termination of this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentAgreement.

Access; Confidentiality. (a) At all times during the period commencing Subject to compliance with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective Timeapplicable Laws, the Company shall afford to Parent, Merger Sub and Parent shall afford the Company, Lenders and each of to its and their respective financial advisorsdirectors, business officers, employees, accountants, consultants, legal counsel, accountants financial advisors and agents and other agents and representatives (collectively, “Parent Representatives”), upon written request, reasonable access during normal business hours, upon reasonable noticeduring the period prior to the earlier of the Effective Time and the Termination Date, to the Company’s and its Subsidiaries’ officers, employees, properties, assets, liabilities, contracts, commitments, books and records records, including for the purpose of conducting any non-invasive “Phase I” type environment assessment or audit (which shall not include the taking of soil, groundwater, surface water, air or building material samples or other invasive testing), other than, subject to Section 5.3, any such matters that relate to the negotiation and personnelexecution of this Agreement, or to transactions potentially competing with or alternative to the transactions contemplated by this Agreement or proposals from other parties relating to any competing or alternative transactions. The foregoing notwithstanding, the Company shall not be required to afford such access if and to the extent it would (i) unreasonably disrupt the operations of the Company or any of its Subsidiaries, (ii) violate any of the Company’s or its Subsidiaries’ obligations with respect to confidentiality, so long as the Company shall have used commercially reasonable efforts to obtain the consent of such third party to afford such access, (iii) on the advice of counsel, be reasonably likely to result in the loss of privilege or trade secret protection to the Company or any of its Subsidiaries or (iv) reasonably be expected to result in a violation of any applicable Law; provided, however, that in each case, the disclosing party may restrict Company uses commercially reasonable efforts to minimize the effects of such restriction or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires such party to restrict or otherwise prohibit access provide a reasonable alternative to such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, access. In the event that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it the Company shall provide notice to Parent that such access or information is being withheld and the Company shall use its commercially reasonable efforts to communicate communicate, to the extent feasible, the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive risk waiver of such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentprivilege.

Access; Confidentiality. (a) At all times Seller and Seller Parent agree to permit Purchaser and its accountants, counsel and other authorized representatives to have, during the period commencing with from the execution and delivery date of this Agreement to the Closing Date, access to the premises, books and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective Time, the Company shall afford Parentrecords, and Parent shall afford authorized representatives of each Subject Company and FG that relate to its business (but, with respect to FG, only the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives FG Transferred Business) upon reasonable access advance notice during normal business hours, upon reasonable noticeprovided that such access does not interfere with the normal operations of the Subject Companies and FG. Seller and Seller Parent agree to cause the Subject Companies and FG to furnish Purchaser with such financial and operational data and other information with respect to their respective businesses and properties (but, with respect to its propertiesFG, books and records and personnel; only the FG Transferred Business) as Purchaser may from time to time reasonably request, provided, however, that the disclosing party may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires such party the auditors and outside accountants of Seller, Seller Parent, the Subject Companies and FG shall not be obligated to restrict or otherwise prohibit make work papers available to Purchaser unless Purchaser has signed a customary agreement relating to access to such documents work papers in form and substance reasonably acceptable to such auditors or information or accountants, as applicable, and (ii) access none of Seller, Seller Parent, the Subject Companies or FG shall be obligated to such documents make any information available to Purchaser that would, in the reasonable judgment of Seller or information would give rise to a waiver of Seller Parent, violate or jeopardize any applicable attorney-client privilege, work product doctrine or other privilege or any applicable privilege applicable contractual confidentiality obligation. Without limitation of the foregoing, Seller shall deliver to such documents Purchaser, or informationmake available for printing by Purchaser, within ten (10) days after the date of this Agreement, true and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted complete copies of each lease (as amended to date) pursuant to the access contemplated by this Section 6.05 shall affect which FG or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Subject Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possibleleases real property. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of information regarding any of the foregoing Subject Companies and FG heretofore or hereafter obtained from Seller, Seller Parent, the Subject Companies, FG, their affiliates or their respective representatives by Purchaser or its representatives shall be subject to prepare any reportsthe terms of the Confidentiality Agreement, analyses, appraisals, opinions or other and such information or to allow sampling shall be held by Purchaser and its representatives in accordance with the terms of any environmental media or building componentthe Confidentiality Agreement.

Access; Confidentiality. (a) At all times during From the period commencing with the execution and delivery of this Agreement and continuing date hereof until the earlier ----------------------- Effective Time, upon reasonable notice and subject to occur the terms of the termination of this Agreement pursuant to Article VIII and the Merger Effective TimeConfidentiality Agreement, the Company shall afford Parent, (and Parent shall afford the Company, and cause each of their respective financial advisorsthe Company Subsidiaries to) afford to the officers, business consultantsemployees, legal accountants, counsel, accountants financing sources and other agents representatives of Parent and representatives the Purchaser, reasonable access access, during normal business hours, upon reasonable noticehours throughout the period prior to the Appointment Date, to all of its properties, books books, contracts, commitments and records and, during such period, the Company shall (and personnel; providedshall cause each of the Company Subsidiaries to), however, that the disclosing party may restrict or otherwise prohibit access subject to any documents limitations imposed by law with respect to records of employees, furnish promptly to Parent and the Purchaser (a) a copy of each report, schedule, registration statement and other document filed or information to the extent that (i) any applicable Law requires received by it during such party to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted period pursuant to the access contemplated requirements of federal securities laws and (b) all other information concerning its business, properties and personnel as Parent or the Purchaser may reasonably request. After the Appointment Date, the Company shall provide Parent or the Purchaser and such persons as Parent or the Purchaser shall designate with all such information as is in Company's possession or control and as Parent or the Purchaser shall reasonably request, at such time as Parent or the Purchaser shall reasonably request. Unless otherwise required by law or regulation (including stock exchange rules) and until the Appointment Date, Parent and the Purchaser will hold any such information which is non-public in confidence in accordance with the terms of the Confidentiality Agreement (except as may be required by law or by any listing agreement with or by the listing rules of the London Stock Exchange) and, in the event this Agreement is terminated for any reason, Parent or the Purchaser shall promptly return or destroy such information in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.05 6.5 shall affect or be deemed to modify any representation or warranty of made by the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party parties hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building component.

Access; Confidentiality. (a) At Prior to the Closing, the Seller Parties shall (i) give the Purchaser Parties and their authorized representatives reasonable access to all times during Books and Records relating to ATPG or Asset Seller in the period commencing operation of the Textile Business, personnel, offices and other facilities and Properties of Asset Seller and ATPG relating to the Textile Business, (ii) permit the Purchaser Parties to make such copies and inspections thereof as any Purchaser Party may reasonably request and (iii) cause the officers of Asset Seller and ATPG to furnish the Purchaser Parties with such financial and operating data and other information with respect to the execution Textile Business and delivery the Properties of Asset Seller and ATPG as any Purchaser Party may from time to time reasonably request; provided that any such access shall be conducted at the expense of the Purchaser Parties, at a reasonable time, under the supervision of one of Asset Seller Personnel and in such a manner as to maintain the confidentiality of this Agreement and continuing until the earlier Transactions and not to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective Time, the Company shall afford Parent, and Parent shall afford the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to its properties, books and records and personnel; provided, however, that the disclosing party may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires such party to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably materially interfere with the conduct normal operation of the business of Asset Seller, ATPG or the Company Textile Business and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement provided further that no such access shall be construed given insofar as that would not be in compliance with Law and that no access to require personnel files or information (other than pay-roll information all performance evaluations and discipline records and any other information necessary for Asset Purchase to be able to fulfill its obligations under Section 7.5(a)(i)) shall be granted except with the Companyprior written consent of the respective employee or upon an order by a court of competent jurisdiction. Asset Seller agrees to use its commercial best efforts to obtain the consent of such employees to the extent such consent is necessary to release any additional information requested by Asset Purchaser. Up to the Closing Date, any of its Subsidiaries, Parent, any of its SubsidiariesAsset Seller shall furnish, or any of their respective Representatives cause to be furnished, to the Purchaser Parties copies of any financial statements or financial reports prepared in the ordinary course of business related to the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentTextile Business.

Access; Confidentiality. The Selling Parties shall cause the Subject Companies prior to the Closing to (ai) At all times during the period commencing with the execution give Silgan and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective Time, the Company shall afford Parent, and Parent shall afford the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and its authorized representatives reasonable access during normal business hoursto all books, upon reasonable noticerecords, personnel reasonably designated by Amcor, offices and other facilities and properties of the Subject Companies relating to the Business; (ii) permit Silgan to make such copies and inspections thereof as Silgan may reasonably request; (iii) cause the officers of the Subject Companies to furnish Silgan with such financial and operating data and other information with respect to the Business and the properties of the Subject Companies as Silgan may from time to time reasonably request, including, assessments, audits, studies and data to which the Selling Parties have access concerning the existence of Hazardous Substances at facilities or properties presently or formerly owned, operated, leased or used by the Subject Companies or any predecessors in interest or concerning compliance with, or liability under, any Environmental Laws; and (iv) permit Silgan and its propertiesauthorized representatives to conduct inspections as they may reasonably require (including any air, books water, soil, or other testing and records and personnelmonitoring deemed necessary by Silgan); provided, however, that the disclosing party may restrict or otherwise prohibit any such access to any documents or information to the extent that (i) any applicable Law requires such party to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted at Silgan's expense, at a reasonable time, under the supervision of the Subject Companies' personnel and in such a manner that does as to maintain the confidentiality of this Agreement and the Transactions and not unreasonably to interfere with the conduct normal operation of the business of the Company Subject Companies or the Business, and in compliance with any other reasonable requirements of the Subject Companies, including as to security and insurance. Without in any manner limiting the generality of the foregoing, (1) no physical work or tests involving the Real Property shall be performed by Silgan without the prior written consent of the Selling Parties, such consent not to be unreasonably withheld, conditioned or delayed, (2) any environmental investigations shall be in compliance with all applicable Laws relating to the protection of human health and the Environment, (3) Silgan will indemnify and hold the Selling Parties harmless from and against all costs, expenses and damages which the Selling Parties may incur or suffer to the extent that such costs, expenses or damages arise directly out of or result directly from the conduct of the investigations by Silgan and its Subsidiaries authorized representatives (excluding any costs, expenses or Parent damages to respond to any pre-existing environmental issues that are discovered as a result of such investigations), (4) Silgan will promptly provide the Selling Parties with a copy of results and/or reports resulting from the conduct of any environmental investigations and its Subsidiaries(5) Silgan will notify the Selling Parties as soon as practicable if any condition is discovered during the course of any environmental investigations that Silgan believes may, under any Law regulating the protection of human health or the Environment, give rise to an obligation to notify any Governmental Entity. Nothing in this Section 6.05 or elsewhere Notwithstanding anything contained in this Agreement shall be construed or any other Contract between Silgan and any Selling Party, but subject to require Section 9.2, none of the CompanySelling Parties, any of its Subsidiaries, Parent, any of its Subsidiariesthe Subject Companies, or any of their respective Representatives of Affiliates shall have any obligation to make available to Silgan or its representatives, or provide Silgan or its representatives with, any consolidated, combined or unitary Tax Return filed by the Selling Parties or any of their Affiliates or their respective predecessors, or any related material, and nothing herein shall require a Selling Party or a Subject Company to disclose any information to Silgan if such disclosure would, in the foregoing Selling Parties' reasonable discretion (i) cause significant competitive harm to prepare a Selling Party, a Subject Company or one of their Affiliates if the Transactions are not consummated (in which case such information shall be disclosed only to the officers of Silgan holding the position of Senior Vice President or higher, who require such information for purposes of the Transactions and who shall use such information solely for the purpose of the Transactions), (ii) jeopardize any reports, analyses, appraisals, opinions attorney-client or other information legal privilege or (iii) contravene any applicable Laws, fiduciary duty or Contract (including any confidentiality agreement) to allow sampling which a Selling Party or any Affiliate of any environmental media or building componenta Selling Party is a party.

Access; Confidentiality. (a) At all times during During the period commencing with the execution Pre-Closing Period, Seller shall and delivery of this Agreement shall cause its Representatives to, upon reasonable prior notice, give Buyer and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective Time, the Company shall afford Parent, and Parent shall afford the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives its authorized Representatives reasonable access during normal business hourshours to the Contracts, upon reasonable noticeBooks and Records, financial, operating and other information and management and Business Employees of the Business and the offices and other facilities and properties of Seller and its Subsidiaries, in each case to its propertiesthe extent related to the Business, books and records and personnelthe Acquired Assets or the Assumed Liabilities; provided, howeverthat Buyer and its Representatives shall not interfere unreasonably with the business and operations of Seller. Buyer shall not contact or discuss the transactions contemplated by this Agreement with any service provider of Seller or its Subsidiaries or with any customers, that suppliers or other business relations of Seller or its Subsidiaries, in each case, without Seller’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. The terms of the disclosing party may restrict or otherwise prohibit access Confidentiality Agreement shall apply to any documents or information provided to Buyer and its Representatives pursuant to this Section 6.4. Notwithstanding anything to the extent that contrary set forth herein, Seller shall not be required to provide access to, or to disclose information, where such access or disclosure would (ia) jeopardize the attorney-client or other legal privilege of Seller, (b) relate to individual performance or evaluation records, medical histories or other personnel-related information, the disclosure of which would, in Seller’s good faith opinion, subject Seller or any of its Subsidiaries to risk of Liability, (c) contravene any applicable Law requires such party to restrict or otherwise prohibit access to such documents or information or (iid) access give a third party the right to such documents terminate or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair accelerate the rights and remedies available under a Contract to receiving party hereunder. If the Company which Seller or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its SubsidiariesSubsidiaries is a party or otherwise bound, Parent, it being understood that Seller shall take reasonable actions to eliminate any of its Subsidiaries, or any of their respective Representatives of any of the foregoing such impediments to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentproviding such information.

Access; Confidentiality. (a) At all times during the period commencing with the execution Upon reasonable advance written notice, and delivery subject to applicable logistical restrictions or limitations as a result of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective TimeCOVID-19 or any COVID-19 Measures, the Company shall afford Parent, and Parent shall afford the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and ’s representatives reasonable access access, during normal business hours, upon reasonable noticehours between the date of this Agreement and the earlier of the Effective Time and the date of termination of this Agreement, to its properties, the Acquired Companies’ books and records and, during such period, the Company shall furnish promptly to Parent all readily available information concerning its business and personnelshall make available its Representatives as Parent may reasonably request; provided, however, that the disclosing party may restrict Acquired Companies shall not be required to permit any inspection or otherwise prohibit access other access, or to disclose any documents or information to the extent that extent: (i) any applicable Law requires such party to restrict or otherwise prohibit access to such documents or information or disclosure in the reasonable judgment of the Company could: (iia) access to such documents or information would give rise to a waiver result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege, privilege or the attorney work product doctrine doctrine; (d) violate any Law; or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably (e) materially interfere with the conduct of the business Acquired Companies’ business; or (ii) such information is included in the minutes of the meetings of the Board of Directors or its committees and relates to the discussion by the Board of Directors or any applicable committee of the Transactions or any similar transaction between the Company and any other Person (including any presentations or other materials prepared by or for the Board of Directors, whether in connection with a specific meeting, or otherwise relating to such subject matter); and provided further that the Acquired Companies shall use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply. Any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. No investigation pursuant to this Section 6.4(a) shall affect any representation or warranty in this Agreement of any party hereto. All requests for access pursuant to this Section 6.4(a) must be directed to the Chief Financial Officer or the Chief Legal Officer of the Company and its Subsidiaries or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and its Subsidiaries. Nothing Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in this Section 6.05 or elsewhere in this Agreement shall be construed to require connection with the CompanyOffer, any of its Subsidiaries, Parent, any of its Subsidiaries, the Merger or any of their respective Representatives of the other Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentCompany participating.

Access; Confidentiality. (a) At all times during From the period commencing with date hereof to the execution and delivery of this Agreement and continuing until the Closing Date or earlier to occur termination of the termination of this Agreement pursuant to in accordance with Article VIII hereof, and subject to applicable Gaming Laws, Seller and the Merger Effective Time, the Company shall afford ParentAcquired Companies shall, and Parent shall afford the Company, and each of cause their respective financial advisorsRepresentatives to, business consultants(i) afford Purchaser’s Representatives, legal counselupon reasonable prior written notice, accountants and which shall be directed to Seller as set forth in Section 9.1 (or such other agents and representatives officer of Seller designated in writing), reasonable access during normal business hourshours to the officers, upon reasonable noticeemployees, to its agents (including outside accountants and financial advisors), properties, offices and other facilities, books and records of the Acquired Companies and personnel(ii) furnish to Purchaser and its Representatives such financial and operating data and other information as such Persons may reasonably request concerning the Shares (or, following the Conversions, the Purchased Interests), the Business and the operations of the Acquired Companies; provided, however, that (y) Purchaser shall have no right to perform any invasive, subsurface, destructive or physical testing, sampling or other environmental investigation of any properties or facilities owned or operated by the disclosing party Acquired Companies without Seller’s prior written consent (which consent may restrict be withheld in Seller’s sole discretion), and (z) neither Seller nor any of the Acquired Companies shall be required to violate any Order or otherwise prohibit access Law to which Seller or an Acquired Company is subject or to waive any documents privilege which Seller or an Acquired Company may possess in discharging the obligations pursuant to this Section 5.3, provided, however, that the parties shall reasonably cooperate in seeking to find a way to allow disclosure of such information to the extent that (i) any applicable Law requires doing so would not be reasonably likely to cause such party privilege to restrict or otherwise prohibit access be undermined with respect to such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant . Prior to the access contemplated by this Section 6.05 Closing, without the prior written consent of Seller, Purchaser shall affect not contact any suppliers to, or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If customers of, the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, (except to the extent possiblesuch communications are limited to suppliers and customers of Purchaser or its Affiliates, and then only to the extent relating to such supplier’s or customer’s business with Purchaser or its Affiliates). Any investigation conducted Purchaser and its Representatives shall conduct their investigations pursuant to the access contemplated by this Section 6.05 shall be conducted provision in such a manner that does so as not to unreasonably interfere with the conduct normal operations of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentBusiness.

Access; Confidentiality. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier Subject to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective Timeany restrictions under applicable law, the Company shall afford continue to give (and shall cause each of its Subsidiaries to give) the officers, employees, accountants, counsel, financing sources and other representatives of Parent, and Parent shall afford the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access for reasonable purposes in light of the transactions contemplated by this Agreement, during normal business hours, upon reasonable notice, hours during the period prior to the Closing Date to all its properties, books books, contracts, commitments and records and, during such period, the Company shall (and personnelshall cause each of its Subsidiaries to) furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document publicly filed or received by it during such period pursuant to the requirements of federal securities laws and (ii) information regarding any material business development of the Company or any Subsidiary and all other information concerning its business, properties and personnel as Parent may reasonably request; providedPROVIDED, howeverHOWEVER, that the disclosing party may restrict Company shall not be required to waive any legal privilege by virtue of this Section 6.5. The Company shall use its reasonable best efforts to enter into an appropriate agreements with Parent to allow for disclosures under this Section 6.5(a) without waiving or otherwise prohibit relinquishing any applicable privileges. During this period, the Company will also consult with Parent on all matters outside the ordinary course of business relating to the Company's business and strategy. The Company expressly agrees that from the date hereof until the Closing Date, the Company will provide Parent and Merger Subsidiary with all documents, materials and information in the Company's possession or control pertaining to environmental matters concerning any current or previous Company owned, leased or operated property, facility, or business including compliance with and responsibility or liability under, any Environmental Laws or related to Hazardous Substances. The Company grants access to Parent to any documents of its currently owned, leased or operated properties, for environmental investigation, including invasive testing if reasonably warranted and recommended by a qualified consultant at the conclusion of a Phase I Environmental Audit; PROVIDED, HOWEVER, that Parent provide a written work plan for Company's prior review and approval for any such invasive work. Unless otherwise required by law and until the Closing Date, Parent and Merger Subsidiary shall hold any such information to the extent that (i) any applicable Law requires which is non-public information in confidence and shall not use such party to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or informationexcept in accordance with, and provided furthershall otherwise abide by, that no information or knowledge obtained by the receiving party in any provisions of the Confidentiality Agreement. No investigation conducted pursuant to the access contemplated by this Section 6.05 6.5(a) shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If made by the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componenthereunder.

Access; Confidentiality. (a) At all times during the period commencing with the execution Upon reasonable notice, and delivery of this Agreement except as may otherwise be required by applicable law, Hercules shall (and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective Time, shall cause the Company shall and its Subsidiaries to) afford ParentPurchaser's directors, and Parent shall afford the Companyofficers, and each of their respective financial advisorsemployees, business consultants, legal counsel, accountants and other agents and authorized representatives reasonable access access, during normal business hours, upon reasonable noticehours throughout the period prior to the Closing, to its the properties, books books, Contracts and records of the Company and, during such period, shall (and personnel; providedshall cause the Company and its Subsidiaries to) furnish promptly to Purchaser all information concerning the business, howeverproperties and personnel of the Company as may reasonably be requested, that the disclosing party may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires such party to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty made by Sellers, and provided, further, that the foregoing shall not require Hercules or the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of Hercules would result in the disclosure of any trade secrets of third parties or violate any of its or the Company's obligations with respect to confidentiality. All requests for information made pursuant to this Section shall be directed to an executive officer of Hercules or such Person as may be designated by its executive officers, as the case may be. Any information regarding the Company heretofore or hereafter obtained by Purchaser or its representatives from either Hercules or the Company shall be subject to the terms of the disclosing party set forth Confidentiality Agreement, and such information shall be held by Purchaser and its representatives in accordance with the terms of the Confidentiality Agreement. Purchaser agrees to comply, and to ensure that its representatives comply, with all reasonable restrictions imposed upon Purchaser by Hercules or the Company in connection with the access provided pursuant hereto and, in the event this Agreement is terminated, will indemnify and hold harmless the Sellers for Losses and Expenses arising as a direct result of any act or otherwise impair the rights and remedies available to receiving party hereunder. If omission by Hercules, the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reportsCompany's Subsidiaries taken or not taken, analysesas the case may be, appraisals, opinions at the direction of Purchaser or other information or to allow sampling of any environmental media or building componentits representatives.

Access; Confidentiality. (a) At From the date hereof to the Closing, each Parent will allow all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur designated Representatives of the termination of this Agreement pursuant to Article VIII and the Merger Effective Time, the Company shall afford Parent, and Parent shall afford the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives Parents access at reasonable access during normal business hours, times upon reasonable noticenotice and in a manner as will not adversely impact the conduct of the respective businesses of such Parent to the personnel, to its records, files, correspondence, audits and properties, books as well as to all information relating to commitments, contracts, titles and records and personnelfinancial position, or otherwise pertaining to the Business of such Parent’s Group; provided, however, that the disclosing party may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires such party to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall 5.06(a) will affect or be deemed to modify any representation or warranty given by such Parent hereunder, and provided, further, that notwithstanding the provision of information by such Parent or its Affiliates or Representatives or investigation by the disclosing party other Parties or their Representatives, such Parent will not be deemed to make any representation or warranty except as expressly set forth in this Agreement or otherwise impair Agreement. Notwithstanding the rights and remedies available foregoing, (i) no Parent will be required to receiving party hereunder. If the Company or Parent does provide any information which it reasonably believes it may not provide access or to another Parent by reason of applicable Law, which such Parent reasonably believes constitutes information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including protected by providing such information in redacted form as necessary to preserve such a attorney/client privilege or comply which it is required to keep confidential by reason of Contracts with third parties, (ii) no Parent will be required to provide any records, writings or other materials of the Contributing Parties relating to or including (A) any personnel files, (B) performance review materials or any information that relates to an employee’s participation in bonus plans or similar incentive compensation arrangements, (C) medical records, hiring records, affirmative action plans or workers compensation files, or (D) that are otherwise subject to restrictions on transfer pursuant to applicable Laws regarding personally identifiable information or subject to privacy policies regarding personally identifiable information or with respect to which transfer would require any Governmental Approval under applicable Law, and (iii) no Parent will be required to provide access to any of its Group’s properties, without such Law Parent’s written consent, not to be unreasonably withheld, conditioned or delayed, except as otherwise contemplated by Section 5.07 of this Agreement. The applicable Parent will make reasonable and appropriate substitute disclosure arrangementsarrangements under circumstances in which the restrictions of the preceding sentence apply. Each Parent agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 5.06 for any purpose unrelated to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct consummation of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentContemplated Transactions.

Access; Confidentiality. (a) At all times during From the period commencing with the execution and delivery date of this Agreement through the Closing Date, First Home or Sovereign, as the case may be, shall afford to, and continuing until the earlier shall cause each First Home Subsidiary or Sovereign Subsidiary to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective Timeafford to, the Company shall afford Parentother party and its authorized agents and representatives, and Parent shall afford the Company, and each of complete access to their respective financial advisorsproperties, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to its propertiesassets, books and records and personnel, at reasonable hours and after reasonable notice; providedand the officers of First Home and Sovereign will furnish any person making such investigation on behalf of the other party with such financial and operating data and other information with respect to the businesses, properties, assets, books and records and personnel as the person making such investigation shall from time to time reasonably request. (b) First Home and Sovereign each agree to conduct such investigation and discussions hereunder in a manner so as not to interfere unreasonably with normal operations and customer and employee relationships of the other party. (c) In addition to the access permitted by subparagraph (a) above, from the date of this Agreement through the Closing Date, First Home shall permit employees of Sovereign reasonable access to and participation in matters relating to problem loans, loan restructurings and loan work-outs of First Home and the First Home Subsidiaries, provided that nothing contained in this subparagraph shall be construed to grant Sovereign or any Sovereign employee any final decision-making authority with respect to such matters. Sovereign shall have the right, however, that the disclosing at Sovereign's expense, to cause First Home or any First Home Subsidiary to obtain an appraisal by an independent third party may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires experienced in such party to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or informationmatters, and provided furthermutually satisfactory to Sovereign and First Home, that no information of the assets or knowledge obtained property securing any loan made by First Home or any First Home Subsidiary, with a principal balance of $500,000 or more. (d) If the receiving party in any investigation conducted pursuant to the access transactions contemplated by this Section 6.05 Agreement shall affect not be consummated, First Home and Sovereign will each destroy or be deemed to modify any representation return all documents and records obtained from the other party or warranty its representatives, during the course of the disclosing party set forth in this Agreement or otherwise impair the rights its investigation and remedies available to receiving party hereunder. If the Company or Parent does not provide access or will cause all information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information with respect to the other party in a way that would not violate the applicable Law obtained pursuant to this Agreement or obligation or preliminarily thereto to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangementsbe kept confidential, except to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct such information becomes public through no fault of the business of party to whom the Company and its Subsidiaries information was provided or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, representatives or any of their respective Representatives agents and except to the extent disclosure of any of such information is legally required. First Home and Sovereign shall each give prompt notice to the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling party of any environmental media or building component.contemplated disclosure where such disclosure is so legally required. A-26

Access; Confidentiality. (a) At all times during From the period commencing with the execution and delivery of this Agreement and continuing date hereof until the earlier to occur of the termination of Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Article VIII and Section 9.1, to the Merger Effective Timeextent permitted by applicable Law, the Company shall afford Parentshall, and shall cause each Company Subsidiary to, afford to Parent shall afford the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives Parent’s Representatives reasonable access during normal business hours, hours and upon reasonable noticeadvance notice to the Company’s and the Company Subsidiaries’ offices, to its properties, Contracts, personnel, books and records (so long as any such access does not unreasonably interfere with the Company’s business) and, during such period, the Company shall, and personnel; shall cause each Company Subsidiary to, furnish as promptly as practicable to Parent all information (financial or otherwise) concerning its business, properties, offices, Contracts and personnel as Parent may reasonably request (including information for purposes of transition and integration planning or possible divestitures of assets or businesses). Notwithstanding the foregoing, the Company shall not be required by this Section 7.1 to provide Parent or Parent’s Representatives with access to or to disclose information (i) that is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a third party entered into prior to the date hereof (provided, however, that the disclosing party may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires such party to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilegethat, work product doctrine or other applicable privilege applicable to such documents or informationat Parent’s written request, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate obtain the applicable information required consent of such third party to the other party in a way that would not violate the applicable Law such access or obligation or disclosure or, if unable to waive such a privilege including by providing such information in redacted form as necessary do so, to preserve such a privilege or comply with such Law or otherwise make appropriate substitute arrangements to permit reasonable access or disclosure arrangementsnot in violation of such consent requirement), (ii) the disclosure of which, in the reasonable good faith judgment of the Company, would violate applicable Law (provided, however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) or (iii) the disclosure of which, in the reasonable good faith judgment of the Company, would cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such disclosure to the maximum extent that does not jeopardize such attorney-client, attorney work product or other legal privilege); provided, however, that such access and information shall be disclosed or granted, as applicable, to counsel for Parent to the extent possiblereasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. Any investigation conducted pursuant Parent and the Company will cooperate to minimize to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with extent reasonably practicable any unnecessary disruption to the conduct businesses of the business Company and the Company Subsidiaries that may result from the requests for access, data and information hereunder. Without limiting the foregoing, the Company also agrees to provide reasonable cooperation prior to the Closing to Parent in the event Parent desires to divest any businesses or assets of the Company in the event the Closing occurs, and, notwithstanding anything in the Confidentiality Agreement to the contrary, the Company will, at Parent’s request, permit potential purchasers of such assets or businesses (and their representatives) to receive information about such assets or businesses so long as they are or become subject to customary non-disclosure agreements; provided that (i) any such transaction is conditioned upon and shall not be completed until, the consummation of the Merger; and (ii) that Parent shall reimburse the Company and its Subsidiaries or Parent for their reasonable and its Subsidiaries. Nothing documented out-of-pocket expenses incurred in this Section 6.05 or elsewhere in this Agreement shall be construed to require connection with the Company, any negotiation of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componenteach such agreement.

Access; Confidentiality. (a) At all times during From the period commencing with the execution and delivery of this Agreement and continuing date hereof until the earlier to occur of the termination of Closing or the date, if any, on which this Agreement is validly terminated pursuant to Article VIII and Subsection 11.1, to the Merger Effective Timeextent permitted by applicable Law, the Company shall afford Parentshall, and Parent shall afford the Company, and cause each of their respective financial advisorsits Subsidiaries to, business consultants, legal counsel, accountants afford to PNG and other agents and its representatives reasonable access during normal business hours, hours and upon reasonable noticeadvance notice to the Company’s and its Subsidiaries’ offices, to its properties, contracts, personnel, books and records (so long as any such access does not unreasonably interfere with the Company’s business), and personnel; during such period, the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to furnish as promptly as practicable to PNG all information (financial or otherwise) concerning its business, properties, offices, contracts and personnel as PNG may reasonably request (including information for purposes of transition and integration planning). Notwithstanding the foregoing, the Company shall not be required by this Subsection 5.3 to provide PNG or its representatives with access to or to disclose information (i) that is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a third party entered into prior to the date hereof or after the date hereof in the ordinary course of business (provided, however, that, at PNG’s written request, the Company shall use its commercially reasonable efforts (x) to obtain the required consent of such third party to such access or disclosure or (y) to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (ii) the disclosure of which, in the reasonable good faith judgment of the Company, would violate applicable Law (provided, however, that the disclosing party may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires such party to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute arrangements to permit reasonable disclosure arrangementsnot in violation of such Law) or (iii) the disclosure of which, in the reasonable good faith judgment of the Company, would cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such access or disclosure to the maximum extent that such access or disclosure would not jeopardize attorney-client, attorney work product or other legal privilege). Notwithstanding anything to the contrary in this Section 5.3, PNG acknowledges and agrees that, prior to the public announcement of the transactions contemplated by this Agreement, the Company in its sole and absolute discretion may limit the access of PNG only to the extent possible. Any investigation conducted pursuant necessary to maintain the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct confidentiality of the business Transaction Agreements and the transactions contemplated thereby from Company personnel that are not aware of the Company Transaction Agreements and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componenttransactions contemplated thereby.

Access; Confidentiality. (a) At all times during From the period commencing with the execution and delivery of this Agreement and continuing date hereof until the earlier Effective Time, upon reasonable notice and subject to occur the terms of the termination Confidentiality Agreement, dated as of this Agreement pursuant to Article VIII September 20, 2002, between Parent and the Company, as amended (the "Confidentiality Agreement"), the Company shall (and shall cause each Company Subsidiary to), upon reasonable prior notice, afford the officers, employees, accountants, counsel, financing sources and other representatives of Parent and Merger Sub, reasonable access during normal business hours to all of its employees, properties, books, contracts, commitments and records (including but not limited to Tax Returns). Without limitation as to the foregoing, until the Effective Time, the Company shall (and shall cause each Company Subsidiary to) afford Parent, Merger Sub and their respective representatives such access to any site located on Real Property as may be requested by Parent or Merger Sub for the purpose of conducting Phase I and/or Phase II environmental assessments. Parent shall afford indemnify and hold harmless the Company, the Company Subsidiaries and their respective officers, directors, employees and agents from and against any damage to persons or property occurring in the course of performing any such Phase I and/or Phase II environmental assessment and shall return the Real Property to the same condition as it was in prior to the commencement of the Phase I and/or Phase II environmental assessment. During the period from the date hereof until the Effective Time, the Company shall (and shall cause each of the Company Subsidiaries to) furnish promptly to Parent and Merger Sub (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws or provided to or received from any security holders of the Company and (b) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request. All obligations of Parent and its representatives under the Confidentiality Agreement shall terminate at the Effective Time. Notwithstanding the foregoing, the parties (and each employee, representative, or other agent of their respective financial advisorsthe parties) may disclose to any and all persons, business consultantswithout limitation of any kind, legal counselthe U.S. federal income tax treatment and any facts that may be relevant to understanding the tax treatment of the transactions contemplated by this Agreement beginning on the earliest of (i) the date of the public announcement of discussions relating to the transaction, accountants and other agents and representatives reasonable access during normal business hours(ii) the date of public announcement of the transaction, upon reasonable noticeor (iii) the date of the execution of this Agreement, to its properties, books and records and personnel; provided, however, that no party (nor any employee, representative or other agent thereof) may disclose any other information that is not relevant to understanding the disclosing tax treatment and tax structure of the transaction (including the identity of any party may restrict and any information that could lead another to determine the identity of any party), or otherwise prohibit access to any documents or other information to the extent that (i) such disclosure could reasonably result in a violation of any applicable Law requires such party to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentsecurities law.

Access; Confidentiality. (a) At all times during To the period commencing with the execution extent applicable, CPA18 and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective Time, the Company shall afford ParentW. P. Carey agree that upon reasonable notice, and Parent except as may otherwise be required or restricted by applicable Law, each shall (and shall cause its Subsidiaries to) afford the Companyother's officers, and each of their respective financial advisorsemployees, business consultants, legal counsel, accountants and other agents and representatives authorized representatives, reasonable access access, during normal business hourshours throughout the period prior to the Effective Time, upon reasonable notice, to its executive officers and to its properties, books books, contracts and records and, during such period, each shall (and personnel; providedeach shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, howeverproperties, that the disclosing party personnel and litigation claims as may restrict or otherwise prohibit access to any documents or information reasonably be requested but only to the extent that (i) any applicable Law requires such party to restrict access does not unreasonably interfere with the business or otherwise prohibit access to operations of such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and party; provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 4.11 shall affect or be deemed to modify any representation or warranty made in this Agreement; provided, further, that the parties hereto shall not be required to provide information (i) in breach of applicable Law or (ii) that is subject to confidentiality obligations. Unless otherwise required by Law, the parties shall hold all information of the disclosing other party which is confidential and is reasonably identified as such or should reasonably be known to be confidential in confidence until such time as such information otherwise becomes publicly available through no wrongful act of the receiving party. If this Agreement is terminated for any reason, each party shall promptly return to such other party or destroy, providing reasonable evidence of such destruction, all such confidential information obtained from any other party, and any copies made of (and other extrapolations from or work product or analyses based on) such documents. Notwithstanding anything set forth in this Agreement to the contrary, from and after the date hereof until the consummation of the transactions contemplated hereunder or the earlier termination of this Agreement, W. P. Carey and its Affiliates shall be permitted to, in their capacity as the external advisor to CPA18 and the CPA18 Subsidiaries, share, furnish or otherwise impair provide non-public information or data concerning the rights and remedies available to receiving party hereunder. If Sale Properties; provided that W. P. Carey shall keep the Company or Parent does not provide access or information in reliance on CPA18 Special Committee reasonably well informed regarding the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct status of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives potential sales of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentSale Properties.

Access; Confidentiality. (a) At all times Subject to applicable Law and Governmental Orders, Seller shall, and shall cause each of the Acquired Companies to, during the period commencing with from and after the execution and delivery of this Agreement and continuing date hereof until the earlier to occur of the termination of this Agreement pursuant to Article VIII Closing, upon reasonable advance notice, (i) afford Purchaser and the Merger Effective Timeits authorized directors, the Company shall afford Parentofficers, and Parent shall afford the Companyemployees, and each of their respective financial advisorsaccountants, business consultants, legal counsel, accountants financing sources and other agents lenders, investment bankers and representatives consultants (collectively, “Representatives”) reasonable access access, during normal business hours, upon reasonable noticein the presence of at least one (1) Representative of Seller, to its all officers, employees, properties, books and records (with respect to U.S. Tax books and personnelrecords, only to the extent solely and directly related to the Acquired Companies), Contracts and other documents of the Acquired Companies, (ii) furnish to Purchaser such financial and operating data and other information relating to the Acquired Companies as Purchaser may reasonably request (including such accounting and auditing information as may be necessary to prepare financial statements), and (iii) instruct the appropriate Acquired Company employees to cooperate reasonably with Purchaser and its Representatives in connection with the foregoing; provided, however, that that, in each case, such access, furnishing of information and cooperation shall not (w) unreasonably disrupt any Acquired Company’s operations, (x) require any Acquired Company to permit any inspection or to disclose any information that, in the disclosing party may restrict or otherwise prohibit access to any documents or information to reasonable judgment of such Acquired Company, would result in the extent that (i) any applicable Law requires such party to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver disclosure of any attorney-client privilege, work product doctrine trade secrets or other applicable privilege applicable violate any of its obligations to third parties with respect to confidentiality (so long as the Seller notifies Purchaser of such documents or information, confidentiality requirement and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use used its commercially reasonable efforts to communicate obtain a waiver thereof or agree to alternative means of disclosure), (y) require any Acquired Company to disclose any attorney-client privileged information of any Acquired Company (so long as the applicable information Seller has used commercially reasonable efforts to the other party in a way that would not violate the applicable Law or obligation or agree to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct alternative means of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiariesdisclosure), or (z) include any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building component.materials or (z) require Seller or any of its Affiliates (including the Acquired Companies) to disclose any proprietary information of or regarding Seller or its Affiliates (excluding the Acquired Companies). All requests for information made pursuant to this Section 5.4(a) shall be directed to such Persons designated by Seller in writing from time to time. All such information shall be governed by the terms of the Confidentiality Agreement. Purchaser shall not, and shall cause its Representatives not to, use any information obtained pursuant to this Section 5.4(a) (as well as any other confidential information provided to Purchaser or any of its Representatives by or on behalf of Parent, Seller or any Acquired Company prior to the date hereof) for any purpose unrelated to the transactions contemplated by this Agreement. . 38

Access; Confidentiality. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII IX and the Merger Effective Acceptance Time, the Company shall afford Parent, Parent and Parent shall afford the Company, and each of their respective its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to its the properties, books and records and personnelpersonnel of the Company; provided, however, that the disclosing party Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires such party the Company to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, ,; and provided further, that no information or knowledge obtained by the receiving party Parent in any investigation conducted pursuant to the access contemplated by this Section 6.05 7.8 shall affect or be deemed to modify any representation or warranty of the disclosing party Company set forth in this Agreement or otherwise impair the rights and remedies available to receiving party Parent and Acquisition Sub hereunder. If In the event that the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable best efforts to communicate the applicable information to the other party Parent in a way that would not violate the applicable Law Law, Contract or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 7.8 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or Parent and create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing. Nothing in this Section 6.05 7.8 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, Subsidiaries or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentinformation.

Access; Confidentiality. (a) At By executing this Agreement, each Member expressly agrees, at all times during the period commencing term of the Company and thereafter and whether or not at the time a Member of the Company (i) not to issue any press release or advertisement or take any similar action concerning the Company's business or affairs without first obtaining a Member Consent which shall not be unreasonably withheld, (ii) not to publicize detailed financial information concerning the Company and (iii) not to disclose the Company's affairs generally without using reasonable efforts to consult with the execution and delivery of this Agreement and continuing until the earlier other Members prior to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective Time, the Company shall afford Parent, and Parent shall afford the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to its properties, books and records and personnelsuch disclosure; provided, however, that the foregoing shall not restrict any Member from disclosing information concerning such Member's investment in the Company to its officers, directors, employees, agents, legal counsel, accountants, other professional advisors, limited partners, members and Affiliates, or to prospective or existing investors of such Member or its Affiliates or to prospective or existing lenders to such Member or its Affiliates. The provisions of this Section shall survive the termination of the Company. Notwithstanding anything to the contrary provided elsewhere herein, (i) any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may restrict or otherwise prohibit access disclose to any documents and all Persons, without limitation of any kind, (x) the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure (however, any such information relating to the tax treatment or tax structure is required to be kept confidential to the extent necessary to comply with any applicable federal or state securities law) or (y) any other information to the extent that (i) any necessary to comply with applicable Law requires such party to restrict federal or otherwise prohibit access to such documents state securities laws or information or in connection with the required accounting for a Member's Interest in the Company under generally accepted accounting principles, (ii) access the Members shall cause the Company to such documents or information would give rise issue a press release in a form to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained be approved by the receiving party Members upon the full execution of the Purchase Agreement and following the Acquisition Closing Date, (iii) COP, RFR Holdings LLC or its Affiliates may disclose in any investigation conducted pursuant form and for any purpose (including but not limited to marketing or promotional materials) that they have "originated and acted as an advisor and participant" in the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty acquisition of the disclosing party set forth in this Agreement or otherwise impair Portfolio; provided that, without the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct consent of the business Tanger Member, none of the Company and its Subsidiaries COP, RFR Holdings LLC or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, Affiliate shall be entitled to use or mention the name of the Tanger Member or any of its SubsidiariesAffiliate in any such disclosure and (iv) Compass Advisers, LLC or its Affiliates may disclose in any form and for any purpose (including but not limited to marketing or promotional materials) that they have acted as an advisor to the Tanger Member and its Affiliates in the acquisition of the Portfolio; provided that, without the consent of the Blackstone Member, Compass Advisers, LLP or its Affiliates shall not be entitled to use or mention the name of the Blackstone Member or any of their respective Representatives its Affiliate in any such disclosure. The provisions of any this Section 10.5 shall survive the termination of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentCompany.

Access; Confidentiality. (a) At all times during Subject to the period commencing with the execution terms and delivery conditions of this Agreement Agreement, applicable Law and continuing until the earlier to occur terms of the termination of this Agreement pursuant Confidentiality Agreement, Seller shall cause the Companies prior to Article VIII the Closing to (i) give Purchaser and the Merger Effective Timeits authorized representatives, the Company shall afford Parent, upon reasonable advance notice and Parent shall afford the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal regular business hours, reasonable access to all Collective Bargaining Agreements, all distribution Contracts, including those entered into between the Companies and I/O Distributors, documentation surrounding pending litigation, books, records, personnel and personnel records, officers and other facilities and properties of the Companies and the Companies’ Subsidiaries (for purposes of coordinating post-Closing transfer of such items, transition planning and other matters), (ii) permit Purchaser to make such copies and inspections thereof, upon reasonable noticeadvance notice and during regular business hours, as Purchaser may reasonably request, and (iii) cause the officers of the Companies and the Companies’ Subsidiaries to its properties, books furnish Purchaser with such unaudited financial and records operating data and personnelother information that relates to the business and properties of the Business as is regularly prepared in the ordinary course that Purchaser may from time to time reasonably request; provided, however, that any such access shall be conducted at Purchaser’s expense, at a reasonable time, under the disclosing supervision of Seller’s or the Companies’ personnel, shall not include sampling of building materials or environmental media without the prior written consent of Seller and shall be conducted in such a manner as to maintain the confidentiality of this Agreement and the Closing Transactions and not to interfere with the normal operations of the business of Seller or the Companies. The Parties shall take all actions necessary to permit access by Purchaser and its representatives under this Section 6.2(a) unless such access would reasonably be expected to result in (A) disclosure of competitively sensitive information to Purchaser or any of its representatives in a manner that would reasonably be expected to result in competitive harm to Seller or any of its Affiliates if the Closing were not to occur, (B) the disclosure of any trade secrets of third parties or a violation of any of the obligations of the Companies or the Companies’ Affiliates with respect to confidentiality (provided that the Seller shall use its reasonable efforts (which shall not require the payment of any money or the incurrence of any Liability) to obtain the consent of such third party may restrict to such inspection or otherwise prohibit disclosure), or (C) the loss of attorney-client privilege with respect to such information (provided that Seller will limit access to any documents or information the minimum extent required to maintain such privilege). By way of example and not limitation, Seller and its Affiliates shall provide access to Collective Bargaining Agreements, distribution Contracts, including those entered into between the Companies and I/O Distributors, and I/O Distributor and other wage/hour litigation to the fullest extent that (i) any applicable Law requires such party to restrict or otherwise prohibit possible and, if access to such documents or information or (ii) access is required to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted be limited pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the immediately preceding sentence, it Seller and its Affiliates shall use its commercially used their reasonable best efforts to communicate the applicable information limit such access to the other party in a way that would not violate least extent possible to comply the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentimmediately preceding sentence.

Access; Confidentiality. (a) At all times during From the period commencing with the execution and delivery of this Agreement and continuing date hereof until the earlier Effective Time, upon reasonable notice and subject to occur the terms of the termination Confidential- ity Agreement, dated as of this Agreement pursuant to Article VIII September 20, 2002, between Parent and the Company, as amended (the "CONFIDENTIALITY AGREEMENT"), the Company shall (and shall cause each Company Subsidiary to), upon reasonable prior notice, afford the officers, employees, accountants, counsel, financing sources and other representatives of Parent and Merger Sub, reasonable access during normal business hours to all of its employees, properties, books, contracts, commitments and records (including but not limited to Tax Returns). Without limitation as to the foregoing, until the Effective Time, the Company shall (and shall cause each Company Subsidiary to) afford Parent, Merger Sub and their respective representatives such access to any site located on Real Property as may be requested by Parent or Merger Sub for the purpose of conducting Phase I and/or Phase II environmental assessments. Parent shall afford indemnify and hold harmless the Company, the Company Subsidiaries and their respective officers, directors, employees and agents from and against any damage to persons or property occurring in the course of performing any such Phase I and/or Phase II environmental assessment and shall return the Real Property to the same condition as it was in prior to the commencement of the Phase I and/or Phase II environmental assessment. During the period from the date hereof until the Effective Time, the Company shall (and shall cause each of the Company Subsidiaries to) furnish promptly to Parent and Merger Sub (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws or provided to or received from any security holders of the Company and (b) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request. All obligations of Parent and its representatives under the Confidentiality Agreement shall terminate at the Effective Time. Notwithstanding the foregoing, the parties (and each employee, representative, or other agent of their respective financial advisorsthe parties) may disclose to any and all persons, business consultantswithout limitation of any kind, legal counselthe U.S. federal income tax treatment and any facts that may be relevant to understanding the tax treatment of the transactions contemplated by this Agreement beginning on the earliest of (i) the date of the public announcement of discussions relating to the transaction, accountants and other agents and representatives reasonable access during normal business hours(ii) the date of public announcement of the transaction, upon reasonable noticeor (iii) the date of the execution of this Agreement, to its propertiesPROVIDED, books and records and personnel; provided, howeverHOWEVER, that no party (nor any employee, representative or other agent thereof) may disclose any other information that is not relevant to understanding the disclosing tax treatment and tax structure of the transaction (including the identity of any party may restrict and any information that could lead another to determine the identity of any party), or otherwise prohibit access to any documents or other information to the extent that (i) such disclosure could reasonably result in a violation of any applicable Law requires such party to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentsecurities law.

Access; Confidentiality. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII IX and the Merger Effective Time, the Company shall afford Parent, Parent and Parent shall afford the Company, and each of their respective its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to its the properties, books and records and personnelpersonnel of the Company; provided, however, that the disclosing party Company may (i) restrict or otherwise prohibit access to any documents or information to the extent that (iA) any applicable Law requires such party the Company to restrict or otherwise prohibit access to such documents or information or (iiB) access to such documents or information would give rise to a waiver material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (ii) redact any such documents if (A) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party or (B) if access to a Contract to which the Company or any its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a third party the right to terminate, such Contract; and provided further, that no information or knowledge obtained by the receiving party Parent in any investigation conducted pursuant to the access contemplated by this Section 6.05 7.8 shall affect or be deemed to modify any representation or warranty of the disclosing party Company set forth in this Agreement or otherwise impair the rights and remedies available to receiving party Parent and Acquisition Sub hereunder. If In the event that the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable best efforts to communicate the applicable information to the other party Parent in a way that would not violate the applicable Law Law, Contract or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, arrangements to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 7.8 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or Parent and create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing. Nothing in this Section 6.05 7.8 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, Subsidiaries or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentinformation.

Access; Confidentiality. (a) At all times during the period commencing with the execution Upon reasonable advance written notice, and delivery subject to applicable logistical restrictions or limitations as a result of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective TimeCOVID-19 or any COVID-19 Measures, the Company shall afford Parent, and Parent shall afford the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and ’s representatives reasonable access access, during normal business hours, upon reasonable noticehours between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreement, to its properties, the Acquired Companies’ books and records and, during such period, the Company shall furnish promptly to Parent all readily available information concerning its business as Parent may reasonably request in such manner as not to unreasonably interfere with the normal operation of the business of the Acquired Companies, and personnelsolely at Parent’s expense; provided, however, that the disclosing party may restrict Acquired Companies shall not be required to permit any inspection or otherwise prohibit access other access, or to disclose any documents or information to the extent that extent: (i) such disclosure in the reasonable judgment of the Company could: (a) result in the disclosure of any applicable Law requires such party trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to restrict confidentiality, non-disclosure or otherwise prohibit access privacy; (c) jeopardize protections afforded to such documents any of the Acquired Companies under the attorney-client privilege or information the attorney work product doctrine; or (d) violate any Law; or (ii) access such information is included in the minutes of the meetings of the Board of Directors or its committees and relates to the discussion by the Board of Directors or any applicable committee of the Transactions or any similar transaction between the Company and any other Person (including any presentations or other materials prepared by or for the Board of Directors, whether in connection with a specific meeting, or otherwise relating to such documents or information would give rise to a waiver of any attorney-client privilegesubject matter); provided further that, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it Acquired Companies shall use its commercially reasonable best efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, arrangements under circumstances in which such restrictions apply. All requests for access pursuant to this Section 6.4(a) must be directed to the extent possible. Any investigation conducted pursuant to Chief Financial Officer or the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business General Counsel of the Company and its Subsidiaries or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and its Subsidiaries. Nothing Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in this Section 6.05 or elsewhere in this Agreement shall be construed to require connection with the CompanyOffer, any of its Subsidiaries, Parent, any of its Subsidiaries, the Merger or any of their respective Representatives of the other Transactions without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentCompany participating.

Access; Confidentiality. (a) At From the date hereof to the Closing, each Parent will allow all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur designated Representatives of the termination of this Agreement pursuant to Article VIII and the Merger Effective Time, the Company shall afford Parent, and Parent shall afford the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives Parents access at reasonable access during normal business hours, times upon reasonable noticenotice and in a manner as will not adversely impact the conduct of the respective businesses of such Parent to the personnel, to its records, files, correspondence, audits and properties, books as well as to all information relating to commitments, contracts, titles and records and personnelfinancial position, or otherwise pertaining to the Business of such Parent’s Group; provided, however, that the disclosing party may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires such party to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall 5.06(a) will affect or be deemed to modify any representation or warranty given by such Parent hereunder, and provided, further, that notwithstanding the provision of information by such Parent or its Affiliates or Representatives or investigation by the disclosing party other Parties or their Representatives, such Parent will not be deemed to make any representation or warranty except as expressly set forth in this Agreement or otherwise impair Agreement. Notwithstanding the rights and remedies available foregoing, (i) no Parent will be required to receiving party hereunder. If the Company or Parent does provide any information which it reasonably believes it may not provide access or to another Parent by reason of applicable Law, which such Parent reasonably believes constitutes information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including protected by providing such information in redacted form as necessary to preserve such a attorney/client privilege or comply which it is required to keep confidential by reason of Contracts with third parties, (ii) no Parent will be required to provide any records, writings or other materials of the Contributing Parties relating to or including (A) any personnel files, (B) performance review materials or any information that relates to an employee’s participation in bonus plans or similar incentive compensation arrangements, (C) medical records, hiring records, affirmative action plans or workers compensation files, or (D) that are otherwise subject to restrictions on transfer pursuant to applicable Laws regarding personally identifiable information or subject to privacy policies regarding personally identifiable information or with respect to which transfer would require any Governmental Approval under applicable Law, and (iii) no Parent will be required to provide access to any of its Group’s properties, without - 38 - such Law Parent’s written consent, not to be unreasonably withheld, conditioned or delayed, except as otherwise contemplated by Section 5.07 of this Agreement. The applicable Parent will make reasonable and appropriate substitute disclosure arrangementsarrangements under circumstances in which the restrictions of the preceding sentence apply. Each Parent agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 5.06 for any purpose unrelated to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct consummation of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentContemplated Transactions.

Access; Confidentiality. (a) At all times during Subject to the period commencing with the execution and delivery of this Confidentiality Agreement and continuing until applicable Law relating to the sharing of information, the Company agrees to provide Parent and its Representatives, from time to time prior to the earlier to occur of the Effective Time or the termination of this Agreement pursuant to in accordance with Article VIII and the Merger Effective Time‎VIII, the Company shall afford Parent, and Parent shall afford the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, hours and upon reasonable notice, prior notice to its the Company in connection with the Transactions and the Financing to (a) the Company’s properties, books books, financial reporting, tax returns, Contracts, personnel and records and personnel; (b) such other information as Parent may reasonably request with respect to the Company and its business, assets, liabilities, financial condition and operations, provided, however, that nothing in this Agreement shall require the disclosing party may restrict Company or otherwise prohibit access any of its Subsidiaries to any documents or information to the extent that (i) any applicable Law requires provide such party access at times or in a manner that the Company’s Representatives reasonably believe is likely to restrict disrupt the ordinary course operations of the businesses of the Company or otherwise prohibit access to such documents or information its Subsidiaries or (ii) access disclose any information to such documents Parent or information would give rise its Representatives that is reasonably likely to cause a waiver violation of any Contract to which the Company or any of its Subsidiaries is a party, is reasonably likely to cause a risk of a loss of attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access any of its Subsidiaries or that is competitively sensitive information in reliance on (provided that the preceding sentence, it Company shall use its commercially reasonable best efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive allow for such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere result in such a violation of a Contract, the loss of attorney-client privilege or sharing of competitively sensitive information with the conduct of the business of the Company and its Subsidiaries or individuals that would not be permitted under applicable Law); provided, further, that Parent and its SubsidiariesRepresentatives shall not have the right to perform any invasive or subsurface investigations of any Site. Nothing in this Section 6.05 or elsewhere in this Agreement Parent shall be construed and shall cause Parent’s Affiliates and Representatives to require keep confidential any non-public information received from the Company, any of its SubsidiariesAffiliates or Representatives, Parentdirectly NAI-1507512591v13 or indirectly, any of its Subsidiaries, or any of their respective Representatives of any of pursuant to this Section ‎6.6 in accordance with the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentConfidentiality Agreement.

Access; Confidentiality. (a) At all times during To the period commencing with the execution extent applicable, CPA17 and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective Time, the Company shall afford ParentW. P. Carey agree that upon reasonable notice, and Parent except as may otherwise be required or restricted by applicable Law, each shall (and shall cause its Subsidiaries to) afford the Companyother’s officers, and each of their respective financial advisorsemployees, business consultants, legal counsel, accountants and other agents and representatives authorized representatives, reasonable access access, during normal business hourshours throughout the period prior to the Effective Time, upon reasonable notice, to its executive officers and to its properties, books books, contracts and records and, during such period, each shall (and personnel; providedeach shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, howeverproperties, that the disclosing party personnel and litigation claims as may restrict or otherwise prohibit access to any documents or information reasonably be requested but only to the extent that (i) any applicable Law requires such party to restrict access does not unreasonably interfere with the business or otherwise prohibit access to operations of such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and party; provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 4.11 shall affect or be deemed to modify any representation or warranty made in this Agreement; provided, further, that the parties hereto shall not be required to provide information (i) in breach of applicable Law or (ii) that is subject to confidentiality obligations. Unless otherwise required by Law, the parties shall hold all information of the disclosing other party which is confidential and is reasonably identified as such or should reasonably be known to be confidential in confidence until such time as such information otherwise becomes publicly available through no wrongful act of the receiving party. If this Agreement is terminated for any reason, each party shall promptly return to such other party or destroy, providing reasonable evidence of such destruction, all such confidential information obtained from any other party, and any copies made of (and other extrapolations from or work product or analyses based on) such documents. Notwithstanding anything set forth in this Agreement to the contrary, from and after the date hereof until the consummation of the transactions contemplated hereunder or the earlier termination of this Agreement, W. P. Carey and its Affiliates shall be permitted to, in their capacity as the external advisor to CPA17 and the CPA17 Subsidiaries, share, furnish or otherwise impair provide non-public information or data concerning the rights Sale Properties and remedies available the Marketed Properties to receiving party hereunder. If any Person; provided that W. P. Carey shall keep the Company or Parent does not provide access or information in reliance on CPA17 Special Committee reasonably well informed regarding the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct status of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives potential sales of any of the foregoing to prepare any reports, analyses, appraisals, opinions Sale Properties or other information or to allow sampling of any environmental media or building componentMarketed Properties.

Access; Confidentiality. (a) At all times during Subject to the period commencing with the execution and delivery of this Confidentiality Agreement and continuing until applicable Law relating to the sharing of information, the Company agrees to and shall cause its Subsidiaries to provide Parent, Carve-out Buyer and their respective Representatives (including the Financing Sources), from time to time prior to the earlier to occur of the Effective Time or the termination of this Agreement pursuant Agreement, reasonable access (which, in the case of unaffiliated third party Representatives, shall require the use of reasonable best efforts to Article VIII provide such access) during normal business hours to (i) the Company’s and its Subsidiaries’ senior executives, independent auditors, officers, employees, Representatives, properties, commitments, Contracts, books and records, (ii) such other information as Parent or Carve-out Buyer shall reasonably request, in each case, to the Merger Effective Timeextent reasonably required to consummate the Transactions (provided, that Parent, Carve-out Buyer and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company, and no access shall be granted to conduct any environmental or intrusive sampling or testing without the Company’s prior written consent in its sole discretion), and (iii) such other information as Parent may reasonably request relating to the repositioning process with the works council in Germany. The foregoing notwithstanding, the Company shall not be required to afford Parentsuch access if the Company determines, and Parent in its reasonable best judgment (after consultation with outside counsel), it would cause a violation of an obligation of confidentiality pursuant to an agreement to which the Company or any of its Subsidiaries is a party so long as the Company shall afford have used reasonable best efforts to obtain the Company, and each consent of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to its properties, books and records and personnel; provided, however, that the disclosing party may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires such third party to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information access, would give rise to cause a waiver risk of any a loss of attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or that is competitively sensitive information (provided that the Company will reasonably cooperate with Parent and/or Carve-out Buyer to provide such access, including by entering into a joint defense agreement or “clean team” or similar agreement, with Parent or Carve-out Buyer if requested with respect to any such information), would cause a risk of a loss of trade secret protection to the Company or its Subsidiaries or would constitute a violation of any applicable Law. Each of Parent, Carve-out Buyer and the Company hereby agrees that until the Effective Time, all information provided to it or any of their respective its Representatives of any in connection with this Agreement and the consummation of the foregoing Transactions shall be deemed to prepare any reportsbe Confidential Information, analysesas such term is used in, appraisalsand shall be treated in accordance with, opinions or other information or to allow sampling of any environmental media or building componentthe Confidentiality Agreement.

Access; Confidentiality. (a) At all times during Subject to applicable Law, from the period commencing with date hereof to the execution and delivery of this Agreement and continuing until Company Merger Effective Time or the earlier to occur of the valid termination of this Agreement pursuant to Article VIII and the Merger Effective TimeAgreement, upon reasonable prior written notice from Parent, the Company shall afford Parentshall, and Parent shall afford the Companycause its Subsidiaries to, and each of shall instruct and use its reasonable best efforts to cause their respective financial advisorsofficers, business consultantstrustees, legal counseldirectors, accountants employees and direct its other agents Representatives to, afford Parent and representatives its Representatives reasonable access access, consistent with applicable Law, during normal business hourshours to the Company’s and its Subsidiaries’ officers, upon reasonable noticeemployees, to its propertiesagents, Contracts, books and records records, properties, offices and personnelother facilities as reasonably necessary to facilitate consummation of the Transactions, and provide a copy of each report, schedule, registration statement and other document filed by the Company during such period pursuant to the requirements of federal and state securities Laws; provided, however, that the disclosing party such physical access may restrict or otherwise prohibit access to any documents or information be limited to the extent that (i) any applicable Law requires such party to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide any of its Subsidiaries reasonably determines, in light of applicable COVID-19 Measures, that such access would reasonably be expected to jeopardize the health and safety of any employee of the Company or information in reliance on the preceding sentenceany of its Subsidiaries, it being understood that the Company shall use its commercially reasonable efforts to communicate the applicable information provide, or cause its Subsidiaries to the other party provide, such access in a way manner that would not violate reasonably be expected to jeopardize the applicable Law health and safety of the employees of the Company and the Company Subsidiaries. Notwithstanding the foregoing, any such investigation or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 consultation shall be conducted in such a manner that does as not to interfere unreasonably interfere with the conduct of the business or operations of the Company and or its Subsidiaries or Parent otherwise result in any significant interference with the prompt and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Companytimely discharge by such officers, any of its Subsidiaries, Parent, any of its Subsidiaries, or any employees and other authorized Representatives of their respective Representatives normal duties and shall not include any sampling or testing of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentmaterials or any other environmental sampling or testing; provided, that to the extent such sampling, testing or analysis is reasonably required by a financing source as a result of the findings of any Phase I environmental site assessment conducted in connection with the Debt Financing, the foregoing shall be subject to the Company’s obligations under Section 6.15. No investigation under this Section 6.1 or otherwise shall affect any of the representations and warranties of the Parties contained in this Agreement or modify any condition to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies of the Parties as set forth herein.

Access; Confidentiality. Seller shall keep confidential and not use or disclose to any party any confidential information relating to the Business, the Assets, the Assumed Liabilities or Buyer, and Buyer shall keep confidential and not use or disclose to any party any confidential information relating to the Excluded Assets, the Excluded Liabilities or Seller (a) At all times during except for the period commencing with Business, the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII Assets and the Merger Effective TimeAssumed Liabilities), including any information relating to customers or suppliers or other Persons with which Seller does business (or with which Seller did business with respect to the Company Business before the Closing) and which confidential information was provided to Buyer prior to the Closing, unless Buyer or Seller, as the case may be, shall afford Parent, and Parent shall afford give its written consent to the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to its properties, books and records and personnelcontrary; provided, however, that the disclosing party may restrict or otherwise prohibit access foregoing obligations of confidentiality and non-use shall not apply to any documents or information to the extent that which (i) any applicable Law requires such party at the time of disclosure is, or thereafter becomes, available to restrict or otherwise prohibit access to such documents or information the public through no breach of this Agreement by the disclosing party; or (ii) access is required to such documents or information would give rise to be disclosed by the disclosing party in connection with a waiver of any attorney-client privilegepending Claim; and, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by in the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of event the disclosing party set forth becomes required in this Agreement connection with a pending Claim to disclose any of such confidential information, then the disclosing party shall provide the non-disclosing party with reasonable notice so that the non-disclosing party may seek a court order protecting against or otherwise impair limiting such disclosure or any other appropriate remedy; and in the rights and remedies available to receiving event such protective order or other remedy is not sought, or is sought but not obtained, the disclosing party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way furnish only that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct portion of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentwhich is required by Law.

Access; Confidentiality. (a) At all times during From the period commencing with the execution and delivery date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective Time, the Company shall afford Parentshall, and shall cause the Company Subsidiaries to, upon reasonable prior notice, (a) give Parent shall afford the Companyand Merger Sub, their officers and each a reasonable number of their respective financial advisorsemployees and their authorized Representatives, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hourshours (x) to the Company Agreements, upon reasonable noticecontracts, books, records, analysis, projections, plans, systems, personnel, commitments, offices and other facilities and properties of the Company and the Company Subsidiaries, and (y) with the prior consent of the Company (such consent not to be unreasonably withheld), to its propertiesthe customers, books suppliers and records Representatives of the Company and personnel; providedthe Company Subsidiaries, howeverand (b) furnish, that the disclosing party may restrict or otherwise prohibit access cause to any documents or information to the extent that be furnished, (i) any applicable Law requires to Parent, Merger Sub or Parent’s Representatives, such party to restrict reasonably available information concerning the business, properties, Company Material Contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent, Merger Sub or otherwise prohibit access to such documents or information or Parent’s Representatives may reasonably request, and (ii) to Parent, any monthly financial statements that are provided to the Company Board of Directors in the ordinary course of business (which statements shall be provided substantially contemporaneously with the time such information is furnished to the Company Board of Directors). The terms of the Confidentiality Agreement shall apply to any information provided to Parent or Merger Sub pursuant to this Section 6.2. Notwithstanding anything to the contrary set forth herein, the Company shall not be required to provide access to, or to disclose information, where such documents access or information disclosure would give rise to a waiver of any jeopardize the attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access its Subsidiaries or information in reliance on contravene any Law; provided that the preceding sentence, it parties to this Agreement shall use its commercially their reasonable best efforts to communicate the applicable cause all such information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted provided in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries jeopardize such attorney-client privilege or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentcontravene such Law.

Access; Confidentiality. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective Time, the Company shall afford Parent, Parent and Parent shall afford the Company, and each of their respective its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, and subject to the other restrictions in this Section 6.06, upon reasonable notice, to its the properties, books and records and personnelpersonnel of the Company; provided, however, that the disclosing party Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any Contract or applicable Law requires such party the Company to restrict or otherwise prohibit access to such documents or information or information, (ii) access to such documents or information would give rise to a waiver material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, (iii) such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality obligations to any third party; or (iv) result in a competitor of the Company or any of its Subsidiaries receiving information that is competitively sensitive; and provided further, that no information or knowledge obtained by the receiving party Parent in any investigation conducted pursuant to the access contemplated by this Section 6.05 6.06 shall affect or be deemed to modify any representation or warranty of the disclosing party Company set forth in this Agreement or otherwise impair the rights and remedies available to receiving party Parent and Acquisition Sub hereunder. If In the event that the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable best efforts to communicate the applicable information to the other party Parent in a way that would not violate the applicable Law or obligation or to waive such a privilege foregoing restrictions, including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 6.06 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or Parent and create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Nothing in this Section 6.05 6.06 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, Subsidiaries or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information information. Notwithstanding anything to the contrary in this Agreement, from the date of this Agreement to the Effective Time, none of Parent or to allow sampling any of its financial advisors, business consultants, legal counsel, accountants or other agents and representatives shall, without the prior written consent of the Company, conduct any environmental media investigation at any Owned Real Property or building componentLeased Real Property involving any sampling or other intrusive investigation of air, surface water, groundwater, or soil at or in connection with any Owned Real Property or Leased Real Property.

Access; Confidentiality. (a) At all times during Subject to the period commencing with the execution and delivery of this Confidentiality Agreement and continuing until applicable Law relating to the earlier to occur sharing of the termination of this Agreement pursuant to Article VIII and the Merger Effective Timeinformation, the Company shall afford Parentagrees to provide, and will cause its Subsidiaries to provide, Parent shall afford and its Representatives, from time to time during the CompanyInterim Period, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hourshours to (a) the Company’s and its Subsidiaries’ respective properties (but excluding for purposes of any invasive, upon reasonable noticesoil sample or below ground testing), to its propertiesbooks, books Tax Returns and Tax records, Contracts, commitments, personnel and records and personnel; provided(b) such other information as Parent reasonably requests with respect to the Company and its Subsidiaries and their respective businesses, howeverfinancial condition and operations, that the disclosing party may restrict or otherwise prohibit access to any documents or information in each case, to the extent that related to the consummation of the Transactions or the ownership or operation of the respective businesses of the Company and its Subsidiaries from and after the Closing. Notwithstanding the foregoing, neither the Company nor its Subsidiaries will be required to provide the Parent Parties or their Representatives with access to or to disclose information (i) that would result in the disclosure of any applicable Law requires such party to restrict Trade Secrets of the Company or otherwise prohibit access to such documents any of its Subsidiaries or information or third parties, (ii) access that would result in the disclosure of competitively sensitive sales or marketing information of third parties or violate any of the Company’s or its Subsidiaries’ obligations with respect to such documents or information would give rise confidentiality that is subject to the terms of a waiver of any attorney-client privilege, work product doctrine confidentiality or other applicable privilege applicable to such documents or information, and agreement with a third party (provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or notifies Parent does not provide access or information in reliance on the preceding sentenceof such confidentiality restrictions and, it shall use its if requested by Parent, uses commercially reasonable efforts to communicate cooperate with Parent to provide the applicable information to the other party information, in whole or in part, in a way manner that would not violate the applicable underlying confidentiality agreement), (iii) the disclosure of which would violate any Law (provided, that, if requested by Parent, the Company will use commercially reasonable efforts to cooperate with Parent to allow for such access or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere result in such violation), (iv) that would result in the loss of attorney-client or other legal privilege (provided that, if requested by Parent, the Company will use commercially reasonable efforts to cooperate with Parent to provide the conduct information in a manner that does not result in such loss of privilege), (v) that is competitively sensitive to the Company or its Subsidiaries (provided that the Parties will attempt to establish a clean team process to share such materials in a commercially reasonable manner) or (vi) except as otherwise expressly required by this Agreement, information that relates to (1) the negotiation of this Agreement, (2) the amount of the business Merger Consideration or the valuation of the Company in connection with this Agreement, the Transactions or any other financial or strategic alternatives considered by the Company Board, (3) any Takeover Proposal, (4) any process the Company has conducted with any financial advisor or other communications with any Persons in connection therewith prior to the Agreement Date, or (5) the minutes of the meetings of the Company Board or any committee thereof discussing the Transactions or any similar transaction between the Company and any other Person (including any presentations or other materials prepared by or for the Company Board or any committee thereof, whether in connection with a specific meeting thereof or otherwise relating to such subject matter). The Company and its Subsidiaries will not be required to provide information in any format other than as then exists, or Parent and its Subsidiaries. Nothing in this Section 6.05 otherwise to manipulate or elsewhere in this Agreement shall be construed to require reconfigure any data regarding the Company, ’s or any of its Subsidiaries’ business, Parentassets, financial performance or condition or operations. Notwithstanding anything contained in this Agreement to the contrary, (x) the Company will not be required to provide any access or make any disclosure pursuant to this Section 6.5 to the extent such access or information is reasonably pertinent to an Action where the Company or any of its SubsidiariesAffiliates, on the one hand, and Parent, Merger Sub or any of their respective Representatives Affiliates, on the other hand, are adverse parties or reasonably likely to become adverse parties and (y) the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law or as a result of COVID-19 or any COVID-19 Measures. No representation or warranty as to the accuracy of information provided pursuant to this Section 6.5 is made and the Parent Parties may not rely on the accuracy of such information except to the extent expressly set forth in the representations and warranties included in Article III. All information provided will be governed by the terms of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentConfidentiality Agreement.

Access; Confidentiality. (a) At all times Subject to applicable Laws, privileges, Governmental Orders and Self-Regulatory Organization Orders, Seller (and, to the extent applicable, Parent) shall, and shall cause the Company and each of its Subsidiaries to, during the period commencing with from and after the execution and delivery of this Agreement and continuing date hereof until the earlier to occur of the termination of this Agreement pursuant to Article VIII Closing, upon reasonable advance notice, (i) afford Purchaser and the Merger Effective Timeits authorized directors, the Company shall afford Parentofficers, and Parent shall afford the Companyemployees, and each of their respective counsel, financial advisors, business consultantsauditors, legal counsel, accountants consultants and other agents and representatives (collectively, “Representatives”) reasonable access access, during normal business hours, upon reasonable noticeto the employees, to its independent contractors, representatives, agents, properties, books and records (with respect to income Tax records, only to the extent directly related to the Company or any of its Subsidiaries), Contracts and personnelother documents of or pertaining to the Company or any of its Subsidiaries; provided that Purchaser shall not contact or have any discussions with any of the Company’s or any of its Subsidiaries’ employees, independent contractors, representatives or agents (other than the Company’s executive officers or financial or legal advisors), unless in each case Purchaser informs Seller reasonably in advance and provides Seller (and to the extent applicable, Parent) a reasonable opportunity to observe such discussions, (ii) furnish to Purchaser such financial and operating data and other information relating to the Company and its Subsidiaries as Purchaser may reasonably request, and (iii) instruct the appropriate Company Employees, independent contractors, representatives, agents to cooperate reasonably with Purchaser and its Representatives in connection with the foregoing; provided, however, that that, in each case, such access, furnishing of information and cooperation shall not (w) unreasonably disrupt the disclosing party may restrict or otherwise prohibit access to any documents or information to the extent that Company’s and its Subsidiaries’ operations, (ix) any applicable Law requires such party to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If require the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use any of its commercially reasonable efforts Subsidiaries to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation permit any inspection or to waive such a privilege including by providing such disclose any information that in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business reasonable judgment of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parentas applicable, would result in the disclosure of any Trade Secrets or to the extent that such information is subject to the terms of a confidentiality agreement with a third party (provided that the Company shall use reasonable efforts to obtain waivers under such agreements or to enable reasonable access without violating such agreement), (y) require the Company or any of its Subsidiaries to disclose any information of the Company or any of its Subsidiaries to the extent that the disclosure thereof may result in the loss of attorney-client privilege or (z) require Seller or any of its Affiliates (including the Company and its Subsidiaries) to disclose any proprietary information of or regarding Parent or its Affiliates (excluding the Company or any of its Subsidiaries) that is unrelated to the transactions contemplated by this Agreement. All requests for information made pursuant to this Section 5.3(a) shall be directed to the executive officers of Seller or other Persons designated by Seller. All such information shall be governed by the terms of the Confidentiality Agreement. Purchaser shall not, and shall cause its Representatives not to, knowingly or willfully use any information obtained pursuant to this Section 5.3(a) (as well as any other information provided to Purchaser or any of their respective its Representatives by or on behalf of Seller, the Company or the Company’s Subsidiaries prior to the date hereof) for any of purpose unrelated to the foregoing to prepare any reports, analyses, appraisals, opinions transactions contemplated by this Agreement or other information or to allow sampling of any environmental media or building componentthe Transition Services Agreement.

Access; Confidentiality. (a) At Prior to the Closing, Sellers shall, and shall cause the PEPL Companies to, permit Acquiror and its financing sources to have reasonable access, during normal business hours and upon reasonable advance notice, to the properties, books, records, accountants (subject to their availability) and executive-level personnel of Sellers and the PEPL Companies relating to the Business, and shall furnish, or cause to be furnished, to Acquiror, all times during other information concerning the period commencing Business or the PEPL Companies that is available as Acquiror may reasonably request. The foregoing shall entitle Acquiror to conduct Phase I environmental assessments at the properties of the PEPL Companies consistent with ASTM Standard E1527-97 prior to November 16, 1998. Acquiror shall coordinate the execution schedule of such assessments with Sellers. In connection with any access contemplated by this Section 5.2(a), Acquiror's representatives shall cooperate with Sellers' and delivery PEPL's representatives and shall use their reasonable best efforts to minimize any disruption of the Business. (b) Except as hereinafter provided, without the prior written consent of Acquiror or Sellers, as appropriate, who delivered such information, Evaluation Material will be held in confidence and not disclosed by the receiving party (the "Recipient") or its Representatives or used by the Recipient or its Representatives other than directly or indirectly in connection with consideration of this Agreement and continuing until or in connection with the earlier to occur performance of the termination agreements contemplated by Section 5.11 of this Agreement Agreement. Except as otherwise expressly provided in this Agreement, the Recipient further agrees to disclose Evaluation Material only to its Representatives who need to know the Evaluation Material to evaluate the transactions contemplated by this Agreement, or to accomplish the purpose of the agreements contemplated pursuant to Article VIII and the Merger Effective Time, the Company shall afford ParentSection 5.11 of this Agreement, and Parent shall afford who are informed of its confidential nature and agree to be bound by the Companyterms of this Section. The Recipient agrees to be fully responsible for any breach of this provision by any of its Representatives. In addition, Acquiror will not provide Evaluation Material to any employee of Acquiror engaged in procurement, contracting of or management of pipeline services or pipeline-related regulatory activities. (c) In addition, Acquiror and Sellers each agree that it will not for a period of their respective financial advisors24 months from the date of the signing of this Agreement, business consultantsexcept as contemplated by Section 5.9(a), legal counselemploy or attempt to employ or divert an employee of the other party or any of its affiliates, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to its properties, books and records and personnel; provided, however, that the disclosing party may restrict neither Acquiror nor Sellers shall be prohibited from (a) employing any such employee who contacts Acquiror or otherwise prohibit access to Seller, as applicable, on his or her own initiative and without any documents direct or information to the extent that (i) any applicable Law requires such party to restrict indirect solicitation by Acquiror or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilegeSeller, work product doctrine or other applicable privilege applicable to such documents or informationas applicable, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty (b) conducting generalized solicitations for employees (which solicitations are not specifically targeted at employees of the disclosing party set forth in this Agreement other party) through the use of media advertisements, professional search firms or otherwise impair the rights and remedies available to receiving party hereunderotherwise. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building component.5.3

Access; Confidentiality. (a) At all times during From the period commencing with the execution and delivery of this Agreement and continuing date hereof until the earlier Effective Time and subject to occur the requirements of the termination of this Agreement pursuant to Article VIII and the Merger Effective Timeapplicable Laws, the Company shall afford (i) provide to Parent, and Parent shall afford the Companyits counsel, and each of their respective financial advisors, business consultantsauditors, legal counselpotential financing sources, accountants and other agents consultants and authorized representatives reasonable access during normal business hourshours to the offices, upon reasonable notice, to its properties, books and records of the Company and personnel; providedany Company Subsidiary, however, that the disclosing party may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires such party to restrict or otherwise prohibit access to such documents or information or (ii) access furnish to such documents or information would give rise to a waiver of any attorney-client privilegeParent, work product doctrine or other applicable privilege applicable to such documents or informationits counsel, financial advisors, auditors, potential financing sources, and provided further, that no other consultants and authorized representatives such financial and operating data and other information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive as such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangementsPersons may reasonably request (including, to the extent possible, furnishing to Parent the financial results of the Company and Company Subsidiaries in advance of any filing with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives of the Company and Company Subsidiaries to cooperate reasonably with Parent in its investigation of the Company and Company Subsidiaries, as the case may be, except that nothing herein shall require the Company and Company Subsidiaries to disclose any information that would cause a risk of a loss of privilege to the Company and Company Subsidiaries. Notwithstanding the above, no party nor its representatives shall have the right to conduct environmental sampling on any of the properties owned or operated by the other party or its Subsidiaries. Without limiting the foregoing, the Company shall cooperate and provide Parent and its counsel, financial advisors, auditors, potential financing sources, and other consultants and authorized representatives with all relevant information reasonably required by Parent or any of the foregoing Persons for the purpose of ensuring that the business conducted by the Company complies with, and does not raise material liability risks under, applicable Laws, including, without limitation, the FCPA and other applicable anti-corruption laws, regulations and policies. Each of Company and Parent shall designate one Person to serve as their respective coordinator in order to optimize the efficiency of such cooperation Any investigation conducted access to information pursuant to the access contemplated by this Section 6.05 7.10(a) shall be conducted in a manner with the objective that does it will not interfere unreasonably interfere with the conduct of the business of any of the Company or Company Subsidiaries. In connection with due diligence that Parent and its counsel will conduct with respect to compliance under the US Foreign Corrupt Practices Act, US export controls and economic sanctions laws and regulations and other related legal authorities (“US Regulatory Regimes”), the Company and its Subsidiaries or Company subsidiaries agree to cooperate fully with all aspects of the Parent’s due diligence process. In this context, cooperation includes making available to Parent and its Subsidiariescounsel all policies, procedures, guidelines, training materials, due diligence files, internal and external audits, investigative reports, hotline records, and other information and materials that Parent reasonably requests, relevant to compliance with, or otherwise related to, US regulatory regimes. Nothing Company and Company Subsidiaries will make reasonably available their personnel, 56 including senior management and personnel responsible for compliance, internal audit, finance, investigations, logistics, sales and marketing, and other areas Parent considers to be relevant to overall corporate compliance. Company understands and agrees that the “investigation of the Company” discussed in this Section 6.05 or elsewhere paragraph extends to and includes on-site interviews and visits in this Agreement Company’s overseas locations and that the determination of the situs of any such interviews and visits shall be construed at the sole decision of Parent acting reasonably. The cooperation provisions of this paragraph extend fully to require all of Company’s overseas business, joint venture, and subsidiary locations. In addition, Company and Company Subsidiaries agree to use their reasonable best efforts to facilitate meetings with joint venture partners, agents, representatives, consultants, customs brokers, and other third parties that Parent or its counsel determine may be relevant to due diligence. The Company shall have the Companyright, any of in its Subsidiariessole discretion to have a Company representative present for investigations, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentinterviews and visits.

Access; Confidentiality. (a) At all times during Subject to the period commencing with the execution terms and delivery conditions of this Agreement Agreement, applicable Law and continuing until the earlier to occur terms of the termination of this Agreement pursuant to Article VIII and the Merger Effective TimeConfidentiality Agreement, Seller shall cause the Company shall afford Parentprior to the Closing to (i) give Purchaser and its authorized representatives, upon reasonable advance notice and Parent shall afford the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal regular business hours, reasonable access to all Collective Bargaining Agreements, all distribution Contracts, documentation surrounding pending litigation, books, records, personnel and personnel records, officers and other facilities and properties of the Company (for purposes of coordinating post-Closing transfer of such items, transition planning and other matters), (ii) permit Purchaser to make such copies and inspections thereof, upon reasonable noticeadvance notice and during regular business hours, as Purchaser may reasonably request, and (iii) cause the officers of the Company to its properties, books furnish Purchaser with such unaudited financial and records operating data and personnelother information that relates to the business and properties of the Business as is regularly prepared in the ordinary course that Purchaser may from time to time reasonably request; provided, however, that any such access shall be conducted at Purchaser’s expense, at a reasonable time, and under the disclosing supervision of Seller’s or the Company’s personnel and shall not include sampling of building materials or environmental media, Phase I environmental site assessments, Phase II environmental site assessments, or environmental compliance audits. The Parties shall take all actions necessary to permit access by Purchaser and its representatives under this Section 6.2(a) unless such access would reasonably be expected to result in (A) disclosure of competitively sensitive information to Purchaser or any of its representatives in a manner that would reasonably be expected to result in competitive harm to Seller or any of its Affiliates if the Closing were not to occur, (B) the disclosure of any trade secrets of third parties or a violation of any of the obligations of the Company or the Company’s Affiliates with respect to confidentiality (provided that Seller shall use its reasonable efforts (which shall not require the payment of any money or the incurrence of any Liability) to obtain the consent of such third party may restrict to such inspection or otherwise prohibit disclosure), or (C) the loss of attorney-client privilege with respect to such information (provided that Seller will limit access to any documents or information the minimum extent required to the extent that (i) any applicable Law requires maintain such party privilege). By way of example and not limitation, Seller and its Affiliates shall provide access to restrict or otherwise prohibit Collective Bargaining Agreements, distribution Contracts, and, if access to such documents or information or (ii) access is required to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted be limited pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the immediately preceding sentence, it Seller and its Affiliates shall use its commercially their reasonable best efforts to communicate the applicable information limit such access to the other party in a way that would not violate the applicable Law or obligation or least extent possible to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentimmediately preceding sentence.

Access; Confidentiality. (a) At all times during From the period commencing with date hereof to the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective Time, the Company shall afford Parent, and Parent shall afford the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel, financing sources and other representatives of Parent, access, during normal business hours during the period prior to the Appointment Date, to all its properties, books books, contracts, commitments and records and, during such period, the Company shall (and personnel; provided, however, that the disclosing party may restrict or otherwise prohibit access to any documents or information shall cause each of its Subsidiaries to) furnish promptly to the extent that Parent (ia) any applicable Law requires a copy of each report, schedule, registration statement and other document filed or received by it during such party to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted period pursuant to the access contemplated requirements of federal securities laws and (b) all other information concerning its business, properties and personnel as Parent may reasonably request. Access shall include the right to conduct such environmental studies and tests as Parent, in its reasonable discretion, shall deem appropriate. After the Appointment Date, the Company shall provide Parent and such persons as Parent shall designate with all such information, at such time as Parent shall request. Unless otherwise required by law and until the Appointment Date, Parent and Purchaser will hold any such information which is non-public in confidence in accordance with, and will otherwise abide by, the provisions of the Confidentiality Agreement. No investigation pursuant to this Section 6.05 6.5(a) shall affect or be deemed to modify any representation or warranty of made by the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party Company hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information (b) Prior to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangementsClosing, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its accountants, counsel, agents and other representatives shall cooperate with the Purchaser by providing information about the Company which is necessary for the Purchaser and its accountants, agents, counsel and other representatives to prepare the Disclosure Documents and such other documents and other reasonable requests with respect to such documents. Notwithstanding the penultimate sentence of Section 6.5(a), the Purchaser may disclose, or cause its representatives to disclose, and at the request of the Purchaser, the Company shall and shall cause its Subsidiaries or Parent to, disclose information concerning the Company and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in , and their respective businesses, assets and properties, and the transactions contemplated by this Agreement shall be construed in the Disclosure Documents and to require prospective financing sources in connection with the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building component.Transactions. Section 6.6

Access; Confidentiality. (a) At all times during From the period commencing with the execution and delivery of this Agreement and continuing date hereof until the earlier Effective Time and subject to occur the requirements of the termination of this Agreement pursuant to Article VIII and the Merger Effective Timeapplicable Laws, the Company shall afford (i) provide to Parent, and Parent shall afford the Companyits counsel, and each of their respective financial advisors, business consultantsauditors, legal counselpotential financing sources, accountants and other agents consultants and authorized representatives reasonable access during normal business hourshours to the offices, upon reasonable notice, to its properties, books and records of the Company and personnel; providedany Company Subsidiary, however, that the disclosing party may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires such party to restrict or otherwise prohibit access to such documents or information or (ii) access furnish to such documents or information would give rise to a waiver of any attorney-client privilegeParent, work product doctrine or other applicable privilege applicable to such documents or informationits counsel, financial advisors, auditors, potential financing sources, and provided further, that no other consultants and authorized representatives such financial and operating data and other information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive as such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangementsPersons may reasonably request (including, to the extent possible, furnishing to Parent the financial results of the Company and Company Subsidiaries in advance of any filing with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives of the Company and Company Subsidiaries to cooperate reasonably with Parent in its investigation of the Company and Company Subsidiaries, as the case may be, except that nothing herein shall require the Company and Company Subsidiaries to disclose any information that would cause a risk of a loss of privilege to the Company and Company Subsidiaries. Notwithstanding the above, no party nor its representatives shall have the right to conduct environmental sampling on any of the properties owned or operated by the other party or its Subsidiaries. Without limiting the foregoing, the Company shall cooperate and provide Parent and its counsel, financial advisors, auditors, potential financing sources, and other consultants and authorized representatives with all relevant information reasonably required by Parent or any of the foregoing Persons for the purpose of ensuring that the business conducted by the Company complies with, and does not raise material liability risks under, applicable Laws, including, without limitation, the FCPA and other applicable anti-corruption laws, regulations and policies. Each of Company and Parent shall designate one Person to serve as their respective coordinator in order to optimize the efficiency of such cooperation Any investigation conducted access to information pursuant to the access contemplated by this Section 6.05 7.10(a) shall be conducted in a manner with the objective that does it will not interfere unreasonably interfere with the conduct of the business of any of the Company or Company Subsidiaries. In connection with due diligence that Parent and its counsel will conduct with respect to compliance under the US Foreign Corrupt Practices Act, US export controls and economic sanctions laws and regulations and other related legal authorities (“US Regulatory Regimes”), the Company and its Subsidiaries or Company subsidiaries agree to cooperate fully with all aspects of the Parent’s due diligence process. In this context, cooperation includes making available to Parent and its Subsidiariescounsel all policies, procedures, guidelines, training materials, due diligence files, internal and external audits, investigative reports, hotline records, and other information and materials that Parent reasonably requests, relevant to compliance with, or otherwise related to, US regulatory regimes. Nothing Company and Company Subsidiaries will make reasonably available their personnel, including senior management and personnel responsible for compliance, internal audit, finance, investigations, logistics, sales and marketing, and other areas Parent considers to be relevant to overall corporate compliance. Company understands and agrees that the “investigation of the Company” discussed in this Section 6.05 or elsewhere paragraph extends to and includes on-site interviews and visits in this Agreement Company’s overseas locations and that the determination of the situs of any such interviews and visits shall be construed at the sole decision of Parent acting reasonably. The cooperation provisions of this paragraph extend fully to require all of Company’s overseas business, joint venture, and subsidiary locations. In addition, Company and Company Subsidiaries agree to use their reasonable best efforts to facilitate meetings with joint venture partners, agents, representatives, consultants, customs brokers, and other third parties that Parent or its counsel determine may be relevant to due diligence. The Company shall have the Companyright, any of in its Subsidiariessole discretion to have a Company representative present for investigations, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentinterviews and visits.

Access; Confidentiality. (a) At all times ARC will provide AMH and its employees, accountants, counsel and other authorized representatives, during the period commencing with from the execution and delivery of this Agreement and continuing date hereof until the earlier Closing (or any Partial Deferred Closing), with reasonable access to occur the premises, employees, books and records and properties of the termination of this Agreement pursuant to Article VIII and the Merger Effective Time, the Company shall afford Parent, and Parent shall afford the Company, ARC and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives Subject Company upon reasonable access advance notice during normal business hours, upon reasonable noticeprovided that such access does not interfere with the normal operations of ARC and the Subject Companies. ARC will, and will cause each Subject Company to, furnish AMH with such financial and operational data and other information with respect to their respective businesses and properties as AMH may from time to time reasonably request. Any information concerning ARC and the Subject Companies obtained by AMH or its propertiesrepresentatives pursuant to this Section 4.2 shall be subject to the terms of the Confidentiality Agreement, books and records such information shall be held by AMH and personnel; providedits representatives in accordance with the terms of the Confidentiality Agreement. Notwithstanding the obligations contained in this Section 4.2, however, that ARC and the disclosing party may restrict or otherwise prohibit Subject Companies shall not be required to provide access to any documents or to disclose information to where such access or disclosure would result in the extent that (i) any applicable Law requires such party to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver loss of any attorney-client privilege, work product doctrine privileges or other applicable privilege applicable to such documents protections or information, and provided furthercontravene any Applicable Law or binding agreement in effect; provided, that no information or knowledge obtained by the receiving party parties hereto shall cooperate in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights seeking and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable best efforts to communicate the applicable information to the other party in find a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing allow disclosure of such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing result in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing consequences. Notwithstanding anything to prepare any reportsthe contrary contained in this Agreement, analyses, appraisals, opinions or other information or to allow sampling neither AMH’s review of any environmental media matters related to the transactions contemplated by this Agreement, including the review of the business or building componentfinancial and other conditions of ARC or any of the Subject Companies conducted by the officers, employees, accountants, counsel and other authorized representatives or agents of AMH or its Affiliates, nor the knowledge of AMH or any of its Affiliates with respect to any such matters, whether or not resulting from any such review, whether prior to or after the date hereof, shall affect (a) the representations and warranties made by ARC in or pursuant to this Agreement or (b) the remedies of AMH for breaches of such representations and warranties.

Access; Confidentiality. (a) At all times during Upon reasonable advance notice to the period commencing with Seller and subject to the execution and delivery prior written consent of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective TimeXxxxxxx Xxxx, which shall not be unreasonably withheld, the Company Seller shall afford ParentPurchaser and its Representatives reasonable access, and Parent shall afford the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable noticehours throughout the period prior to the Closing, to its the properties, books books, contracts and records of the Company and, during such period, shall furnish promptly to Purchaser and personnelits Representatives all information concerning the business, properties, assets, contracts, Permits, results of operations and personnel of the Company as may reasonably be requested; provided, however, that the disclosing party Seller may restrict or otherwise prohibit the foregoing access to any documents or information to the extent that (i) in the reasonable judgment of the Seller, any law, treaty, rule or regulation of any Governmental Entity applicable Law to the Seller or the Company requires such party the Seller or the Company to restrict or otherwise prohibit access to any such documents properties or information or information, (ii) access in the judgment of the Seller, the information is subject to such documents or information would give rise confidentiality obligations to a waiver third party, (iii) such disclosure would result in disclosure of any Trade Secrets of third parties, or (iv) disclosure of any such information or document could result in the loss of attorney-client privilege; provided, work product doctrine however, that with respect to this clause (iv), the Seller and/or its counsel shall use their reasonable efforts to enter into such joint defense agreements or other applicable privilege applicable arrangements, as appropriate, so as to avoid the loss of attorney-client privilege; and provided further that as a condition to such documents access, Purchaser hereby agrees (x) that Purchaser and its Representatives shall not interfere with the operations of the properties, (y) to pay for the cost to repair any damage caused by Purchaser or informationits Representatives and (z) to indemnify, defend and provided further, that no hold the Seller and its Affiliates harmless with respect to any personal injury or property damage arising from or relating to entry on the Owned or Leased Real Property by Purchaser or its Representatives. All requests by Purchaser and its Representatives for information or knowledge obtained by the receiving party in any investigation conducted and access made pursuant to the access contemplated by this Section 6.05 5.5 shall affect be made in writing directed to Xxxxxxx Xxxx. Further, Purchaser shall not contact any supplier, customer or be deemed to modify any representation or warranty vendor of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct Seller without obtaining prior written consent of an executive officer of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentSeller.

Access; Confidentiality. (a) At all times during Between the period commencing with the execution and delivery date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective TimeClosing, the Company shall afford ParentParent will, and Parent shall afford will cause the CompanyTransferred Companies to, during normal business hours and each of their respective financial advisorsupon reasonable prior notice, business consultants, legal counsel, accountants (i) provide to Buyer and other agents and its representatives reasonable access during normal business hoursto the premises, upon reasonable notice, to its propertiesproperty, books and records of the Transferred Companies related to the Business, (ii) furnish to Buyer and personnelits representatives financial information, operating data and other information pertaining to the Business and the Business Assets, (iii) make available for inspection and copying by Buyer copies of any documents relating to the foregoing and (iv) permit Buyer and its representatives to conduct reasonable interviews of executive officers of the Business; provided, however, that (x) Buyer shall exercise its right under this Section 4.1(a) in such a manner as to not unreasonably interfere with the disclosing party may restrict or otherwise prohibit access operation of the Business, (y) for the avoidance of doubt, Buyer’s right under this Section 4.1(a) shall in no way include the right to any invasive environmental investigation or invasive procedure or investigation, including any sampling, testing or removal of materials (other than documents or information to the extent that permitted hereunder) from the offices, factories and properties of Parent, the other Sellers or the Transferred Companies without the consent of Parent, and (z) Parent may limit such access described in clauses (i) any applicable Law requires through (iv) above to the extent such party to restrict access (A) would, in the opinion of Parent’s counsel, violate or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver liability under applicable Legal Requirements, including any Antitrust Laws, (B) would require Parent or any of its Affiliates to waive any attorney-client privilegeprivilege or (C) conflicts with any confidentiality obligations to which Parent or any of its Affiliates is bound; provided, work product doctrine that Parent shall use commercially reasonable efforts to establish a process that, through customary steps, such as targeted redactions, providing information to counsel to review and summarize for Buyer or other applicable privilege applicable using a clean room environment, will provide Buyer with timely access to the fullest extent possible in a manner that allows Parent to avoid such documents or informationconsequences; provided, and provided further, that no the access to any information provided by Parent or knowledge obtained by the receiving party in any investigation conducted Buyer pursuant to the access contemplated by this Section 6.05 4.1 shall not (i) affect or be deemed to affect or modify any representation representation, warranty, covenant or warranty agreement contained herein, the conditions to the obligations of the disclosing party set forth parties to consummate the Closing in Articles V and VI or otherwise prejudice in any way the rights and remedies of Buyer hereunder, including pursuant to Article VII, (ii) be deemed to affect or modify Buyer’s reliance on the representations, warranties, covenants and agreements made by Seller in this Agreement or otherwise impair (iii) be deemed to amend or supplement the rights and remedies available to receiving party hereunder. If the Company Disclosure Letter or Parent does not provide access prevent or information in reliance on the preceding sentencecure any misrepresentation, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law breach of warranty or obligation or to waive such a privilege including breach of covenant by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building component.

Access; Confidentiality. (a) At During the Interim Period, to the extent permitted by applicable Law, the Company, on the one hand, and Parent, on the other hand, shall, and the Company and Parent shall cause the Company Subsidiaries and the Parent Subsidiaries, respectively, and their respective Representatives to, afford to the other Party and its Representatives reasonable access (including for the purpose of coordinating transition planning) during normal business hours and upon reasonable advance notice to all times of their respective properties, offices, books, contracts, commitments and records and to their officers, accountants, manager’s employees, counsel and other Representatives, and those of the Company Subsidiaries or the Parent Subsidiaries, as applicable, and, during such period, each Party shall reasonably promptly make available to the other Party, (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period commencing pursuant to the requirements of federal or state securities Laws, and (ii) all other information (financial or otherwise) concerning its business and properties as such other Party may reasonably request. Notwithstanding the foregoing, neither the Company nor Parent shall be required by this Section 7.2 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) relating to meetings or deliberations of its board of trustees (or an authorized committee thereof) or communications among the execution and delivery members thereof or with their Representatives, (B) relating to the consideration, negotiation or performance of this Agreement and continuing until related agreements, (C) the earlier to occur disclosure of which would violate any Law, legal duty or contractual obligation of the termination Party or any of this Agreement pursuant its Representatives to Article VIII and the Merger Effective Time, the Company shall afford Parent, and Parent shall afford the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to its properties, books and records and personnel; any third party (provided, however, that the disclosing party may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires such party to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it withholding Party shall use its commercially reasonable best efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute arrangements to permit reasonable disclosure arrangementsnot in violation of any Law, legal duty or contractual obligation and provided, further, however that this subclause (C) shall not apply to the extent possible. Any investigation conducted any contractual obligation pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiariesan Acceptable Confidentiality Agreement), or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions (D) if it would jeopardize attorney work product or other information or to allow sampling of any environmental media or building componentattorney client privilege.

Access; Confidentiality. (aa)Prior to the Closing, the Company shall (i) At give Purchaser and its authorized Representatives reasonable access during regular business hours to all times during books, records, personnel, offices and other facilities and properties of the period commencing Company and the Company Subsidiaries and shall direct its auditors to give Purchaser access to all audit work papers, to the extent reasonably obtainable, subject to the terms of any reasonable access restrictions required by such auditors as a condition to receipt of such work papers, (ii) permit Purchaser to make such copies and inspections thereof as Purchaser may reasonably request and (iii) cause the officers of the Company to furnish Purchaser with such financial and operating data and other information 26 with respect to the execution business and delivery properties of the Company and the Company Subsidiaries as Purchaser may from time to time reasonably request; provided that any such access shall be conducted at Purchaser's expense, at a reasonable time, under the supervision of the Company's personnel and in such a manner as to maintain the confidentiality of this Agreement and continuing until the earlier Transactions and not to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective Time, the Company shall afford Parent, and Parent shall afford the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to its properties, books and records and personnel; provided, however, that the disclosing party may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires such party to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct normal operation of the business of the Company and its Subsidiaries or Parent and its SubsidiariesCompany. Nothing Notwithstanding anything contained in this Section 6.05 or elsewhere in this Agreement shall be construed any other agreement between Purchaser and the Company executed prior to require the date hereof, none of the Company, any Company Subsidiary or any Affiliate of the Company or any Company Subsidiary or any Stockholder or any Affiliate of any Stockholder shall have any obligation to make available to Purchaser or its Subsidiariesrepresentatives, Parentor provide Purchaser or its representatives with, any of its Subsidiariesconsolidated, combined or unitary Tax Return filed by any Stockholder or any of their respective Representatives of Affiliates (other than the Company and the Company Subsidiaries) or predecessors, or any of related material, and nothing herein shall require the foregoing Company to prepare disclose any reportsinformation to Purchaser if such disclosure would in the Company's good faith judgment (i) include individual customer or per unit pricing data, analyses, appraisals, opinions (ii) jeopardize any attorney-client or other information legal privilege, or (iii) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to allow sampling the date of this Agreement (including any environmental media confidentiality agreement to which any Stockholder, the Company or building componentany Company Subsidiary is a party).

Access; Confidentiality. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Merger Effective TimeAfter reasonable notice provided by Buyer, the Company Seller shall afford Parentgive, and Parent shall afford the Companyauthorize and instruct its counsel, its accountants and each of their respective financial advisors, business consultants, legal its other agents and representatives to give to Buyer and Buyer’s counsel, accountants and other agents and representatives reasonable full access during normal business hourshours to the Property and to all of Seller’s books, upon reasonable notice, to its properties, books contracts and records related to the Property, and personnel; shall furnish such information and copies of such materials related to the Property as Buyer from time to time reasonably may request, provided, however, however that the disclosing party may restrict or otherwise prohibit access to any documents or information to the extent that in no event shall (i) any applicable Law requires such party to restrict inspections or otherwise prohibit access to such documents tests materially disrupt or information disturb the operation of the Property, or (ii) access to Buyer or its agents, representatives and consultants drill or bore on or through the surface of the Real Property or the Improvements without Seller’s prior written consent, which consent may be given or withheld in Seller’s sole and absolute discretion. After making such documents or information would give rise to a waiver of any attorney-client privilegetests and inspections, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by Buyer shall promptly restore the receiving party in any investigation conducted pursuant Property to the access contemplated condition that existed prior to making such tests and inspections (which obligation shall survive the Closing or any termination of this Agreement). In the event that the Agreement is terminated for any reason other than Seller’s default, Buyer shall promptly deliver to Seller copies of all written reports, studies and results of tests and investigations obtained or conducted by Buyer with respect to the Property (which obligation shall survive any termination of this Section 6.05 Agreement) provided that Seller first reimburses Buyer for the cost of obtaining such reports, studies and results. All information so learned by Buyer shall affect or be deemed to modify any representation or warranty of kept in confidence pending the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunderClosing. If the Company or Parent Closing does not provide access or information in reliance on the preceding sentencetake place for any reason, it Buyer shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing keep such information in redacted form as necessary confidence thereafter (unless and until such information otherwise is or becomes public knowledge through no fault of Buyer) and shall promptly return to preserve Seller all materials so provided by Seller; provided, that the foregoing shall not prohibit Buyer from utilizing such a privilege information or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted materials in a manner that does not unreasonably interfere connection with the conduct of the business of the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any exercise of its Subsidiariesrights hereunder. Buyer shall indemnify, Parent, defend and hold harmless Seller from any damage or injury caused by Buyer’s or Buyer’s agents’ negligence or willful misconduct while reviewing Seller’s books and records at the Property. The foregoing provisions shall survive the termination of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building componentthis Agreement.

Access; Confidentiality. (a) At all times during the period commencing with the execution and delivery Each of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII VBC and the Merger Effective Time, the Company VBC Subsidiaries shall afford Parent, permit Oneida Financial and Parent shall afford the Company, and each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and its representatives reasonable access during normal business hours, upon reasonable notice, to its properties, books and shall disclose and make available to them all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and personnel; providedliabilities of VBC and its Subsidiaries, howeverincluding, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors and any committees thereof (other than minutes that discuss any of the disclosing party transactions contemplated by this Agreement), and stockholders, organizational documents, bylaws, material contracts and agreements, filings with any Regulatory Authority, accountants' work papers, litigation files, plans affecting employees, and any other business activities or prospects in which Oneida Financial may restrict or otherwise prohibit have a reasonable interest. Notwithstanding the foregoing, neither VBC nor the VBC Subsidiaries shall be required to provide access to any documents or to disclose information to where such access or disclosure would violate or prejudice the extent that (i) any applicable Law requires rights of such party to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver of any party's customers, jeopardize the attorney-client privilege, work product doctrine privilege of the institution in possession or other applicable privilege applicable to control of such documents or information, and provided further, that no information or knowledge obtained by contravene any law, rule, regulation, order, judgment or decree. Subject to applicable legal requirements, the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise parties hereto will make appropriate substitute disclosure arrangements under circumstances in which restrictions of the preceding sentence apply. VBC and the VBC Subsidiaries shall make their respective officers, employees and agents and authorized representatives (including counsel and independent public accountants) available to confer with Oneida Financial and its representatives, subject to the limitations of this paragraph. Upon advance notice and coordination of mutually agreeable and reasonable arrangements, VBC and each VBC Subsidiary shall permit Oneida Financial, at its expense, to cause a "phase I environmental audit" and, if a recognized environmental condition is found or suspected, a "phase II environmental audit" to be performed at any physical location owned or occupied by VBC or any VBC Subsidiary. For any leased locations, such arrangements shall be subject to obtaining any necessary consents of the landlord. Copies of any such environmental reports shall be provided to VBC upon its request. The parties will hold all such information delivered in confidence to the extent possible. Any investigation conducted pursuant to required by, and in accordance with, the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct provisions of the business of agreement between VBC and Oneida Financial (the Company and its Subsidiaries or Parent and its Subsidiaries. Nothing in this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building component"Confidentiality Agreement").