Common use of Access to Information Clause in Contracts

Access to Information. From the date hereof until the Closing, the Sellers shall, and shall cause the Company to: (a) afford Buyer and its Representatives access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned.

Access to Information. From the date hereof until Prior to the Closing, the Sellers Seller shall, and shall cause the Company its Subsidiaries to: (a) afford Buyer , give Purchaser and its Representatives Representatives, upon reasonable advance notice and during regular business hours, reasonable access to the books, records, personnel, officers and the right to inspect all facilities of the Company’s Real PropertyBusiness (except that Purchaser shall not conduct any environmental sampling or analysis (including the sort customarily referred to as a Phase II Environmental Assessment) without the advance written consent of Seller, properties, assets, premises, books and records, contracts, agreements without executing a customary access and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer indemnity agreement in its investigation of the Companyrespect thereto); provided, however, that any such investigation access shall be conducted in a manner that complies with Section 6.03 and at Purchaser’s expense, at a reasonable advance notice to the Sellers’ Representativetime, under the reasonable supervision of Sellers’ designated Seller’s personnel and in such a manner as to maintain confidentiality and not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to timebusinesses of Seller and its Subsidiaries. Notwithstanding anything contained in this or any other agreement between Purchaser and Seller executed on or prior to the contrary in this Agreementdate hereof, neither Seller nor any of its Subsidiaries shall have any obligation to make available to Purchaser or its Representatives, or provide Purchaser or its Representatives with, (a) any consolidated, combined or unitary Tax Return filed by Seller or any of its Affiliates or predecessors, or any related material, except to the Sellers nor extent that any such Tax Return or related material relates solely to the Company Parties shall be required to disclose Transferred Entities, the Business or the Transferred Assets or (b) any information to Buyer if making such disclosure information available would be reasonably likely to: (i) cause significant competitive harm reasonably be likely to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure result in a waiver of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize any attorney-client or other legal privilege; , or (iiiii) contravene any applicable Law, fiduciary duty or Contract entered into prior binding agreement (including any confidentiality agreement to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, which Seller or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Propertyits Affiliates is a party) (it being understood that Seller shall cooperate in any reasonable efforts and requests for waivers that would enable otherwise required disclosure to Purchaser to occur without so jeopardizing privilege or contravening such Law, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed duty or conditionedagreement).

Access to Information. From (a) The Company shall afford to PalEx and Subsidiary and their accountants, counsel, financial advisors and other representatives (the date hereof until "PALEX REPRESENTATIVES") and PalEx and Subsidiary shall afford to the ClosingCompany and its accountants, counsel, financial advisors and other representatives (the Sellers shall"COMPANY REPRESENTATIVES") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. PalEx and Subsidiary shall hold and shall use their reasonable best efforts to cause the PalEx Representatives to hold, and the Company shall hold and shall use its reasonable best efforts to cause the Company to: (a) afford Buyer and its Representatives access to and the right hold, in strict confidence all non-public information furnished to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives it in connection with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummatedAgreement, provided except that disclosure each of the Transaction PalEx, Subsidiary and the Company Business after Closing may disclose any information that it is required by law or judicial or administrative order to disclose. (b) In the event that this Agreement is terminated in accordance with its terms, each party shall promptly redeliver to the other all non-public written material provided pursuant to this Section 7.1 and shall not retain any copies, extracts or other reproductions of such written material. In the event of such termination, all documents, memoranda, notes and other writings prepared by PalEx and Subsidiary or the Company based on the information in such material shall be deemed not destroyed (and PalEx , Subsidiary and the Company shall use their respective reasonable best efforts to cause competitive harm; their advisors and representatives to similarly destroy their documents, memoranda and notes), and such destruction (iiand reasonable best efforts) jeopardize attorney-client privilege; shall be certified in writing by an authorized officer supervising such destruction. (c) The Company shall promptly advise PalEx in writing of any change or (iii) contravene the occurrence of any applicable Law, fiduciary duty or Contract entered into prior to event after the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers toAgreement having, or customers ofwhich, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Propertyinsofar as can reasonably be foreseen, in each casethe future may have, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedany Company Material Adverse Effect.

Access to Information. From (a) The Sellers shall (i) provide Purchaser and its Representatives with full access during normal business hours, upon no less than forty-eight (48) hours prior written notice, to all personnel, officers, employees, agents, accountants, properties (including, without limitation, for the purpose of environmental testing) and facilities, of the Sellers, the Business, the Purchased Assets and the books and records relating to the Business and the Purchased Assets and (ii) furnish Purchaser and its Representatives with all information and data available to Sellers or prepared in the normal course of business (including, without limitation, copies of Contracts, Plans and other books and records) concerning the Business and operations of the Business and the Purchased Assets as Purchaser or any of such Representatives reasonably may request in connection with such investigation. All such information shall be kept confidential in accordance with the terms of the Confidentiality Agreement, dated as of September 9, 2010 (the “Confidentiality Agreement”), between Purchaser and Cerberus Capital Management, L.P. In the event of a conflict or inconsistency between the terms of this Agreement and the Confidentiality Agreement, the terms of this Agreement will govern. (b) Upon the execution hereof, the provisions of the Confidentiality Agreement shall remain binding and in full force, except that the Confidentiality Agreement shall not apply to any documents prepared in connection with or proceeding before or filed with, or other disclosure made to, a court, arbitration tribunal or mediation service to enforce Purchaser’s or the Sellers’ rights arising in connection with the termination of this Agreement. The information contained herein, in the Sellers’ Disclosure Schedule or delivered to Purchaser or its authorized representatives pursuant hereto shall be subject to the Confidentiality Agreement as Information (as defined and subject to the exceptions contained therein) until the Closing and, for that purpose and to that extent, the terms of the Confidentiality Agreement are incorporated herein by reference. Except as otherwise provided herein, the Sellers shall and shall cause their respective Representatives to, treat after the date hereof until as strictly confidential (unless compelled to disclose by judicial or administrative process or, in the Closingopinion of legal counsel, by other requirements of Law, including securities regulations) the terms of this Agreement and all nonpublic, confidential or proprietary information concerning the Business, and the Sellers shallshall not, and shall cause their respective Affiliates and their respective Representatives not to, use such information to the Company to: (a) afford Buyer and its Representatives access to and the right to inspect all detriment of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation Business. None of the Company; providedSellers has waived, howevernor will it waive, any provision of any confidentiality or similar agreement that any such investigation shall be conducted with reasonable advance notice relates to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real PropertyBusiness, in each case, without the prior written consent of Purchased Assets or the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedAssumed Liabilities.

Access to Information. (a) From the date hereof until the ClosingClosing Date, the Sellers shallshall allow Buyer and its officers, directors, principals, employees, advisors, auditors, agents, bankers and other representatives (collectively, “Representatives”) access (including for inspection and copying) during normal business hours (upon reasonable advance notice, at mutually agreeable times, and in a manner that does not materially interfere with the operations of the Transferred Companies) to the Representatives, properties, offices and other facilities, books and records of the Company and each of its Subsidiaries, and shall cause the Company to: (a) afford Buyer and its Representatives access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer may reasonably request; provided, that neither Buyer nor any of its Affiliates or Representatives shall contact any of the Company’s or any of its Representatives may Subsidiaries’ employees, customers or suppliers without first coordinating such contact with the Company. (b) In order to facilitate the resolution of any claims made against or incurred by the Sellers prior to the Closing, or for any other reasonable purpose, for a period of three years after the Closing, Buyer shall: (i) retain the books and records (including personnel files) of the Transferred Companies relating to periods prior to the Closing in a manner reasonably request; consistent with the prior practices of the Transferred Companies, and (ii) upon reasonable advance notice (at mutually agreeable times, and in a manner that does not materially interfere with the operations of Buyer), afford the Sellers reasonable access to (including the right to make, at Sellers’ expense, photocopies of), during normal business hours, such books and records, subject to the Sellers entering into reasonable confidentiality agreements. (c) instruct the Representatives The provisions of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation this Section 6.3 shall be conducted carried out in accordance with reasonable advance notice applicable Law relating to the Sellers’ Representativeexchange of information, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding notwithstanding anything to the contrary in this Agreement, neither none of the Sellers nor the Company Parties Transferred Companies (or any of their respective Affiliates) shall be required to provide access to or disclose any information to Buyer if where such access or disclosure would be reasonably likely to: (i) cause significant competitive harm to waive the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; privilege of such party or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned.

Access to Information. From (a) Between the date hereof until Execution Date and the Closing, Seller: shall give Buyer and its authorized Representatives reasonable access, during regular business hours and upon reasonable advance notice, to the Sellers shallproperties, books and records of the Company Group; and shall cause officers of the Company to: (a) afford Buyer Group and its Representatives access Seller to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company Parties; (b) furnish Buyer and its authorized Representatives with such financial, financial and operating data and other data and information related with respect to the Company Parties Group as Buyer or any of its Representatives may from time to time reasonably request; and request (c) instruct the Representatives of Sellers and the Company including information relating to cooperate fully with Buyer in its investigation of the CompanyCapital Projects); provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as access does not to unreasonably interfere with the normal operations operation of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction Seller’s and the Company Business after Closing Group’s business and shall be deemed subject to Seller’s or the applicable member of the Company Group’s reasonable security measures and insurance requirements, including all applicable safety requirements of Seller and the Company Group, Buyer shall not have access to cause competitive harm; any files, records, information or data concerning the Seller Retained Assets and other than the Clean Team Members (iias defined in the Clean Team Agreement) jeopardize attorneyset forth or described in the Clean Team Agreement, the Parties shall not have access to any Clean Team-client privilege; or Only Information (iiias defined in the Clean Team Agreement) contravene any applicable Law(clauses and collectively, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing“Excluded Records”), and prior to the Closing, without the prior written consent of Seller (which consent may be withheld by Seller in its sole discretion), neither Buyer nor its authorized Representatives shall not be permitted to contact any suppliers to, or customers of, any assets that will be owned by the CompanyCompany Group as of the Closing, and Buyer shall have no right in their capacity as suppliers to, or customers of, such assets, contact any employee of Seller or its Affiliates regarding this Agreement or the transactions contemplated hereby or the business or assets owned, or to be owned, following the Pre-Closing Reorganization except as otherwise provided in Section 6.9 or perform invasive or subsurface investigations of any member of the Real PropertyCompany Group’s assets or properties owned, in each caseor to be owned, without following the prior written consent Pre-Closing Reorganization or collect or analyze any environmental samples (including building materials, indoor and outdoor air, surface and ground water, and surface and subsurface soils). Seller shall have the right to have a Representative present at all times during any such inspections and examinations conducted at offices or other facilities or properties of Seller, its Affiliates or any member of the SellersCompany Group. Buyer shall hold in confidence all such information to which it receives access pursuant to this Agreement on the terms and subject to the conditions contained in the Confidentiality Agreement and, as applicable, the Clean Team Agreement. Buyer shall have no right of access to, and Seller shall have no obligation to provide to Buyer, any information the disclosure of which consent shall not would jeopardize any legal privilege available to any member of the Company Group, Seller or any Seller Affiliate relating to such information, that would cause Seller, any Seller Affiliate or any member of the Company Group to breach a confidentiality obligation, or that would reasonably be unreasonably withheldexpected to result in a violation of applicable Law or loss of solicitor-client privilege. (b) From and after the Execution Date (including following any termination of this Agreement or following the Closing), delayed ▇▇▇▇▇ agrees to indemnify, defend and hold harmless Seller, the Seller Affiliates (including until Closing the Company Group) and all such Persons’ directors, officers, employees, agents and representatives from and against any and all Losses (INCLUDING CLAIMS OF STRICT LIABILITY, NEGLIGENCE AND FOR LIABILITY IMPOSED BY STATUTES, RULES OR REGULATIONS) attributable to any personal injury, death or conditionedproperty damage arising out of or relating to access to any member of the Company Group’s or its Affiliates’ properties, facilities, books and records prior to the Closing by Buyer, its Affiliates, or its or their directors, officers, employees, agents or representatives, BUT EXCLUDING ANY SUCH LOSSES TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER, ANY SELLER AFFILIATE (INCLUDING UNTIL CLOSING THE COMPANY GROUP) OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES.

Access to Information. From (a) All information furnished pursuant to this Agreement shall be subject to the Confidentiality Agreement. (b) On reasonable notice, during normal business hours during the period from the date hereof until of this Agreement to the Closingearlier of the Effective Time or the valid termination of this Agreement, the Sellers Company shall, and shall cause its Subsidiaries to, afford to each member of the Company to: (a) afford Buyer Parent Group and its their Representatives reasonable access to and the right to inspect all of the Company’s Real Property, and its Subsidiaries’ properties, assetsoffices, premisespersonnel, books Contracts, books, and recordsrecords all other information concerning its businesses, contracts, agreements properties and personnel (other documents and data than any of the foregoing to the extent specifically related to the Company Parties; (b) furnish Buyer negotiation and its Representatives with such financialexecution of this Agreement, operating and other data and information related or, except as expressly provided in Section 6.02, to the Company Parties any Acquisition Proposal), in each case, as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation member of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to Parent Group or its relevant Representatives (as applicable) reasonably requests in anticipation or furtherance of the Sellers’ Representative, under consummation of the supervision of Sellers’ designated personnel transactions contemplated hereby (including for integration planning) and in such a manner so as to not to unreasonably interfere with the normal business operations of the CompanyCompany or any of its Subsidiaries. All requests by Buyer for access During such period described in the immediately preceding sentence, on reasonable notice and subject to Applicable Law and during normal business hours, the Company shall instruct its pertinent Representatives to reasonably cooperate with the Parent Group in their review of any such information provided or made available pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything immediately preceding sentence. (c) Anything to the contrary in this AgreementSection 6.04(b) notwithstanding, neither the Sellers nor the Company Parties and its Subsidiaries shall not be required to disclose any provide such access or disclosure of information to Buyer if such disclosure would be reasonably likely to: it (i) cause significant competitive harm would, as reasonably determined based on the advice of outside counsel, jeopardize any attorney-client, attorney-work product or other similar privilege with respect to such information, (ii) would contravene any Applicable Law or confidentiality agreement with a third party entered into prior to the Company Parties date hereof or after the date hereof in the ordinary course of business, (iii) would result in the disclosure of any valuations of the Company Business if in connection with the transactions contemplated by this Agreement are not consummatedor any other strategic alternatives, provided that (iv) would be for the purpose of disclosure of such information in any Proceeding between the Transaction and Parties; provided, that, in the Company Business after Closing shall be deemed not to cause competitive harm; case of clauses (i), (ii) jeopardize attorney-client privilege; or and (iii), the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including (x) contravene obtaining any applicable Lawrequired consent from any Third Party and (y) redacting such information (A) to remove references concerning valuation, fiduciary duty or (B) as necessary to comply with any Contract entered into prior to in effect on the date of this Agreement. Notwithstanding Agreement or after the foregoingdate of this Agreement and (C) as necessary to address reasonable attorney-client, prior work-product or other privilege or confidentiality concerns) and to provide such information as to the Closingapplicable matter as can be conveyed. (d) Anything to the contrary in this Section 6.04 notwithstanding, Buyer nothing in this Section 6.04 shall not contact any suppliers to, or customers of, be construed to require the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Propertyits Subsidiaries or any of their Representatives to prepare any financial statements, in each caseprojections, without the prior written consent of the Sellersreports, which consent shall analyses, appraisals or opinions that are not be unreasonably withheld, delayed or conditionedreadily available.

Access to Information. From the date hereof until Prior to the Closing, the Sellers Seller shall, and shall cause the Company its Subsidiaries to: (a) afford Buyer , give Purchaser and its Representatives Representatives, upon reasonable advance notice and during regular business hours, reasonable access to the books, records, personnel, officers and the right to inspect all facilities of the Company’s Real PropertyBusiness (except that Purchaser shall not conduct any environmental sampling or analysis (including the sort customarily referred to as a Phase II Environmental Assessment) without the advance written consent of Seller, properties, assets, premises, books and records, contracts, agreements without executing a customary access and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer indemnity agreement in its investigation of the Companyrespect thereto); provided, however, that any such investigation access shall be conducted in a manner that complies with Section 6.03 and at Purchaser’s expense, at a reasonable advance notice to the Sellers’ Representativetime, under the reasonable supervision of Sellers’ designated Seller’s personnel and in such a manner as to maintain confidentiality and not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to timebusinesses of Seller and its Subsidiaries. Notwithstanding anything contained in this or any other agreement between Purchaser and Seller executed on or prior to the contrary in this date of the Original Agreement, neither Seller nor any of its Subsidiaries shall have any obligation to make available to Purchaser or its Representatives, or provide Purchaser or its Representatives with, (a) any consolidated, combined or unitary Tax Return filed by Seller or any of its Affiliates or predecessors, or any related material, except to the Sellers nor extent that any such Tax Return or related material relates solely to the Company Parties shall be required to disclose Transferred Entities, the Business or the Transferred Assets or (b) any information to Buyer if making such disclosure information available would be reasonably likely to: (i) cause significant competitive harm reasonably be likely to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure result in a waiver of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize any attorney-client or other legal privilege; , or (iiiii) contravene any applicable Law, fiduciary duty or Contract entered into prior binding agreement (including any confidentiality agreement to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, which Seller or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Propertyits Affiliates is a party) (it being understood that Seller shall cooperate in any reasonable efforts and requests for waivers that would enable otherwise required disclosure to Purchaser to occur without so jeopardizing privilege or contravening such Law, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed duty or conditionedagreement).

Access to Information. (a) From the date hereof until of this Agreement through the Closing, the Sellers shall, and Company shall cause the Company to: (a) afford to representatives of Buyer and its Representatives VAB Acquisition Sub access to and the right to inspect all of the Company’s Real Propertyofficers, employees, accountants, counsel, offices, properties, assets, premises, books and recordsrecords during normal business hours, contracts, agreements and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives VAB Acquisition Sub may reasonably request; request in order that Buyer and (c) instruct VAB Acquisition Sub may have an opportunity to make such investigations as they desire of the Representatives affairs of Sellers the Company and the Company Subsidiaries (including any investigations reasonably required by Buyer to cooperate fully with determine the Tax cost to Buyer in its investigation and VAB Acquisition Sub of the CompanyVAB Purchase) and to facilitate consummation of the Transactions; provided, however, that any such investigation shall be conducted with upon reasonable advance notice to notice, shall not unreasonably disrupt the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the CompanyCompany and shall be subject to Applicable Laws. All requests by Buyer for access to the offices, properties, books, and records relating to the Company and the Company Subsidiaries shall be made to such representatives of the Company as the Company shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. None of Buyer, VAB Acquisition Sub or their representatives shall contact any of the employees, customers or suppliers of the Company or its respective Affiliates in connection with the Transactions, whether in person or by telephone, mail or other means of communication, without the specific prior written authorization of such representatives of the Company as the Company may designate. If, in the course of any investigation pursuant to this Section 7.2 shall be submitted 6.1, Buyer becomes aware of any breach of any representation or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary warranty contained in this AgreementAgreement or any circumstance or condition that upon the Closing would constitute such a breach, neither the Sellers nor Buyer covenants that it will promptly so inform the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to and VAB Acquisition Sub. To the extent permitted under Applicable Law, from and after the date hereof, the Company Parties or shall reasonably cooperate with Buyer and VAB Acquisition Sub regarding the Company Business if determination and implementation of an orderly transition following the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedMerger.

Access to Information. From the date hereof until the Closingearlier of Closing or termination of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust Laws, the Sellers Seller shall, and shall cause the Company to: (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Company’s Leased Real Property, properties, assets, premises, books Books and recordsRecords, contracts, agreements Assigned Contracts and other documents and data exclusively related to the Company PartiesBusiness; and (b) furnish Buyer and its Representatives with such financial, operating and other data and information exclusively related to the Company Parties Business as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, provided that any such investigation access shall be conducted with limited to normal business hours upon reasonable advance notice to the Sellers’ RepresentativeSeller, under the supervision of Sellers’ designated Seller’s personnel and in such a manner as not to unreasonably interfere with the normal operations conduct of the CompanyBusiness or any other businesses of Seller. All requests by Buyer for access pursuant to this Section 7.2 6.02 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals individual as the Sellers may Seller shall designate in writing from time to time. In furtherance of the foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and (ii) supplement or amend (by written notice to Buyer) Section 2.01(a) of the Seller Disclosure Schedules with respect to any matter arising or discovered after the date of this Agreement that, if existing, occurring or known at or prior to the date of this Agreement, should have been set forth or described in such Section 2.01(a) of the Seller Disclosure Schedules; provided that the obligation to provide such list of Trade Programs or to supplement or amend Section 2.01(a) of the Seller Disclosure Schedules shall not be deemed to be a condition to Closing, nor any failure thereof give rise to any breach of any representation, warranty, covenant or agreement by Seller (or any related claim for indemnification). Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties Seller shall not be required to disclose any information or afford access to Buyer if such disclosure would or access would, in Seller’s sole discretion be reasonably likely tolikely: (ix) cause significant competitive harm to result in the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of information that is competitively sensitive in relation to, or constitutes trade secrets of, Seller and its businesses (including the Transaction and the Company Business after Closing shall be deemed not to cause competitive harmBusiness); (iiy) jeopardize any attorney-client client, attorney work-product or other applicable privilege; or (iiiz) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreementwhich Seller or its Affiliates is a party. Notwithstanding the foregoing, prior Prior to the Closing, without the prior written consent of Seller (which may granted Seller’s sole discretion), Buyer shall not contact any suppliers to, or customers of, the CompanyBusiness, and Buyer shall have no right to perform invasive or subsurface investigations of any the Leased Real Property. Buyer shall, and shall cause its Representatives to, abide by the terms of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed Confidentiality Agreement with respect to any access or conditionedinformation provided pursuant to this Section 6.02.

Access to Information. From the date hereof until Prior to the Closing, Seller shall afford to the Sellers shallofficers, employees and shall cause the Company to: (a) afford authorized representatives of Buyer and its Representatives Parent (including independent public accountants and attorneys) reasonable access during normal business hours, upon reasonable advance notice, to and the right to inspect all of the Company’s Real Propertyoffices, properties, assetsemployees and business and financial records (including computer files, premises, books retrieval programs and records, contracts, agreements and other documents and data related similar documentation) of the Business to the Company Parties; (b) extent Buyer or Parent shall reasonably deem necessary and shall furnish to Buyer and its Representatives with Parent or their respective authorized representatives such financial, operating and other data and additional information related to concerning the Company Parties Business as Buyer or any of its Representatives may shall be reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Companyrequested; provided, however, that Seller shall not be required to violate any such investigation shall be conducted with reasonable advance notice Requirement of Law, Court Order or obligation of confidentiality to which Seller, any of its Affiliates or the Sellers’ Representative, under the supervision Companies is subject or to waive any privilege which any of Sellers’ designated personnel and them may possess in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access discharging their obligations pursuant to this Section 7.2 7.1; provided, further, that Seller, its Affiliates and the Companies shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall not be required to disclose any information furnish or otherwise make available to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm competitively sensitive information relating to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure areas of the Transaction and Company’s business in which Buyer or its Affiliates directly or indirectly compete against the Company Business after Closing shall be deemed not to cause competitive harm; or (ii) jeopardize attorney-client privilegeTax Returns or other Tax records or information relating to any Consolidated Tax Group; or (iii) contravene any applicable Lawand provided, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closingfurther, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each casenot, without the prior written consent of Seller, contact or communicate with any vendor, customer, employee, independent contractor or other business partner of the Sellers, which consent Companies with respect to or in connection with the Contemplated Transactions. Buyer agrees to use commercially reasonable efforts to ensure that such investigation shall be conducted in a manner as not to interfere unreasonably with the operations of the Companies or Seller and Buyer shall not undertake any invasive or intrusive environmental testing without Seller’s prior consent. Notwithstanding the foregoing, the obligations of Seller pursuant to this Section 7.1 shall be unreasonably withheldsubject to the right of Seller to determine, delayed in its discretion, the appropriate timing of the disclosure of information it deems proprietary commercial information or conditionedprivileged information. The parties shall act at all times in accordance with the terms and provisions of the Confidentiality Agreement.

Access to Information. From the date hereof Effective Date until the Closing, the Sellers shall, and Seller shall cause the Company to: (a) afford grant Buyer and its Representatives full access to, and a full opportunity to inspect, investigate, and audit, the right to inspect all of the Company’s Real PropertyBooks and Records, properties, assetsContracts, premisesfilings, books and records, contracts, agreements and other documents documents, data, and data records related to the Company Parties; Business, (b) furnish Buyer and its Representatives with such financial, operating operating, and other data and information related to the Company Parties Business as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company Seller to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such Business. Any investigation pursuant to this Section 5.2 shall be conducted with during normal business hours upon reasonable advance notice to the Sellers’ RepresentativeSeller, under the supervision of Sellers’ designated Seller’s personnel and in such a manner as not to unreasonably interfere with the normal operations conduct of the CompanyBusiness or any other businesses of Seller. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty, or agreement given or made by Seller in this Agreement. All requests by Buyer for access pursuant to this Section 7.2 5.2 shall be submitted or directed exclusively to the Sellers’ Representative D▇▇▇▇ ▇’▇▇▇▇▇ and B. S▇▇▇▇ ▇▇▇, or such other individuals as the Sellers Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties Seller shall not be required to disclose any information to Buyer if such disclosure would would, in Seller’s counsel’s opinion (which shall be reasonably likely todelivered to Buyer) would: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (iiy) jeopardize Seller’s attorney-client privilege; or (iiiz) contravene any applicable LawLegal Requirement. Except as provided in Section 6.2(d), fiduciary duty Buyer may not contact any suppliers or Contract entered into customers of the Business without Seller’s prior to the date of this Agreementwritten consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, prior Prior to the Closing, Buyer shall, and shall not contact any suppliers cause its Representatives to, or customers of, abide by the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any terms of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed Confidentiality Agreement with respect to any access or conditionedinformation provided pursuant to this Section 5.2.

Access to Information. From 5.9.1 Subject to applicable Law, during the period commencing on the date hereof until of this Plan of Merger and ending at the Closingearlier of the Effective Time and the termination of this Plan of Merger in accordance with Article VII, the Sellers shall, and shall cause the Company to: (a) afford Buyer Company will, and will cause each of the Company Subsidiaries to, upon reasonable prior written notice, permit Purchaser and its Representatives to have reasonable access at all reasonable times, and in a manner so as not to interfere with the normal business operations of Company and the right Company Subsidiaries, to inspect all of the Company’s Real Property, properties, assetsofficers and senior management, premises, books and agents, books, records, contracts, agreements and other documents Contracts of or pertaining to Company and data related to the Company PartiesSubsidiaries as may be reasonably requested in writing; and (b) upon the reasonable request of Company, Purchaser shall furnish Buyer such reasonable information about it and its Representatives business as is relevant to Company and its shareholders in connection with such financial, operating and other data and information related to the Company Parties as Buyer or any transactions contemplated by this Plan of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the CompanyMerger; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision access or disclosure of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: will (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummatedcomply with all applicable Laws, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize not result in, or reasonably be expected to result in, the waiver of the attorney-client privilege; , or (iii) contravene not result in, or reasonably be expected to result in, a material breach of any applicable Lawmaterial Contract. No such access shall affect the representations, fiduciary duty warranties, covenants or Contract entered into prior agreements of the parties (or the remedies with respect thereto) or the conditions to the date obligations of the parties under this Plan of Merger. 5.9.2 All Information of Company (as defined in the Company Confidentiality Agreement. Notwithstanding the foregoing, prior ) provided pursuant to this Plan of Merger shall be subject to the Closingprovisions of the Confidentiality Agreement, Buyer dated as of January 5, 2024, between Company and Purchaser ("Company Confidentiality Agreement"), which shall not contact any suppliers toremain in full force and effect in accordance with its terms. All Information of Purchaser (as defined in the Purchaser Confidentiality Agreement) provided pursuant to this Plan of Merger shall be subject to the provisions of the Confidentiality Agreement, or customers ofdated as of April 4, 2024, between Company and Purchaser ("Purchaser Confidentiality Agreement", and together with the Company Confidentiality Agreement, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers("Confidentiality Agreements"), which consent shall not be unreasonably withheld, delayed or conditionedremain in full force and effect in accordance with its terms.

Access to Information. From the date hereof until the Closing, the Sellers shall, and Seller shall cause the Company to: (a) afford Buyer and its Representatives representatives reasonable access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements Assigned Contracts and other documents and data related to the Company PartiesBusiness; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties Business as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company Seller to cooperate fully with Buyer in its investigation of the CompanyBusiness; provided, however, that any such investigation shall be conducted with during normal business hours upon reasonable advance notice to the Sellers’ RepresentativeSeller, under the supervision of Sellers’ designated Seller's personnel and in such a manner as not to unreasonably interfere with the normal operations conduct of the CompanyBusiness or any other businesses of Seller. All requests by Buyer for access pursuant to this Section 7.2 agreement shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties Seller shall not be required to disclose any information to Buyer if such disclosure would be reasonably likely towould, in Seller's sole discretion: (iw) cause significant competitive harm to Seller and its businesses, including the Company Parties or the Company Business Business, if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (iix) jeopardize any attorney-client or other privilege; or (iiiy) contravene any applicable Lawlaw, fiduciary duty or Contract binding agreement entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior Prior to the Closing, without the prior written consent of Seller, which may be withheld for any reason, Buyer shall not contact any suppliers to, or customers of, the Company, Business and Buyer shall have no right to perform invasive or subsurface investigations of any the Business. Buyer shall, and shall cause its Representatives to, abide by the terms of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed Confidentiality Agreement with respect to any access or conditionedinformation provided pursuant to this agreement.

Access to Information. From (a) Subject to the provision of the Confidentiality Agreement, from the date hereof until the ClosingClosing Date, the Sellers shall, and Seller hereto shall cause the Company to: promptly (ai) afford Buyer give Purchaser and its Representatives respective counsel, financial advisors, accountants, auditors and other authorized representatives reasonable access to and the right to inspect all of the Company’s Real Propertyoffices, properties, assetsBooks and Records relating to the Business and the Purchased Assets, premisesupon reasonable prior notice, books (but only in a manner that does not cause disruption to Seller's business activities and recordsonly in accordance with Seller's site security regulations then in effect), contracts(ii) make available to Purchaser and its counsel, agreements financial advisors, auditors and other documents authorized representatives such financial and operating data related and other information relating to the Company Parties; Business and the Purchased Assets, as Purchaser may reasonably request and (biii) furnish Buyer instruct its directors, officers, key employees, counsel, auditors and its Representatives financial advisors to cooperate with such financialPurchaser's directors, operating officers, key employees, counsel, financial advisors, auditors and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Companyauthorized representatives; provided, however, that if Seller reasonably believes that the disclosure of any such investigation information hereunder would violate any Applicable Law, then Seller shall be conducted entitled not to disclosure such information, and the parties agree to negotiate in good faith alternative means of disclosure, if possible, that would not violate Applicable Law. (b) Seller agrees that from and after the Closing Date, it will permit Purchaser and its representatives, in accordance with reasonable advance notice the procedures set forth in paragraph 7.07(a) above, to have access to and to examine and take copies of its Books and Records which are not delivered to Purchaser pursuant hereto and which directly relate to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into Purchased Assets occurring prior to the date Closing or to transactions or events occurring subsequent to the Closing which arise out of this Agreement. Notwithstanding the foregoing, transactions or events occurring prior to the Closing, Buyer shall . All Books and Records of the Seller relating to the Business and the Purchased Assets as conducted by Seller before the Closing Date and not contact any suppliers todelivered to Purchaser pursuant hereto will be preserved by Seller for a period of not less than seven years following the Closing Date, or customers ofsuch longer period as may be required by Applicable Law; provided, however, that Seller shall provide written notice to Purchaser after the Company, expiration of such seven year period if Seller desires to dispose of or destroy such Books and Buyer Records and shall have no provide Purchaser with the right to perform invasive copy or subsurface investigations take possession of any of such Books and Records. (c) Purchaser agrees that from and after the Real PropertyClosing Date, it will permit Seller and its representatives, in each caseaccordance with the procedures set forth in paragraph 7.07(a) above, without to have access to and take copies of all Books and Records of Seller which are delivered to Purchaser pursuant to this Agreement. All such Books and Records delivered to Purchaser will be preserved by Purchaser for a period of not less than seven years following the prior Closing Date, or such longer period as may be required by Applicable Law; provided, however, that Purchaser shall provide written consent notice to Seller after the expiration of such seven year period if Purchaser desires to dispose of or destroy such Books and Records and shall provide Seller with the Sellers, which consent shall not be unreasonably withheld, delayed right to copy or conditionedtake possession of such Books and Records.

Access to Information. From (a) During the date hereof until the ClosingPre-Closing Period, the Sellers shall, and the Warrantors shall cause the Company to: (a) and each Subsidiary to afford Buyer the officers, attorneys, accountants, tax advisors, lenders and its Representatives access to and the right to inspect all other authorized representatives of the Company’s Real PropertyBuyer reasonable access upon reasonable notice and during normal business hours to all personnel, offices, properties, assetsbooks and records of the Company and the Subsidiaries, premisesso that the Buyer may have full opportunity to make such investigation as it shall reasonably request of the management, business, properties and affairs of the Company and the Subsidiaries, and the Buyer shall be permitted to make abstracts from, or copies of, all such books and records, contracts, agreements . The Sellers and the Warrantors shall cause the Company and each Subsidiary to furnish to the Buyer such financial and operating data and other documents and data related information as to the business of the Company Parties; and the Subsidiaries as the Buyer shall reasonably request. (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to Within [**] Business Days after the Company Parties as Buyer or any end of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, each month ending prior to the Closing, Buyer shall not contact any suppliers tobeginning with May 31, or customers of2013, the CompanySellers shall cause the Company to furnish to the Buyer an unaudited income statement for such month and a balance sheet as of the end of such month, prepared on a basis consistent with the Financial Statements. Such financial statements shall present fairly the consolidated financial condition and results of operations of the Company and the Subsidiaries as of the dates thereof and for the periods covered thereby, and Buyer shall have no right to perform invasive or subsurface investigations of any shall, in all material respects, be consistent with the books and records of the Real Property, in each case, without Company and the prior written consent Subsidiaries. At the request of the SellersBuyer, which consent and at the Buyer’s expense, the Company shall not be unreasonably withheld, delayed cooperate with the Buyer (through the engagement of the Company’s auditors or conditionedas otherwise requested by the Buyer) in reconciling such monthly financial statements with GAAP.

Access to Information. From Prior to the date hereof until Closing Date, to the Closingextent permitted by this Section 7.1 and applicable Law, Acquiror shall be entitled, through its officers, employees and representatives (including its legal advisors and accountants), to make such investigation of the Sellers shallproperties, businesses and operations of the Company and such examination of the books and records and Tax reporting positions of the Company as Acquiror reasonably requests and to make extracts and copies of such books and records at Acquiror’s own expense. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances and shall be subject to restrictions under applicable Law. The Company shall cause the Company to: (a) afford Buyer and its Representatives access to and the right to inspect all of the Company’s Real Propertyofficers, propertiesemployees, assetsconsultants, premisesagents, books and recordsaccountants, contracts, agreements attorneys and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any representatives of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer Acquiror and Acquiror’s representatives in connection with such investigation and examination, and Acquiror and its representatives shall cooperate with the Company and its representatives and shall use their commercially reasonable efforts to minimize any disruption to the business. Notwithstanding anything herein to the contrary, no such investigation or examination shall be permitted to the extent that it would require the Company to disclose information subject to attorney-client privilege or conflict with any confidentiality obligations to which the Company is bound. Further, prior to the Closing Date, the Company shall furnish or otherwise make available (including via ▇▇▇▇▇, if applicable) to Acquiror (i) a copy of each report, schedule, form, statement and other document filed by it or received by it during such period pursuant to the requirements of federal or state securities Laws reasonably promptly following such filing or receipt, (ii) to the extent available, for the period beginning after the date of this Agreement and ending at the Effective Time, as soon as practicable after the end of each month, and in any event within 30 days thereafter, a copy of the monthly consolidated financial statements of the Company; provided, howeverincluding statements of financial condition, that any such results of operations, and statements of cash flow, and (iii) all other information concerning its business, properties and personnel as Acquiror may reasonably request. No investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 7.1 shall be submitted affect any representation or directed exclusively warranty in this Agreement of any Party or any condition to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure obligations of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedParties.

Access to Information. From the date hereof until the Closing(a) Subject to Applicable Law, upon reasonable notice, the Sellers shall, Company shall (and shall cause the Company Subsidiaries and the officers, directors, employees and agents of the Company and each Company Subsidiary to: (a) afford Buyer Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its Representatives access to and the right to inspect all of the Company’s Real Propertyofficers, employees, agents, properties, assetsbooks, premises, books Contracts and records, contracts, agreements records and other documents shall furnish Parent and data related to the Company Parties; (b) furnish Buyer and its Representatives with such Merger Sub all financial, operating and other data and information related to in the Company Parties as Buyer Company’s or any of its Representatives Company Subsidiary’s possession or control as Parent and Merger Sub through their officers, employees or agents, may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; , provided, however, that the Company and the Company Subsidiaries shall not be required to provide access to any information or documents which would, in the reasonable judgment of the Company after consultation with its outside legal counsel (i) breach any Contract with any Person or violate any Applicable Law, or (ii) result in a loss or waiver of the attorney-client or other privilege held by the Company or any Company Subsidiary (it being agreed that the Company shall give notice to Parent of the fact that it is withholding such information or documents pursuant to clause (i) or clause (ii) above, and thereafter the Company and Parent shall reasonably cooperate to cause such information to be provided in a manner that would not reasonably be expected to waive the applicable privilege or protection or violate the applicable restriction); provided, further, that any access or investigation pursuant to this Section 6.03(a) shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to interfere unreasonably interfere with the normal business and operations of the Company. All requests Company or any Company Subsidiary. (b) No information or knowledge obtained by Buyer for Parent or Merger Sub pursuant to Section 6.02, this Section 6.03 or otherwise shall affect or be deemed to affect or modify any representation, warranty, covenant or agreement contained herein, the conditions to the obligations of the parties to consummate the Merger in accordance with the terms and provisions hereof or otherwise prejudice in any way the rights and remedies of Parent or Merger Sub hereunder, nor shall any such information, knowledge or investigation be deemed to affect or modify Parent’s or Merger Sub’s reliance on the representations, warranties, covenants and agreements made by the Company in this Agreement. (c) Any access granted pursuant to this Section 7.2 6.03 shall be submitted or directed exclusively subject to the Sellers’ Representative Company’s reasonable security measures and insurance requirements. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or such other individuals as the Sellers may designate any of its Representatives in writing from time to time. Notwithstanding anything connection with any investigation conducted pursuant to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions access contemplated by this Section 6.03. Nothing in this Section 6.03 or elsewhere in this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not construed to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, require the Company, and Buyer shall have no right to perform invasive any Company Subsidiary or subsurface investigations of any of the Real Propertytheir respective Representatives to prepare any reports, in each caseanalyses, without the prior written consent of the Sellersappraisals, which consent shall not be unreasonably withheld, delayed opinions or conditionedother information.

Access to Information. From (a) During the date hereof until the ClosingPre-Closing Period, the Sellers Company shall, and shall cause the Company Acquired Companies to: (a) afford Buyer , provide Parent and its Representatives access to Merger Sub and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company Parties; (b) furnish Buyer and its their Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable access during normal business hours upon reasonable advance notice to the Sellers’ Representativenotice, under the supervision of Sellers’ designated the Company’s personnel and in such a manner as shall not to unreasonably interfere with the normal business or operations of the Company. All requests by Buyer for access pursuant Company or any of its Subsidiaries to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure all of the Transaction Acquired Companies’ properties, assets, Contracts, books and the Company Business after Closing shall be deemed not to cause competitive harmrecords and other documents and data; (ii) jeopardize attorney-client privilegeemployees of the Acquired Companies; or and (iii) contravene any applicable Lawother information concerning the Business, fiduciary duty properties and personnel of the Acquired Companies as Parent and Merger Sub or Contract entered into prior to the date any of this Agreementtheir Representatives may reasonably request. Notwithstanding the foregoing, prior the Company shall not be required to provide access to or disclose information where the Company reasonably determines that such access or disclosure would jeopardize the protection of the attorney-client or any other privilege of the Company, contravene any Law, so long as the Company has taken all reasonable steps to permit inspection of or to disclose such information on a basis that does not contravene the applicable Law or Contract or waive the Company’s privilege with respect thereto; provided that such access and information shall be granted or made available, as applicable, to external counsel for Parent (subject to external counsel entering into a customary common interest agreement with the Company, on terms mutually agreeable to Parent and the Company) to the Closingextent required for the purpose of complying with applicable Laws, Buyer including antitrust Laws. Prior to the Effective Time, without the prior written consent of the Company (such consent shall not be unreasonably delayed, withheld or conditioned), Parent shall not contact any suppliers to, or customers of, the Company, Company or its Subsidiaries with respect to such suppliers’ or customers’ relationships with the Acquired Companies and Buyer Parent shall have no right to perform invasive or subsurface investigations of any owned or leased real property of the Real PropertyCompany or its Subsidiaries. (b) Parent and Merger Sub will hold any confidential information obtained pursuant to Section 6.2(a) in confidence in accordance with the Confidentiality Agreement; provided that Parent may make such disclosure as may be necessary or appropriate to comply with customary practice in connection with obtaining Debt Financing, in each case, without subject to the prior written consent recipients of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedsuch disclosure agreeing to keep such information confidential.

Access to Information. From the date hereof of this Agreement until the Closing, the Sellers shallIndemnifying Members will, and shall will cause the Company to: (aA) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company PartiesCompany; (bB) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; , and (cC) instruct the Company’s Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be is conducted with during normal business hours after reasonable advance notice to the Sellers’ RepresentativeIndemnifying Members, under the supervision of Sellersthe Indemnifying Members’ designated or the Company’s personnel and in such a manner as not to unreasonably interfere with the Company’s normal operations of the Companyoperations. All Buyer must direct all requests by Buyer for access pursuant to under this Section 7.2 shall be submitted or directed 6.2 exclusively to the Sellers’ Representative Indemnifying Members or such other individuals as the Sellers they may designate in writing from time to time. Notwithstanding Despite anything to the contrary in this Agreement, neither the Sellers Indemnifying Members nor the Company Parties shall be required to must disclose any information to Buyer if the Indemnifying Members decide such disclosure would be reasonably likely towould: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii1) jeopardize any attorney-client or other privilege; , or (iii2) contravene any applicable Law, fiduciary duty or Contract binding agreement entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to Before the Closing, Buyer with the prior Indemnifying Members’ written consent (which may be conditioned on the timing and their ability to accompany Buyer), which shall not be unreasonably withheld, Buyer may contact any suppliers to, or employees, contractors or customers of, of the Company, Company and Buyer shall have no right to may perform invasive or subsurface investigations of any the Real Property. Consent to conduct investigations of the Real PropertyProperty may be conditioned on not disturbing the Company’s operations, in each caseobtaining the landlord’s consent and satisfying any requirements the landlord imposes (e.g., without securing a bond, restoring the prior written consent property, etc.). Buyer will, and will cause its Representatives to, abide by the terms of the Sellers, which consent shall not be unreasonably withheld, delayed Confidentiality Agreement regarding any access or conditionedinformation provided under this Section 6.2.

Access to Information. From Prior to the Closing Date, or, if earlier, the date hereof until the Closingthis Agreement is terminated pursuant to Section 10.1, the Sellers if requested by Buyer, Seller shall, and shall cause the Company Group to: (a) afford , deliver to Buyer and its Representatives access to and the right to inspect all copies of the Company’s Real Property, properties, assets, premises, books monthly unaudited interim consolidated balance sheets and records, contracts, agreements statements of income and other documents and data related cash flows of the Company (which may be presented in accordance with IFRS) (subject to the Company Parties; (babsence of footnotes and to normal year-end adjustments) furnish Buyer and its Representatives with such financial, operating and other data and Business information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company require to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice enable it to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if consummate the transactions contemplated by this Agreement are not consummatedAgreement. In addition, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the Closing Date, or, if earlier, the date this Agreement is terminated pursuant to Section 10.1, if requested by Buyer, Seller shall provide Buyer and its representatives with reasonable access to the locations, facilities and employees of this Agreementthe members of the Company Group who have significant responsibility for the Business. Notwithstanding the foregoing, prior to the Closing(i) Buyer’s review of such information and such access shall only be upon reasonable notice, Buyer shall be during normal business hours, shall not contact any suppliers to, or customers of, unreasonably disrupt personnel and operations of the Companybusiness of the Company Group, and shall be conducted in compliance with all applicable Laws and all agreements to which Seller or any member of the Company Group is a party (which agreements Buyer is advised of by Seller), (ii) all requests for such information and such access shall have be made to such representatives of Seller as Seller shall designate, who shall be solely responsible for coordinating all such requests, (iii) neither Buyer nor any of its Affiliates or representatives shall conduct any environmental site assessment, compliance evaluation or investigation with respect to any member of the Company Group without prior consultation with Seller and without ongoing consultation with Seller with respect to any such activity (it being understood and agreed that in no right to perform invasive event shall any subsurface investigation or subsurface investigations testing of any environmental media be conducted), and (iv) neither Buyer nor any of its Affiliates or representatives shall contact any of the Real Propertyemployees, customers, suppliers, parties that have business relationships with or are joint venture partners of any member of the Company Group or any of their respective Affiliates in each caseconnection with the transactions contemplated hereby, whether in person or by telephone, mail or other means of communication, without the specific prior written consent authorization of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedSeller.

Access to Information. From Prior to the date hereof until Closing Date, to the Closingextent permitted by this Section 7.1 and applicable Law, Acquiror shall be entitled, through its officers, employees and representatives (including its legal advisors and accountants), to make such investigation of the Sellers shallproperties, businesses and operations of the Company and such examination of the books and records and Tax reporting positions of the Company as Acquiror reasonably requests and to make extracts and copies of such books and records at Acquiror’s own expense. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances and shall be subject to restrictions under applicable Law. The Company shall cause the Company to: (a) afford Buyer and its Representatives access to and the right to inspect all of the Company’s Real Propertyofficers, propertiesemployees, assetsconsultants, premisesagents, books and recordsaccountants, contracts, agreements attorneys and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any representatives of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer Acquiror and Acquiror’s representatives in connection with such investigation and examination, and Acquiror and its representatives shall cooperate with the Company and its representatives and shall use their commercially reasonable efforts to minimize any disruption to the business. Notwithstanding anything herein to the contrary, no such investigation or examination shall be permitted to the extent that it would require the Company to disclose information subject to attorney-client privilege or conflict with any confidentiality obligations to which the Company is bound. Further, prior to the Closing Date, the Company shall furnish or otherwise make available (including via E▇▇▇▇, if applicable) to Acquiror (i) a copy of each report, schedule, form, statement and other document filed by it or received by it during such period pursuant to the requirements of federal or state securities Laws reasonably promptly following such filing or receipt, (ii) to the extent available, for the period beginning after the date of this Agreement and ending at the Effective Time, as soon as practicable after the end of each month, and in any event within 30 days thereafter, a copy of the monthly consolidated financial statements of the Company; provided, howeverincluding statements of financial condition, that any such results of operations, and statements of cash flow, and (iii) all other information concerning its business, properties and personnel as Acquiror may reasonably request. No investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 7.1 shall be submitted affect any representation or directed exclusively warranty in this Agreement of any Party or any condition to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure obligations of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedParties.

Access to Information. From (a) Aon shall and shall cause the date hereof until Company and the ClosingSubsidiaries to afford to the officers, employees and authorized representatives of Buyer (including independent public accountants, attorneys and investment bankers) reasonable access during normal business hours, upon reasonable advance notice, to the offices, properties, employees and business and financial records (including computer files, retrieval programs and similar documentation) of the Company and the Subsidiaries to the extent Buyer shall reasonably deem necessary in order to be able to operate the Company and the Subsidiaries after the Closing and shall furnish or cause to be furnished to Buyer or its authorized representatives such additional information concerning the Company and the Subsidiaries as shall be reasonably requested; provided, however, that: (i) Aon, the Sellers Company and the Subsidiaries shall not be required to violate any Requirements of Law, Court Order or obligation of confidentiality to which Aon, the Company or any Subsidiary is subject or to waive any privilege which any of them may possess in discharging their obligations pursuant to this Section 7.1; (ii) Aon, the Company and the Subsidiaries shall not be required to furnish or otherwise make available to Buyer customer-specific data or competitively sensitive information; and (iii) Buyer shall not, without the prior written consent of Aon, contact or communicate with any vendor, customer, employee, independent contractor or other business partner of the Company and the Subsidiaries with respect to or in connection with the transactions contemplated by this Agreement. Buyer agrees that: (A) such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of Aon, the Company and the Subsidiaries; (B) all requests by Buyer for access or availability pursuant to this Section 7.1 shall be submitted or directed exclusively to an individual to be designated by Aon; and (C) Aon, the Company and the Subsidiaries shall not be required to provide any books and records or reports based thereon that they do not maintain or prepare in the ordinary course of their business. Notwithstanding the foregoing, the obligations of Aon pursuant to this Section 7.1 shall be subject to the right of Aon to determine, in its discretion, the appropriate timing of the disclosure of information it deems proprietary commercial information or privileged information. The parties shall act at all times in accordance with the terms and provisions of the Confidentiality Agreement. (b) Prior to the Closing Date, Aon shall, and shall cause the Company to: (a) afford Buyer and its Representatives access to and the right to inspect all of the Company’s Real PropertySubsidiaries to, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; providedwith respect to transition matters, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely including to: (i) cause significant competitive harm provide reasonable access to the Company Parties or employees of the Company Business if and the Subsidiaries in respect of transition planning; (ii) designate certain of their employees to serve as members of a joint Aon/Buyer transition team and cause such individuals to devote reasonable time to transition matters (it being agreed that Aon (including the Company and the Subsidiaries) shall not be required to appoint more than 20 employees to such team); (iii) devote reasonable office accommodations and related facilities for a continuing presence of transition team members on the premises of the Company and the Subsidiaries; (iv) promptly provide the Buyer with copies of all correspondence or written communication among Aon or any of the Company or any Subsidiary, on the one hand, and A.M. Best Company Inc., Standard & Poor’s or ▇▇▇▇▇’▇ Investors Service, Inc., on the other, which relates to the business of the Company or any of the Subsidiaries; and (v) make reasonably available officers of the Company and the Subsidiaries to assist the Buyer and its investment bankers in connection with any “due diligence” meetings conducted in connection with any financing transactions entered into by the Buyer in connection with the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned.

Access to Information. From the date hereof until the Closing, the Sellers shall, and shall cause the Company to: (a) afford For a period of seven years after the Closing Date, upon reasonable prior written notice, Buyer and its Representatives Sellers shall furnish or cause to be furnished to each other and their employees, agents, auditors and representatives access, during normal business hours, to such information, books and records relating to the Business and the Acquired Assets as is reasonably necessary for financial reporting and accounting matters, the preparation and filing of Tax Returns, reports or forms for the defense of any Tax claims, assessments, audits or disputes, or the prosecution or defense of any Action and shall cooperate with each other to the extent reasonably requested for the preparation of such financial reporting, accounting and Tax matters, provided, that with respect to any Tax Returns or other records relating to Tax matters or any other Action, either Party shall have reasonable access to such information until the applicable statute of limitations, if any, shall have expired, and provided, further, that in either case such access shall be subject to reasonable and customary restrictions with respect to confidentiality. Each Party shall have the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or copy any of such records at its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation own expense. Neither Party shall be conducted with reasonable advance notice required by this Section 6.1(a) to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations. Further, Buyer understands that it is the intention of CCI to dissolve the corporate entity and terminate all operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively following closing, which dissolution may take place prior to the Sellers’ Representative or such seven year term reflected above. (b) Seller and Buyer each agree to preserve, for at least seven years after the Closing Date, all material books, ledgers and other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: records that are (i) cause significant competitive harm reasonably related to the Company Parties Business or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction Acquired Assets and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilegein their possession; or (iii) contravene any provided, that each Party will preserve all such material books, ledgers and other records relating to Tax matters until expiration of the applicable Law, fiduciary duty or Contract entered into prior to the date statute of this Agreementlimitations. Notwithstanding the foregoing, Buyer understands that it is the intention of CCI to terminate all operations following Closing, which dissolution may take place prior to the Closingseven year term reflected above. (c) From and after the date of this Agreement and until the Closing Date or the earlier termination of this Agreement, Seller shall give Buyer shall not contact any suppliers toand Buyer’s employees and agents, or customers ofreasonable access upon reasonable notice during normal business hours to such information concerning the Seller and the Business as Buyer may reasonably request. (d) On and after the Closing Date, the Company, Seller and Buyer shall have no right to perform invasive will take all appropriate action and execute all documents, instruments or subsurface investigations conveyances of any kind which may be reasonably necessary or advisable to carry out the intent and purposes of this Agreement and the Transaction Agreements, including putting Buyer in possession and operating control of the Real Property, in each case, without Business and the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedAcquired Assets.

Access to Information. From the date hereof until the Closing--------------------- termination or the consummation of the Offer, the Sellers shallCompany will, and shall will cause its subsidiaries, and each of their respective officers, directors, employees, counsel, advisors, representatives and financing sources (collectively, the "Company Representatives"), to provide Purchaser and its officers, employees, ------------------------ counsel, advisors, representatives and financing sources (collectively, the "Purchaser Representatives") reasonable access (subject, however, to existing -------------------------- confidentiality and similar non-disclosure obligations and the preservation of attorney-client and work product privileges), during normal business hours and upon reasonable notice, to its officers and employees and to its offices and other facilities and to the books and records of the Company and its subsidiaries, and will permit Purchaser to make inspections of such as Purchaser may reasonably require, and will cause the Company to: (a) afford Buyer and its Representatives access to and the right Company's subsidiaries to inspect all of furnish Purchaser and the Company’s Real Property, properties, assets, premises, books Purchaser Representatives to the extent available with such other financial and records, contracts, agreements operating data and other documents and data related information with respect to the Company Parties; (b) furnish Buyer business and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the CompanyCompany and its subsidiaries as Purchaser may from time to time reasonably request. All requests Unless otherwise required by Buyer for access law, Purchaser will, and will cause the Purchaser Representatives to, hold any such information in confidence until such time as such information otherwise becomes publicly available through no wrongful act of Purchaser or the Purchaser Representatives. No investigation pursuant to this Section 7.2 6.02 shall be submitted affect any representations or directed exclusively warranties of the parties ------------ herein or the conditions to the Sellers’ Representative or such other individuals as obligations of the Sellers may designate in writing from time to timeparties hereto. Notwithstanding anything to In the contrary in event of termination of this AgreementAgreement for any reason, neither Purchaser will, and will cause the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely Purchaser Representatives to: (i) cause significant competitive harm , return to the Company Parties or destroy all copies of written information furnished by the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real PropertyCompany Representatives to Purchaser or the Purchaser Representatives and destroy such portion of all memoranda, in each case, without notes and other writings prepared by Purchaser or the prior written consent Purchaser Representatives based upon or including the information furnished by the Company or any of the Sellers, which consent shall not be unreasonably withheld, delayed Company Representatives to the Purchaser or conditionedthe Purchaser Representatives (and Purchaser will certify to the Company that such destruction has occurred).

Access to Information. From (a) To the extent permitted by applicable Law, from the date hereof until the Closingearlier of the Closing and the termination of this Agreement, the Sellers Seller shall, and shall cause the Company to: to (ai) afford provide the Buyer and its Representatives access with reasonable access, upon reasonable prior notice and during normal business hours, to and the right to inspect all of the Company’s Real Propertypersonnel, assets, properties, assets, premises, and books and records, contracts, agreements and other documents and data related to records of the Company Parties; and the Business, and (bii) furnish the Buyer and its Representatives with such financial, operating information and other data and information related to concerning the Company Parties and the Business as the Buyer or any of its Representatives may reasonably request; request (including the preparation of internal monthly forecasts and (c) instruct management accounts which shall be shared with the Representatives Buyer as soon as reasonably practical following the production of Sellers and the Company to cooperate fully with Buyer in its investigation of the Companysuch); provided, however, that any such investigation access (i) shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal Business or operations of the Company. All requests Company (ii) Buyer and its Representatives shall not contact or otherwise communicate with the customers or suppliers of the Company (other than contact or other communications with such customers or suppliers by Buyer for access pursuant in the ordinary course of business and not related to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are Agreement) unless, in each instance, approved in writing in advance by the Company, such approval not consummatedto be unreasonably withheld or delayed, provided that disclosure of the Transaction and (iii) such access shall not require the Company Business after Closing to allow any environmental testing or sampling and (iv) for the avoidance of doubt, nothing herein shall require the Company to furnish to Buyer, or provide Buyer with access to, information that would (A) violate any applicable Law or Order; or (B) reasonably be deemed not expected to cause competitive harm; (ii) jeopardize result in the loss of any attorney-client or other legal privilege; . (b) Any information provided to or obtained by the Buyer or its authorized Representatives pursuant to Section ‎7.2(a) above shall be “Confidential Information” as defined in the Nondisclosure Letter Agreement, dated as of March 9, 2021, by and between Buyer and Seller (iii) contravene any applicable Lawthe “Confidentiality Agreement”), fiduciary duty or Contract entered into prior and shall be held by the Buyer, and Buyer shall cause it to be held by Buyer’s Representatives in accordance with and be subject to the date terms of the Confidentiality Agreement. The terms of the Confidentiality Agreement shall continue in full force and effect until the Closing, at which time the Confidentiality Agreement shall terminate. In the event of the termination of this Agreement. Notwithstanding the foregoing, Agreement for any reason prior to the Closing, Buyer the Confidentiality Agreement shall not contact any suppliers to, or customers of, the Company, continue in full force and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, effect in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedaccordance with its terms.

Access to Information. From the date hereof until Prior to the Closing, the Company and the Asset Sellers shallshall (i) provide Purchaser and its officers, directors, managers, employees, agents, counsel, accountants, investment bankers, financial advisors, representatives, consultants and shall cause financing sources (collectively, the “Purchaser Representatives”) reasonable access, upon reasonable notice and during normal business hours, to the offices, facilities, books and records of the Company to: (a) afford Buyer and its Representatives access to and the right Business and to inspect all of the Company’s Real Propertyand the Business’s executive officers, propertiesdirectors, assetsmanagers, premisesagents, books counsel, accountants, investment bankers, financial advisors and recordsrepresentatives (collectively, contractsthe “Company Representatives”), agreements and (ii) furnish or make available to Purchaser and the Purchaser Representatives such financial and operating data and such other documents and data related information with respect to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to Business as Purchaser or the Company Parties as Buyer or any of its Purchaser Representatives may from time to time reasonably request; and (c) instruct the Representatives of Sellers . Purchaser and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that Purchaser Representatives shall conduct any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and activities in such a manner as to minimize the disruption to, and not to unreasonably interfere with with, the normal Business and the operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to , the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction Stockholder and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this AgreementAsset Sellers. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of neither Purchaser nor any of the Real PropertyPurchaser Representatives shall contact any employee, officer, director, independent contractor, supplier, vendor, or franchisee of the Stockholder, the Company or any Asset Seller or their Affiliates in each caseconnection with any information or matter regarding the Company or the Business or their business, operations or prospects, without the prior written consent of the SellersCompany, which consent shall not to be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, the Company and the Asset Sellers may withhold (i) information that, if disclosed, would violate an attorney client or other privilege or would constitute a waiver of rights as to attorney work product or attorney client privilege (provided that such privilege or attorney work product cannot be adequately protected through a joint defense or common interest agreement between Purchaser and the Company, the Stockholder or the Asset Sellers), or (ii) information, the disclosure of which would violate applicable Law, such as portions of documents or information relating to pricing or other matters that are highly sensitive, if the exchange of such documents (or portions thereof) or information, as determined by the Stockholder’s legal counsel, might reasonably result in antitrust compliance questions for such party (or any of its Affiliates). If any material is withheld by the Company or an Asset Seller pursuant to the preceding sentence, the withholding party shall inform Purchaser as to the general nature of what is being withheld. Except as otherwise agreed to by the Company, and notwithstanding termination of this Agreement, the terms and provisions of the Confidentiality Agreement, dated as of December 15, 2017 (the “Confidentiality Agreement”), between Red Lion Hotels Corporation and the Stockholder shall apply to all information furnished to Purchaser or any Purchaser Representative by any Company Representative under this Agreement.

Access to Information. From the date hereof until the Closing, the Sellers shall, and shall cause the Company to: (a) afford Buyer and its Representatives access Subject to and Section 4.4 hereof, until the right to inspect all earlier of the Company’s Real PropertyClosing or the termination of this Agreement, Seller shall cause its officers, directors, employees and other agents to afford the officers, directors, employees and other agents of Buyer reasonable access during normal business hours to the officers, directors, employees, agents, properties, assets, premises, offices and other facilities of the Company and its Subsidiaries and their books and records, contracts, agreements and other documents and data related to the Company Parties; (b) shall furnish Buyer and its Representatives with such financial, operating and other data and information related with respect to the Company Parties and its Subsidiaries, as Buyer Buyer, through its officers, employees or any of its Representatives agents, may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with . In exercising its rights hereunder, Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner conduct itself so as not to unreasonably interfere with in the normal operations conduct of the Companybusiness of the Company and its Subsidiaries prior to Closing. All requests Buyer acknowledges and agrees that any contact by Buyer for access pursuant to this Section 7.2 and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be submitted or directed exclusively arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to timeany specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither the Sellers Seller nor any of its Affiliates (including the Company Parties and its Subsidiaries) shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: or any agent or representative thereof any (i) cause significant competitive harm information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company Parties and its Subsidiaries. (b) After the Closing, upon reasonable written notice, Buyer shall furnish or cause to be furnished to Seller and its counsel, agents and representatives access, during normal business hours, to such information and assistance relating to the Company and its Subsidiaries as is necessary for (i) any financial reporting and accounting matters, the preparation and filing of any Tax Return, the defense of any Tax claim or assessment, or in connection with any disclosure obligation or the Company Business if the transactions contemplated by this Agreement are not consummateddefense of any Action, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; or (ii) jeopardize attorneywith Buyer’s consent, which shall not be unreasonably withheld or delayed, any other reasonable business purpose. Seller shall reimburse the Company for reasonable out-client privilege; or of-pocket costs and expenses incurred in assisting Seller pursuant to this Section 4.5(b). (iiic) contravene any To the extent permitted by applicable LawLaws, fiduciary duty or Contract entered into prior to within one (1) Business Day after the date of this Agreement. Notwithstanding , Seller shall provide, or shall cause the foregoing, prior Company to the Closingprovide, Buyer shall not contact any suppliers to, or customers of, with the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any information called for by the templates attached hereto as Exhibit C for each employee of the Real Property, Company and its Subsidiaries other than Canadian employees and temporary employees (the “Employee Data”). The Employee Data shall be provided to Buyer electronically in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned.Microsoft Excel

Access to Information. From Upon reasonable notice to Seller, Buyer --------------------- shall have access, during normal business hours, to Seller's books, records, and files related to the date hereof until Business or the Closing, the Sellers shallProperty, and shall cause the Company to: (a) afford Buyer and its Representatives access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives with be furnished such financial, operating and other data and information related to the Company Parties purchase as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company request for purposes incident to cooperate fully with Buyer in its investigation of the Companythis Agreement; provided, however, that any (1) such investigation access shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with Seller's business operations; and (2) in the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if event the transactions contemplated by this Agreement are not consummatedconsummated for any reason, Buyer shall promptly return to Seller any and all documents, theretofore furnished by Seller to Buyer. To the extent not previously provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable LawBuyer, fiduciary duty or Contract entered into prior to the date as soon as practical following execution of this Agreement. Notwithstanding the foregoing, prior Seller shall provide to Buyer or give Buyer access to the Closingfollowing documentation: (1) Copies of all documents of title to titled property, Buyer shall not contact any suppliers toincluding exceptions thereto, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of kind or description relating to the Real Property, Purchased Assets and Business; (2) Copies of all Permits and contracts; (3) Such other documents as are deemed reasonably necessary by Buyer to carry out its due diligence investigation prior to the Closing Date. Until the Closing Date, Buyer and its principals will retain all such information regarding the Business in each caseconfidence, will not disclose such information to any third party other than to authorized agents, attorneys, accountants, Buyer's banks and other necessary parties without the prior written consent permission of Seller, and will use such information only for the purposes of completing the transactions contemplated by this Agreement. In addition, any information regarding the Seller and its subsidiaries beyond the scope of the SellersBusiness being conveyed by Seller to Buyer, which consent shall not be unreasonably withheld, delayed divulged or conditionedcommunicated by Buyer or any of its principals to any other person.

Access to Information. From (a) Between the date hereof until Execution Date and the ClosingClosing or the earlier termination of this Agreement, the Sellers shall, and shall cause the Company and its Subsidiaries to: , (ai) afford to the Buyer and its Representatives representatives reasonable access to all of its properties, books, Contracts and records, (ii) furnish to the right to inspect Buyer all information concerning the properties, books, Contracts, records and personnel of the Company and its Subsidiaries as Buyer may reasonably request (including the work papers of the Company’s Real Propertyindependent accountants upon receipt of any required consent from the Company’s independent accountants), properties, assets, premises, books and records, contracts, agreements and other documents and data related (iii) instruct the Company’s representatives to cooperate with the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer representatives in its investigation of the CompanyBuyer’s reasonable investigation; provided, however, that the Company and/or the relevant Subsidiary may restrict the foregoing access to the extent that, in the Company’s sole discretion, (A) any Law requires the Company and/or the relevant Subsidiary to restrict or prohibit access to any such investigation shall be conducted with reasonable advance notice properties or information, (B) the disclosure of such information to the Sellers’ Representative, under the supervision of Sellers’ designated personnel Buyer or its representatives would violate confidentiality obligations owed to a third party and such confidentiality obligations were in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively effect prior to the Sellers’ Representative or execution and delivery of this Agreement and/or such other individuals as the Sellers may designate in writing from time confidentiality obligations arose prior to time. Notwithstanding anything to the contrary in this AgreementClosing, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure (C) it would be reasonably likely to: (i) cause significant competitive harm to Sellers, the Company Parties or the Company Business Company, any of its Subsidiaries and their respective businesses if the transactions contemplated by this Agreement Contemplated Transactions are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; or (iiiv) it would jeopardize any attorney-client or other privilege; or (iii. Any investigation pursuant to this Section 6.02(a) contravene any applicable Law, fiduciary duty or Contract entered into prior shall be conducted in such manner as not to interfere unreasonably with the date conduct of this Agreementthe business of the Company and/or the relevant Subsidiary. Notwithstanding the foregoing, prior Prior to the Closing, without the prior written consent of the Company, Buyer shall not contact any suppliers to, or customers of, the CompanyCompany or any of its Subsidiaries, and Buyer shall have no right to perform invasive or subsurface investigations of the Leased Real Property. The rights to access information as provided in this Section 6.02 shall apply mutatis mutandis to the Company (as the entitled party) in respect of the Buyer. (b) Between the Execution Date and the Closing or the earlier termination of this Agreement, the Buyer shall, and shall cause its Subsidiaries to, (i) afford to the Company and its representatives reasonable access to all of its properties, books, Contracts and records, (ii) furnish to the Company all information concerning the properties, books, Contracts, records and personnel of the Buyer and its Subsidiaries as the Company may reasonably request (including the work papers of the Buyer’s independent accountants upon receipt of any required consent from the Company’s independent accountants), and (iii) instruct the Buyer’s representatives to cooperate with the Company and its representatives in Company’s reasonable investigation; provided, however, that the Buyer and/or the relevant Subsidiary may restrict the foregoing access to the extent that, in the Buyer’s sole discretion, (A) any Law requires the Buyer and/or the relevant Subsidiary to restrict or prohibit access to any such properties or information, (B) the disclosure of such information to the Company or its representatives would violate confidentiality obligations owed to a third party and such confidentiality obligations were in effect prior to the execution and delivery of this Agreement and/or such confidentiality obligations arose prior to Closing, (C) it would cause significant competitive harm to the Buyer, any of its Subsidiaries and their respective businesses if the Real PropertyContemplated Transactions are not consummated, or (D) it would jeopardize any attorney-client or other privilege. Any investigation pursuant to this Section 6.02(b) shall be conducted in each casesuch manner as not to interfere unreasonably with the conduct of the business of the Buyer and/or the relevant Subsidiary. Prior to the Closing, without the prior written consent of the SellersBuyer, which consent Company shall not contact any suppliers to, or customers of, the Buyer or any of its Subsidiaries, and Company shall have no right to perform invasive or subsurface investigations of the Leased Real Property. (c) All information shared between the Parties pursuant to the shall be unreasonably withheldsubject to the Mutual Non-Disclosure Agreement dated August 31, delayed or conditioned2020 (the “Mutual NDA”).

Access to Information. From the date hereof until the Closing(a) Upon reasonable prior notice and subject to applicable law, the Sellers Company shall, and shall cause each of its Subsidiaries to, afford to the Company to: directors, officers, managers, members, partners, employees, investment bankers, advisors, consultants, accountants, counsel, lenders, agents and representatives (acollectively “Representatives”) afford Buyer and of Parent access, during normal business hours during the period prior to the Effective Time, to all its Representatives access to and the right to inspect all of the Company’s Real Property, properties, assetsbooks, premisescontracts, books commitments and records, contractsand to its officers, agreements employees, accountants, counsel and other documents and data related representatives, in each case in a manner not unreasonably disruptive to the operation of the business of the Company Parties; (b) furnish Buyer and its Representatives with Subsidiaries, and, during such financialperiod, operating and other data and information related to the Company Parties shall, and shall cause its Subsidiaries to, make available to Parent all information concerning its business, properties and personnel as Buyer or any of its Representatives Parent may reasonably request; and (c) instruct . At the Representatives request of Sellers and Parent, the Company shall use its commercially reasonable efforts to cooperate fully comply with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, obligations under the supervision of Sellers’ designated personnel preceding sentence by providing electronic access to such documents and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to timeinformation. Notwithstanding anything to the contrary in any other provision of this Agreement, neither the Sellers Company nor the Company Parties any of its Subsidiaries shall be required to provide access to or to disclose any information to Buyer if where such access or disclosure would be reasonably likely to: (iA) cause significant competitive harm to violate or prejudice the Company Parties rights of its customers or the Company Business if the transactions contemplated by this Agreement are not consummatedemployees, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (iiB) jeopardize the attorney-client privilege; privilege of the institution in possession or control of such information, (iiiC) contravene contravene, violate or breach any applicable Lawlaw, rule, regulation, order, judgment, decree, fiduciary duty or Contract binding agreement entered into prior to the date of this Agreement. Notwithstanding Agreement in the foregoing, prior ordinary course of business consistent with past practice or (D) be adverse to the Closinginterests of the Company or any of its Subsidiaries in any pending or threatened litigation between the parties hereto over the terms of this Agreement. (b) All information and materials furnished pursuant to this Agreement shall be subject to the provisions of the Confidentiality Agreement, Buyer shall not contact dated June 6, 2018, between Parent and the Company (the “Confidentiality Agreement”). The Company makes no representation or warranty as to the accuracy of any suppliers to, or customers of, the Companyinformation provided pursuant to Section 7.2(a), and Buyer shall have no right to perform invasive or subsurface investigations neither Parent nor Merger Sub may rely on the accuracy of any of the Real Propertysuch information, in each case, without case other than as expressly set forth in the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedCompany’s representations and warranties contained in Section 4.

Access to Information. From the date hereof until the ClosingClosing or the termination of this Agreement, the Sellers Seller shall, and shall cause the Company and each Subsidiary to: , (a) afford Buyer and its Representatives access reasonable access, during normal business hours and upon reasonable prior notice, to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements Contracts and other documents and data related to the Company Partiesand its Subsidiaries; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties and its Subsidiaries as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers Seller and the Company to reasonably cooperate fully with Buyer in its due diligence investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel Company and in such a manner as not to unreasonably interfere with the normal operations of the Companyits Subsidiaries. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding Without limiting the foregoing, prior Seller shall permit Buyer and its Representatives to conduct environmental due diligence of the ClosingCompany and its Subsidiaries and the Real Property, including the collecting and analysis of samples of indoor or outdoor air, surface water, groundwater or surface or subsurface land on, at, in, under or from the Company and its Subsidiaries and the Real Property, provided, that, Buyer shall not contact conduct any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, testing without the Seller’s prior written consent of the Sellers, (which consent shall not be unreasonably withheld, delayed or conditioned) and Buyer shall restore the Real Property to the same condition it was in immediately prior to such testing at Buyer’s sole cost and expense. Any investigation pursuant to this Section 4.02 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller or the Company and in a manner consistent with applicable Law and provisions of leases or other Contracts applicable to such investigations, if any. Buyer shall and shall cause its Representatives to hold all information received from Seller, the Company or any Subsidiary, directly or indirectly, in confidence in accordance with, and shall otherwise abide by and be subject to, the terms and conditions of that certain Mutual Confidentiality and Non-Disclosure Agreement, dated as of March 13, 2014 between Buyer and Seller.

Access to Information. From After the date hereof until hereof, subject to any existing confidentiality restrictions and to applicable law, Seller shall afford to the Closingofficers, employees and authorized representatives of Buyer reasonable access during normal business hours, upon reasonable advance notice, to the Sellers shalloffices, properties and business and financial records of the Companies to the extent Buyer shall reasonably deem necessary or desirable and shall cause the Company to: (a) afford Buyer and its Representatives access furnish to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may authorized represen tatives such additional information concerning the Companies as shall be reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with requested. Buyer in its investigation of the Company; provided, however, agrees that any such investigation shall be conducted in a manner that shall not interfere unreasonably with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the CompanyCompanies or Seller. All Buyer requests by Buyer for such access pursuant to this Section 7.2 shall be submitted made to such representatives of Seller as Seller shall designate, who shall be solely responsible for coordinating all such requests and all such access hereunder. It is further understood and agreed that neither Buyer nor its representatives shall contact any employees, customers, suppliers or directed exclusively to other associates or Affiliates of Seller or the Sellers’ Representative or Companies in connection with the transactions contemplated hereby, in any manner whatsoever, without prior authorization of such other individuals representatives of Seller as the Sellers Seller may designate in writing from time (which authorization shall not be unreasonably withheld or delayed). If, as of the date hereof or at anytime hereafter up to time. Notwithstanding anything to and including the contrary Closing Date, Buyer or its officers, employees or authorized representatives discover any breach of any warranty or any inaccuracy of any representation contained in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided covenants that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, it will promptly so inform Seller in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedwriting.

Access to Information. From Sellers agree that, prior to the date hereof until Closing Date, Purchaser shall be entitled, through its officers, employees and representatives (including, without limitation, its legal advisors and accountants), to make such investigation of the Closingproperties, businesses and operations of the Business and such examination of the books and records of the Business, the Purchased Assets and the Assumed Liabilities as it reasonably requests and to make extracts and copies of such books and records. Any such investigation and examination shall be conducted during regular business hours upon reasonable advance notice and under reasonable circumstances and shall be subject to restrictions under applicable Law. Sellers shall, and shall cause the Company to: (a) afford Buyer officers, employees, consultants, agents, accountants, attorneys and other representatives of Sellers to cooperate with Purchaser and Purchaser’s representatives in connection with such investigation and examination, and Purchaser and its Representatives access representatives shall cooperate with Sellers and their representatives and shall use their reasonable efforts to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related minimize any disruption to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related Business. Notwithstanding anything herein to the Company Parties as Buyer contrary, no such investigation or examination shall be permitted to the extent that it would require Sellers to disclose information subject to attorney-client privilege or conflict with any of its Representatives may reasonably request; and (c) instruct the Representatives confidentiality obligations to which any Seller is bound. Purchaser will not contact any employee, customer or supplier of Sellers and with respect to this Agreement without the Company to cooperate fully with Buyer in its investigation prior written consent of the CompanySellers (which such consent will not be unreasonably withheld or delayed); provided, however, that any such investigation so long as there is no disruption to the Business and Purchaser’s conduct is in accordance with the reasonable requirements of Sellers, Purchaser shall be conducted entitled to contact and engage in discussions with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm counterparties to the Company Parties Assumed Contracts and Assumed Executory Contracts in connection with Purchaser’s attempt to negotiate amounts necessary to cure any breach or the Company Business if the transactions contemplated by this Agreement are not consummateddefault under such contracts, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or Sellers’ vendors and (iii) contravene any applicable LawSeller’s customers, fiduciary duty or Contract entered into prior and, Sellers shall cooperate with Purchaser to facilitate such contact and discussions between Purchaser and such counterparties, vendors and customers. Promptly following the date of this Agreement. Notwithstanding , Sellers shall provide Purchaser with contact information for Seller’s customers and suppliers and notwithstanding any agreement between the foregoing, prior parties to the Closingcontrary, Buyer Purchaser shall not be entitled to contact any suppliers to, or such customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedsuppliers.

Access to Information. From the date hereof until the Closingearlier of the Closing Date or the date this Agreement terminates in accordance with Article XI, the Sellers Company shall, and shall cause the Company to: each of its Subsidiaries to (a) afford Buyer give the Buyer, its counsel, financial advisors, auditors and its Representatives other representatives, at the sole expense of the Buyer, reasonable access to and the right to inspect all of the Company’s Real Propertyoffices, properties, assets, premises, books and records, contracts, agreements and other documents and data related to records of the Company Partiesand its Subsidiaries; (b) furnish Buyer and to the Buyer, its Representatives with such financialcounsel, operating financial advisors, auditors and other data and representatives such information related relating to the Company Parties as Buyer or any of its Representatives Subsidiaries as may be reasonably requestrequested, including such information as is necessary for the Buyer to comply with GAAP in respect of the Purchased Interests (including information necessary to determine the value of any intangibles of the Company); and (c) instruct the Representatives employees, counsel, accountants and other advisors of Sellers and the Company or any of its Subsidiaries to cooperate fully with the Buyer in its investigation of the Company; provided, however, Company and any of its Subsidiaries provided that any such investigation access and review shall be granted and conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to interfere unreasonably interfere with the normal operations conduct of the business of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to the Buyer or its counsel, advisors or representatives if such disclosure doing so would be reasonably likely to: in the written opinion of outside counsel to the Sellers delivered to the Buyer (i) cause significant competitive harm violate any agreement or Law to which the Sellers the Company Parties or its Subsidiaries is a party or to which Sellers, the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; or its Subsidiaries is subject or (ii) jeopardize attorney-client privilege; result in the waiver of any legal privilege or (iii) contravene work product protection of the Sellers or any applicable Law, fiduciary duty or Contract entered into prior of their Affiliates. Any information provided pursuant to this Section 7.3 shall be subject to the date terms of this the Confidentiality Agreement, dated September 19, 2011, between the Company and Buyer (the “Confidentiality Agreement”). Notwithstanding the foregoingThe Confidentiality Agreement shall terminate automatically, prior to without any action by any party, upon the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned.

Access to Information. From the date hereof until the Closing, the Sellers shall, and shall cause the Company to: (a) afford Buyer and its Representatives access to Between the date of this Agreement and the right earlier of the Effective Time or the termination of this Agreement, upon reasonable notice, the Company shall (i) give Parent, Merger Sub and their respective officers, employees, accountants, counsel, financing sources and other agents and representatives full access, during business hours, to inspect all buildings, offices, and other facilities and to all Books and Records of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to whether located on the premises of the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harmat another location; (ii) jeopardize attorney-client privilegepermit Parent and Merger Sub to make such inspections as they may require; or (iii) contravene any applicable Lawcause its officers to furnish Parent and Merger Sub such financial, fiduciary duty or Contract entered into prior operating, technical and product data, and other information with respect to the date business and Assets and Properties of this Agreement. Notwithstanding the foregoingCompany as Parent and Merger Sub from time to time may reasonably request, prior including financial statements and schedules; (iv) allow Parent and Merger Sub the opportunity to interview such employees and other personnel and Affiliates of the Closing, Buyer shall not contact any suppliers to, or customers of, Company with the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the ’s prior written consent of the Sellersconsent, which consent shall not be unreasonably withheldwithheld or delayed; and (v) assist and cooperate with Parent and Merger Sub in the development of integration plans for implementation by Parent and the Surviving Corporation following the Effective Time; provided, delayed however, that no investigation pursuant to this Section 6.3(a) shall affect or conditionedbe deemed to modify any representation or warranty made by the Company herein. Materials furnished to Parent pursuant to this Section 6.3(a) may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated hereby. (b) Between the date of this Agreement and the earlier of the Effective Time or the termination of this Agreement, upon reasonable notice, the Parent shall (i) give the Company and its respective officers, employees, accountants, counsel, financing sources and other agents and representatives full access, during business hours, to all buildings, offices, and other facilities and to all Books and Records of the Parent and Merger Sub, whether located on the premises of the Parent or at another location; (ii) permit the Company to make such inspections as it may require; (iii) cause its officers to furnish the Company such financial, operating, technical and product data, and other information with respect to the business and Assets and Properties of the Parent and Merger Sub as the Company from time to time may reasonably request, including financial statements and schedules; and (iv) allow the Company the opportunity to interview such employees and other personnel and Affiliates of the Parent with the Parent’s prior written consent, which consent shall not be unreasonably withheld or delayed; provided, however, that no investigation pursuant to this Section 6.3(b) shall affect or be deemed to modify any representation or warranty made by the Parent or Merger Sub herein.

Access to Information. From the date hereof until the Closingearlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Sellers shall, Acquirer and the Target Company shall cause the Company to: (a) afford Buyer provide to the Other Party, its legal counsel and its other Representatives reasonable access to its offices, properties and the right to inspect all of the Company’s Real PropertyBooks and Records, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company Parties; (b) furnish Buyer and to the Other Party, its Representatives with such financial, operating legal counsel and other data and Representatives such information related relating to the Company Parties its business as Buyer or any of its Representatives such Persons may reasonably request; request and (c) instruct the cause its employees, legal counsel, accountants and Representatives of Sellers and the Target Company to reasonably cooperate fully with Buyer the Other Party in its investigation of its business; provided that no investigation pursuant to this Section (or any investigation prior to the Company; provideddate hereof) shall affect any representation or warranty given hereunder and, howeverprovided further, that any such investigation pursuant to this Section shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to interfere unreasonably interfere with the normal operations conduct of the Other Party’s business. Neither the Acquirer, the Target Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties any their respective Subsidiaries shall be required to provide access to or disclose any information to Buyer if where such access or disclosure would be reasonably likely to: (i) cause significant competitive harm to jeopardize the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure protection of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; privilege or (iii) contravene any applicable Law, fiduciary duty Law (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or Contract entered into prior to the date of this Agreementcontravention. Notwithstanding the foregoing, prior Prior to the Closing, Buyer Acquirer and its Representatives shall not contact or communicate with the employees, contractors, customers, suppliers, regulators and other business relations of the Target Company in connection with the transactions contemplated hereby except (i) in connection with obtaining any suppliers toConsent required in connection with this Agreement or the transactions contemplated hereby, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without (ii) with the prior written consent of the Sellers, Target Company (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), provided that the Target Company shall have the right to have a Representative present during any such contact in the event that it consents to such contact.

Access to Information. (a) From the date hereof until the ClosingClosing Date, the Sellers shallupon reasonable notice, and Seller shall cause each of its Affiliates, officers, directors, employees, agents, representatives, accountants, counsel and financial advisors to (i) give Buyer, its counsel, financial advisors, auditors and other authorized representatives full access during normal business hours to the Company to: (a) afford Buyer and its Representatives access to and the right to inspect all of the Company’s Real Propertyoffices, properties, assets, premises, books and recordsrecords of the Business, contracts(ii) furnish to Buyer, agreements its counsel, financial advisors, auditors and other documents authorized representatives such financial and operating data related and other information relating to the Company Parties; Business as such Persons may from time to time reasonably request and (biii) furnish Buyer instruct the officers, directors, employees, agents, representatives, accountants, counsel and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer financial advisors of Seller or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company Affiliates to cooperate fully with Buyer in its investigation of the CompanyBusiness; providedPROVIDED, howeverHOWEVER, that any such investigation pursuant to this Section 5.02 shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations Business and shall be subject to the terms of the CompanyConfidentiality Agreement. All requests No investigation by Buyer for access pursuant to this Section 7.2 or other information received by Buyer shall be submitted operate as a waiver or directed exclusively to otherwise affect any representation, warranty or agreement given or made by either Seller or the Sellers’ Representative Majority Stockholder hereunder or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Voting Agreement, neither respectively. (b) On and after the Sellers nor the Company Parties shall be required Closing Date, Seller and its Affiliates will hold, and will use their reasonable best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose any by judicial or administrative process or by other requirements of law, all confidential documents and information to Buyer if such disclosure would be reasonably likely to: concerning the Buyer, Buyer's Affiliates and the Business. (c) On and after the Closing Date, Seller will, for a period of seven (7) years after the Closing Date (i) cause significant competitive harm retain the books of account, financial and other records (including accountants' work papers) of Seller that relate to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Purchased Assets for periods prior to the Closing in a manner reasonably consistent with prior practice of Seller or send such books and records to Buyer, who shall be deemed not to cause competitive harm; retain such books and records for such period and (ii) jeopardize attorney-client privilege; or afford promptly to Buyer and its agents reasonable access to its books of account, financial and other records (iii) contravene any applicable Lawincluding accountant's work papers), fiduciary duty or Contract entered into prior information, employees and auditors to the date of this Agreement. Notwithstanding the foregoingextent necessary or useful for Buyer in connection with any audit, prior investigation, dispute or litigation or 44 any other reasonable business purpose relating to the Closing, Business; PROVIDED that any such access by Buyer shall not contact any suppliers to, or customers of, unreasonably interfere with the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any conduct of the Real Property, in each case, without the prior written consent businesses or operations of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedSeller.

Access to Information. From the date hereof until the ClosingUpon reasonable notice, the Sellers shall, Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants, consultants and debt financing sources and other authorized representatives (“Representatives”) of Parent reasonable access, in a manner not disruptive to the operations of the business of the Company to: (a) afford Buyer and its Representatives access Subsidiaries, during normal business hours and upon reasonable notice throughout the period prior to and the right Effective Time, to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements records of the Company and other documents its Subsidiaries and data related to the officers and employees of the Company Parties; and its Subsidiaries, and during such period, shall (band shall cause each of its Subsidiaries to) furnish Buyer promptly to such Representatives all information concerning the business, properties and personnel of the Company and its Representatives with such financial, operating and other data and information related to the Company Parties Subsidiaries as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Companybe requested; provided, however, that any such investigation nothing herein shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor require the Company Parties shall be required or any of its Subsidiaries to disclose any information to Buyer Parent or Sub if such disclosure would be reasonably likely to: would, in the reasonable judgment of the Company, (i) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party (provided, that at the request of Parent, the Company shall use its commercially reasonable efforts to obtain the consent of any such party to such disclosure) or (ii) jeopardize any attorney-client or other legal privilege; provided further, however, that nothing herein shall authorize Parent or its Representatives to undertake any environmental investigations or sampling at any of the properties owned, operated or leased by the Company or its Subsidiaries. Parent agrees that it will not, and will cause significant its Representatives not to, use any information obtained pursuant to this Section 6.2 for any competitive harm or other purpose unrelated to the Company Parties or the Company Business if consummation of the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding The confidentiality agreement, dated February 22, 2007 (the foregoing“Confidentiality Agreement”), prior to the Closingbetween UBS Securities LLC, Buyer shall not contact any suppliers to, or customers of, as representative of the Company, and Buyer Platinum Equity Advisors, LLC shall have no right apply with respect to perform invasive or subsurface investigations of any of information furnished by the Real PropertyCompany, in each caseits Subsidiaries and the Company’s officers, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedemployees and other Representatives hereunder.

Access to Information. From the date hereof until the Closing, the The Sellers shall, and shall cause the Company to: and its Subsidiaries to afford Purchaser and its accountants, counsel and other representatives reasonable access to (a) afford Buyer and its Representatives access to and the right to inspect all of the Company’s Real Property, properties, assetsbooks, premisesContracts, books commitments and records, contracts, agreements and other documents and data related to records of the Company Parties; and its Subsidiaries, including all Company Intellectual Property and Company Products, (b) furnish Buyer all other information concerning the business, properties and personnel (subject to restrictions imposed by applicable law) of the Company and its Representatives with such financial, operating and other data and information related to the Company Parties Subsidiaries as Buyer or any of its Representatives Purchaser may reasonably request; , and (c) instruct the Representatives executive Senior Managers of Sellers and the Company to cooperate fully with Buyer in its investigation and any additional Employees of the CompanyCompany or its Subsidiaries as reasonably requested by Purchaser. The Sellers shall cause the Company and its Subsidiaries to provide to Purchaser and its accountants, counsel and other representatives copies of internal financial statements (including Tax Returns and supporting documentation) promptly upon request; provided, however, that no information discovered through the access afforded by this Section 6.1 shall (x) limit or otherwise affect any remedies available to the Party receiving such investigation shall notice, (y) constitute an acknowledgment or admission of a breach of this Agreement, or (z) be conducted with reasonable advance notice deemed to amend or supplement the Sellers’ RepresentativeDisclosure Schedule or prevent or cure any misrepresentations, under breach of warranty or breach of covenant. For the supervision avoidance of Sellers’ designated personnel doubt, the right to indemnification, payment of Losses or any other remedy will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and in such a manner as not to unreasonably interfere delivery of this Agreement or the Closing Date, with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively respect to the Sellers’ Representative accuracy or such other individuals as inaccuracy of or compliance with, any representation, warranty, covenant or agreement made by the Sellers may designate in writing from time or any other matter. The waiver of any condition based on the accuracy of any such representation or warranty, or on the performance of or compliance with any such covenant or agreement, will not affect the right to timeindemnification, payment of Losses, or any other remedy based on any such representation, warranty, covenant or agreement. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties No Indemnified Party shall be required to disclose show reliance on any information representation, warranty, certificate or other agreement in order for such Indemnified Party to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm entitled to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedindemnification hereunder.

Access to Information. From the date hereof until the ClosingEffective Time (or termination of this Agreement), the Sellers shallCompany shall give Parent, its counsel, financial advisors, auditors and shall cause other authorized Representatives full access at reasonable times to the Company to: (a) afford Buyer and its Representatives access to and the right to inspect all of the Company’s Real Propertyoffices, properties, assetspermits, premisesfiles, books and recordsrecords of the Company and its Subsidiaries, contractswill furnish to Parent, agreements its counsel, financial advisors, auditors and other documents authorized Representatives such financial and operating data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives such Persons may reasonably request; request and (c) will instruct the Representatives of Sellers Company's employees, counsel and the Company financial advisors to cooperate fully with Buyer Parent in its investigation of the Companyoperations, business and/or properties of the Company and its Subsidiaries, including in connection with any environmental assessment or assessments (which may include visual and physical inspections and testing); provided that no investigation pursuant to this Section shall affect any representation or warranty given by the Company to Parent hereunder and nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of law or any confidentiality agreement in effect as of the date of this Agreement. All nonpublic information provided to, or obtained by, Parent in connection with the transactions contemplated hereby shall be "Evaluation Material" for purposes of the Confidentiality Agreement previously executed by or on behalf of Parent and the Company (the "Confidentiality Agreement"); provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding notwithstanding anything to the contrary contained in the Confidentiality Agreement or this Agreement, neither the Sellers nor nothing shall prohibit Parent or Merger Subsidiary from including, after prior consultation with the Company Parties shall be required or its Representatives, in the Schedule TO, the Offer to disclose Purchase, the other Tender Offer Documents or the Proxy Statement, any information that is required by law to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to disclosed therein in connection with the Company Parties purchase of Shares or the Company Business if solicitation of proxies in connection with the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction Offer and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable LawMerger, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedrespectively.

Access to Information. From (a) Until the date hereof until earlier of the ClosingClosing and the termination of this Agreement in accordance with Article VIII, to the extent permitted by Law and COVID-19 Measures, the Sellers shall, Company shall and shall cause its Representatives to afford the Representatives of Buyer reasonable access during normal business hours to the Service Providers, properties, offices and other facilities, books, and records of the Company, to the extent reasonably required for Buyer to (i) prepare disclosures with respect to the Company to: as required by the SPAC Acquisition Agreement, or any Form S-4, proxy statement or other filings made with the SEC or applicable stock exchanges in connection with the SPAC Transactions, (aii) afford Buyer and its Representatives access to and plan for the right to inspect all integration of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to business with the Company Parties; (b) furnish business of Buyer and its Representatives with such financial, operating and other data and information related to following the Company Parties as Buyer or any of its Representatives may reasonably request; Closing and (ciii) instruct otherwise facilitate the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation consummation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to Transactions. No information or knowledge obtained by Buyer during the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations pendency of the Company. All requests by Buyer for access Transactions in any investigation pursuant to this Section 7.2 6.09 shall be submitted affect or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; modify any representation, warranty, covenant, condition or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of obligation under this Agreement. Notwithstanding the foregoing, prior the Company will not be required to provide any information that the ClosingCompany reasonably determines in its good faith, Buyer shall not contact any suppliers tobased on the advice of the Company’s counsel, constitutes information protected by attorney-client or customers ofother similar privilege; provided that, the Company, and Company will attempt in good faith to use its commercially reasonable efforts to make such alternative arrangements as may be reasonably necessary to provide the relevant information to Buyer shall have no right in a way that would not jeopardize such privilege. All information provided by the Company to perform invasive or subsurface investigations of any Buyer hereunder will be kept confidential in accordance with the Confidentiality Agreement. (b) Until the earlier of the Real Property, Closing and the termination of this Agreement in each caseaccordance with Article VIII, without the prior written consent of the Sellers, Company (which consent shall will not be unreasonably withheld, delayed conditioned or conditioneddelayed), and except to the extent reasonably necessary for Buyer to prepare disclosures with respect to the Company as required by the SPAC Acquisition Agreement, or any Form S-4, proxy statement or other filings made with the SEC or applicable stock exchanges in connection with the SPAC Transactions, Buyer will not, and will cause its controlled affiliates and their respective officers, directors, employees and other Representatives not to, contact any Company Employees, customers, suppliers, landlords and other persons having material business relationships with the Company in connection with or pertaining to the Transactions or such person’s business relationship with the Company. In the event the Company provides such consent, a management employee of the Company will at all times be permitted to accompany Buyer’s Representative(s) to any meeting with such person and to participate with Buyer’s Representative(s) in any such discussions. (c) Except as prohibited by applicable Law, at any time after the Closing Date and until the sixth anniversary of the Closing Date, Buyer (or the SPAC Surviving Entity) will provide or cause to be provided to either of the Members and their respective affiliates and Representatives, as soon as reasonably practicable after written request therefor, any information in the possession or under the control of Buyer, the SPAC Surviving Entity or the Company that relates to the operation of the Business prior to the Closing and that such Member reasonably needs (i) to prepare its financial statements and Tax Returns or (ii) to comply with reporting, disclosure, filing or other requirements imposed on such Member (including under applicable securities and Tax Laws) by a Governmental Entity.

Access to Information. From the date hereof until the Closing, the Sellers Seller shall, and shall cause each of the Company to: (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data and, with Seller’s prior written consent (not to be unreasonably withheld, conditioned or delayed) officers, directors, employees, customers and other business relations, related to the Company PartiesCompany; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers Seller and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with during normal business hours upon reasonable advance notice to the Sellers’ RepresentativeSeller, under the supervision of Sellers’ designated Seller’s personnel and in such a manner as not to unreasonably materially interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 5.02 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers Seller nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely towould: (ix) cause significant material competitive harm to Seller, the Company Parties or the Company Business Company, and their respective businesses if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (iiy) jeopardize any attorney-client or other legal privilege; or (iiiz) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior Prior to the Closing, without the prior written consent of Seller, not to be unreasonably withheld, conditioned or delayed, Buyer shall not contact any suppliers to, or customers of, the Company. Prior to Closing, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, Property without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedSeller.

Access to Information. From the date hereof until the Closing, the Sellers Seller shall, and shall cause the Company to: (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company PartiesCompany; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers Seller and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with during normal business hours upon reasonable advance notice to the Sellers’ RepresentativeSeller, under the supervision of Sellers’ designated Seller’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 5.02 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers Seller nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely towould, in Seller’s sole discretion: (iw) cause significant competitive harm to Seller, the Company Parties or the Company Business and their respective businesses if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (iix) jeopardize any attorney-client or other privilege; or (iiiy) contravene any applicable Law, fiduciary duty or Contract binding agreement entered into prior to the date of this Agreement; or (z) reveal bids received from third parties in connection with transactions similar to those contemplated by this Agreement and any information and analysis (including financial analysis) relating to such bids. Notwithstanding the foregoing, prior Prior to the Closing, without the prior written consent of Seller, which may be withheld for any reason, Buyer shall not contact any suppliers to, or customers of, the Company, Company and Buyer shall have no right to perform invasive invasive, destructive or subsurface investigations of the Company’s properties or any other environmental sampling (such as indoor air sampling). Buyer shall, and shall cause its Representatives to, abide by the terms of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed Confidentiality Agreement with respect to any access or conditionedinformation provided pursuant to this Section 5.02.

Access to Information. (a) From the date hereof until the ClosingClosing Date or, the if earlier, termination of this Agreement, Sellers shallwill (i) give, and shall will cause the Company to: (a) afford and each of its Subsidiaries to give, Buyer and its Representatives access such reasonable access, at reasonable times and during normal business hours, to and the right to inspect all of the Company’s Real Propertysenior management, offices, properties, assets, premises, books and records, contracts, agreements and other documents and data related to records of the Company Partiesand its Subsidiaries, as Buyer may reasonably request from time to time; and (bi) furnish furnish, and cause the Company and each of its Subsidiaries to furnish, to Buyer and its Representatives with such financial, financial and operating data and other data and information related relating to the Company Parties and its Subsidiaries, as Buyer may reasonably request from time to time; provided that (A) any actions to be performed by Sellers, the Company or any of its Representatives may reasonably request; and (cSubsidiaries at the request of Buyer pursuant to this Section 5.03(a) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with performed only following reasonable advance prior written notice from Buyer to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to interfere unreasonably interfere with the normal conduct of the business and operations of the Company. All requests Company and its Subsidiaries, and so as not to unduly burden the management team or resources of the Company and its Subsidiaries (it being agreed that the terms of such access shall be based on reasonable access procedures specified by Sellers or, as applicable, customers or suppliers (after taking into account any proposals made by Buyer for access pursuant to this Section 7.2 in such regard)); and (B) all out-of-pocket costs incurred by the Company and its Subsidiaries in connection with such actions shall be submitted or directed exclusively to at the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreementexpense of Buyer; provided, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummatedfurther, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each casethat, without the prior written consent of Sellers, Buyer and its Representatives shall not be entitled to any such access, information or documents the disclosure of which is restricted by any Law or Order applicable to any Seller, the Company or any of its Subsidiaries. Notwithstanding anything to the contrary set forth herein, Buyer is not authorized to and shall not (and shall cause its Affiliates and its and their respective Representatives not to) (s) contact any customer, supplier, or other material business relation of the Company or any of its Subsidiaries in connection with the Contemplated Transactions; and (y) perform invasive or subsurface investigations of the Premises, in each case, prior to the Closing without the prior written consent of Sellers, which may be withheld for any reason or no reason. Buyer shall, and shall cause its Affiliates and its and their respective Representatives to, abide by the terms of the Confidentiality Agreement with respect to such access and any information furnished to it, its Affiliates or its or any of their respective Representatives pursuant to this Section 5.03(a). In connection with the access rights granted by this Section 5.03(a), Buyer covenants and agrees, for itself and on behalf of its Affiliates, that, prior to Closing, it and they will not enter into any agreements with any officers, directors or employees of the Company or any of its Subsidiaries without Sellers’ prior written consent. (b) From the date hereof until the Closing Date or, if earlier, termination of this Agreement, Buyer will (i) give each Seller and its Representatives such reasonable access, at reasonable times and during normal business hours, to the senior management, offices, properties, books and records of Buyer, as such Seller may reasonably request from time to time; and (i) furnish to each Seller and its Representatives such financial and operating data and other information relating to Buyer, as such Seller may reasonably request from time to time; provided that (A) any actions to be performed by Buyer at the request of any Seller pursuant to this Section 5.03(b) shall be performed only following reasonable prior written notice from such Seller to Buyer, in such manner as not to interfere unreasonably with the conduct of the business and operations of Buyer, and so as not to unduly burden the management team or resources of Buyer (it being agreed that the terms of such access shall be based on reasonable access procedures specified by Buyer); and (B) all out-of-pocket costs incurred by Buyer in connection with such actions shall be at the expense of such Seller; provided, further, that, without the prior written consent of Buyer, each Seller and its Representatives shall not be unreasonably withheldentitled to any such access, delayed information or conditioneddocuments (1) to the extent that access to, or disclosure of, such information or documents would, pursuant to the advice of Buyer’s legal counsel, waive or jeopardize, or reasonably be expected to waive or jeopardize, the attorney-client privilege or the application of the attorney-work-product doctrine; (2) the disclosure of which is restricted by any Law or Order applicable to Buyer; or (3) the disclosure of which would violate the terms and conditions of any confidentiality or similar agreements between Buyer, on the one hand, and a Third Party, on the other hand. Each Seller shall, and shall cause its Affiliates and its and their respective Representatives to, abide by the terms of the Confidentiality Agreement as if such Seller was a party thereto with respect to such access and any information furnished to it, its Affiliates or its or any of their respective Representatives pursuant to this Section 5.03(b).

Access to Information. From (a) The Seller agrees that, prior to the date hereof until the ClosingClosing Date, the Sellers shallSeller shall make available to the Purchaser, through its officers, employees and representatives (including, without limitation, its legal advisors and accountants), the properties, businesses, operations, books and records of TPC and Ocensa as the Purchaser reasonably requests and the Seller shall make extracts and copies of such books and records for delivery to the Purchaser, to the extent the Seller may do so in compliance with Law and applicable contractual requirements. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, and the Seller shall cooperate, and shall cause TPC to cooperate, fully therein. No investigation by the Company to: (a) afford Buyer and its Representatives access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into Purchaser prior to or after the date of this Agreement. Notwithstanding Agreement shall diminish or obviate any of the foregoingrepresentations, warranties, covenants or agreements of the Seller contained in this Agreement or the Seller Documents. (b) The Seller further agrees to cooperate with the Purchaser and to give the Purchaser and its representatives access to such information as may be necessary to effect a private placement of the Class B Shares with a third party purchaser on or prior to the ClosingClosing Date. Such cooperation shall include, Buyer shall not contact any suppliers towithout limitation, cooperation with the Purchaser in the preparation of a private placement or customers ofoffering memorandum, the Companypreparation and/or review of disclosure in the private placement or offering memorandum regarding the Seller, TPC, Ocensa, the Ocensa Agreement and the Related Documents as may be reasonably requested by Purchaser or its representatives, and Buyer shall have no right the taking of such other actions as are reasonably necessary to perform invasive or subsurface investigations of any effectuate a private placement of the Real Property, in each case, without Class B Shares on or prior to the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedClosing Date.

Access to Information. From the date hereof until the Closing, the Sellers Seller shall, and shall cause each member of the Company Group to: (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements Contracts and other documents and data related to such member of the Company PartiesGroup; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to such member of the Company Parties Group as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers Seller and such member of the Company Group to cooperate fully with Buyer in its investigation of the CompanyCompany Group; provided, however, that any such investigation shall be conducted with during normal business hours upon reasonable advance notice to the Sellers’ RepresentativeSeller, under the supervision of Sellers’ designated Seller’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the Companyapplicable member of the Company Group. All requests by Further, Buyer for access pursuant and its Representatives shall not conduct any testing of soil, groundwater, building materials, equipment or other component of the environment or the assets without the prior written consent of Seller and subject to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals conditions as the Sellers Seller may designate reasonably require in writing from time to timeits sole discretion. Notwithstanding anything to the contrary in this Agreement, neither the Sellers Seller nor any member of the Company Parties Group shall be required to disclose any information to Buyer if such disclosure would be reasonably likely towould, in Seller’s reasonable discretion: (iw) cause significant competitive harm to Seller, any member of the Company Parties or the Company Business Group and their respective businesses if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (iix) jeopardize any attorney-client or other legal privilege; (y) disclose confidential employment records, including medical and other information covered by the Family and Medical Leave Act of 1993; or (iiiz) contravene any applicable Law, fiduciary duty or binding Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior Prior to the Closing, Buyer shall not contact any suppliers to, or customers of, any member of the CompanyCompany Group except jointly with and in coordination with Seller, and each such party acting reasonably; provided, that nothing in this Section 5.02 shall limit the ability of Buyer shall have no right to perform invasive contact or subsurface investigations of communicate with any of the Real Property, in each case, without foregoing Persons to the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned.extent 36

Access to Information. From Between the date hereof until of this Agreement and the Closingearlier of the Closing or the termination of this Agreement, upon reasonable notice, the Sellers shall, and Company shall cause the Company to: (a) afford Buyer give Purchaser and its Representatives access officers, appropriate employees, accountants, and counsel full access, upon reasonable prior notice during normal business hours, to all buildings, offices, and the right other facilities and to inspect all Books and Records of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to whether located on the premises of the Company Partiesor at another location; (b) furnish Buyer and its Representatives with Purchaser such financial, operating operating, technical and product data and other data and information related with respect to the business and Assets and Properties of the Company Parties as Buyer or any of its Representatives Purchaser from time to time may reasonably request, including financial statements and schedules; and (c) instruct the Representatives of Sellers subject to Purchaser and the Company agreeing to cooperate fully with Buyer in its investigation the topic and notice of any interviews, allow Purchaser the opportunity to interview such customers, suppliers, prime contractors (when the Company is a subcontractor on a Contract), employees and other personnel and Affiliates of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere Company with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the ’s prior written consent of the Sellersconsent, which consent shall not be unreasonably withheldwithheld or delayed; and (d) assist and cooperate with Purchaser in the development of cooperation plans for implementation by Purchaser and the Company following the Closing; provided, delayed however, that no investigation made prior to the date of this Agreement or conditionedmade pursuant to this Section 6.1 shall affect or be deemed to modify any representation or warranty made by the Company herein. Subject to Section 6.3 and the agreements referenced therein, materials furnished to Purchaser pursuant to this Section 6.1 will be subject to the provisions of Section 6.3, may be used by Purchaser for strategic and integration planning purposes relating to accomplishing the transactions contemplated hereby and will not be used for any purpose unrelated to the consummation of the transactions contemplated hereunder.

Access to Information. From the date hereof of this Agreement until the final Closing (such Closing, the “Final Closing” and the date of the Final Closing, the “Final Closing Date”), subject to the requirements and limitations of applicable Law (including Antitrust Laws) and Orders, the Sellers shallwill (and will cause their Affiliates to) allow the Purchaser and its Representatives, and, subject to Section 5.8, its Financing Sources and shall cause their Representatives, in accordance with the Company to: procedures to be agreed upon by the parties, access through and under the supervision of an Authorized Seller Representative and upon reasonable notice and during normal working hours to (a) afford Buyer such materials and its Representatives access information about the Business as the Purchaser may reasonably request (provided that the Sellers shall not have any obligations to provide interim financial statements beyond those provided for in Section 5.12) including information with respect to provision of services and billing of Customers, (b) the right to inspect all of the Company’s Real Property, properties, assets, premisesContracts, invoices, books and records, contracts, agreements records and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financialdocuments, operating and other data and information related relating to the Company Parties as Buyer or Business to the extent that any of the foregoing relates to an Acquired Asset or an Assumed Liability (including using best efforts to provide such access to Assumed Contracts with Customers as the Purchaser or its Representatives may reasonably request; require in connection with any audit of deferred revenue) and (c) instruct the Representatives specified members of Sellers management, senior employees and the Company to cooperate fully with Buyer in its investigation key functional leads of the Company; provided, however, that any Business as the Purchaser may reasonably request (including in connection with its integration planning processes) and to which EMC consents (such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as consent not to be unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted withheld, conditioned or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreementdelayed). Notwithstanding the foregoing, the Purchaser acknowledges and agrees that it will not, and will cause its Affiliates to not, prior to the Initial Closing, Buyer shall not with respect to the Contemplated Transactions, contact or otherwise communicate with, either orally or in writing, any suppliers todistributor, partner, customer or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any supplier of the Real Property, in each case, Business without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed and may be provided by electronic mail confirmation by an Authorized Seller Representative. To the extent discussions with respect to the Contemplated Transactions with distributors, partners, customers or conditionedsuppliers of the Business take place prior to the Initial Closing Date, the Sellers shall be entitled to have a representative present in all such discussions. The Purchaser agrees that any investigation undertaken pursuant to the access granted under this Section 5.2 shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business or the other businesses of the Sellers and their respective Affiliates. Notwithstanding anything to the contrary in this Agreement, no Seller nor any of their respective Affiliates shall be required to provide access to or disclose information where such access or disclosure would jeopardize attorney-client privilege or contravene any applicable Laws or Orders; provided that if reasonably practicable, the Sellers will, and will cause their Affiliates to, use Reasonable Efforts to cooperate with the Purchaser in making alternative arrangements if access and disclosure is declined pursuant to the foregoing. No information or knowledge obtained by the Purchaser pursuant to this Section 5.2 shall (i) affect or be deemed to affect or modify any representation, warranty, covenant or agreement contained herein, the conditions to the obligations of the parties hereto to consummate the Closing in Article 6 or otherwise prejudice in any way the rights and remedies of the Purchaser hereunder or (ii) be deemed to affect or modify the Purchaser’s reliance on the representations, warranties, covenants and agreements made by the Sellers in this Agreement.

Access to Information. From the date hereof until the Closing, the Sellers shall, and The Selling Stockholders shall cause the Company to: (a) Companies to afford Buyer to the officers, employees and its Representatives access to and the right to inspect all authorized representatives of the Company’s Real PropertyBuyers (including independent public accountants and attorneys) reasonable access during normal business hours, upon reasonable advance notice, to the offices, properties, assetsemployees and business and financial records (including computer files, premises, books retrieval programs and records, contracts, agreements and other documents and data related similar documentation) of the Companies to the Company Parties; (b) extent the Buyers shall reasonably deem necessary and shall furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties Buyers or their authorized representatives such additional information concerning the Companies as Buyer or any of its Representatives may shall be reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Companyrequested; provided, however, that (i) the Companies shall not be required to violate any such investigation shall be conducted with reasonable advance notice obligation of confidentiality to which the Sellers’ Representative, under the supervision of Sellers’ designated personnel and Companies are subject or to waive any privilege which they may possess in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access discharging their obligations pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm7.1; (ii) jeopardize attorneythe Companies shall not be required to furnish or otherwise make available to the Buyers customer-client privilegespecific data or competitively sensitive information relating to areas of their business in which the Buyers or their Affiliates compete against the Companies; or and (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer Buyers shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each casenot, without the prior written consent of the SellersSelling Stockholders, which consent contact or communicate with any vendor, customer, employee or other business partner of any of the Companies with respect to or in connection with the transactions contemplated hereby. The Buyers agree that such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of the Companies. Notwithstanding the foregoing, the obligations of the Selling Stockholders pursuant to this Section 7.1 shall be unreasonably withheldsubject to the right of the Selling Stockholders to determine, delayed in their discretion, the appropriate timing of the disclosure of information they deem proprietary commercial information or conditionedprivileged information. Prior to the Closing Date, the parties shall act at all times in accordance with the terms and provisions of the Confidentiality Agreement.

Access to Information. From the date hereof until the Closing, the Sellers shall, and Seller shall cause the Company to: (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books Books and recordsRecords, contracts, agreements Assigned Contracts and other documents and data related to the Company Partiesconstituting Purchased Assets; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties Business as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company Seller to cooperate fully with Buyer in its investigation of the CompanyBusiness; provided, however, that any such investigation shall be conducted with during normal business hours upon reasonable advance notice to the Sellers’ RepresentativeSeller, under the supervision of Sellers’ designated Seller's personnel and in such a manner as not to unreasonably interfere with the normal operations conduct of the CompanyBusiness or any other businesses of Seller. All requests by Buyer for access pursuant to this Section 7.2 6.02 shall be submitted or directed exclusively to the Sellers’ Representative Seller's Chief Financial Officer, or such other individuals as the Sellers Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties Seller shall not be required to disclose any information to Buyer if such disclosure would be reasonably likely towould, in Seller's sole discretion: (ix) cause significant competitive harm to Seller and its businesses, including the Company Parties or the Company Business Business, if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (iiy) jeopardize any attorney-client or other privilege; or (iiiz) contravene any applicable Law, fiduciary duty or Contract binding agreement entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior Prior to the Closing, without the prior written consent of Seller, which shall not be unreasonably withheld or delayed, Buyer shall not contact any suppliers to, or customers of, the Company, Business and Buyer shall have no right to perform invasive or subsurface investigations of the Leased Real Property. Buyer and Seller shall, and shall cause each of their Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02. In addition to the obligations of Buyer under the Confidentiality Agreement, Buyer shall not, and shall cause each of its Representatives not to, disclose any information provided by Seller or any of Seller's Representatives to Buyer or any of Buyer's Representatives that Seller identifies at material, non-public information unless Buyer has first obtained from the Real Propertyproposed recipient of such material, non-public information such proposed recipient's written agreement to keep such material, non-public information confidential, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedform and substance reasonably satisfactory to Seller.

Access to Information. From (a) The Company shall afford to Purchaser and its accountants, counsel, financial advisors and other representatives, and each of their respective representatives, reasonable access, during normal business hours upon reasonable notice throughout the date hereof until period prior to the Closing, the Sellers shall, and shall cause the Company to: (a) afford Buyer and its Representatives access to and the right to inspect all of the Company’s Real Propertyproperties and facilities (including all Leased Property and the buildings, propertiesstructures, assetsfixtures, premisesappurtenances and improvements erected, books and recordsattached or located thereon, contracts, agreements and other documents and data related in the case of Leased Property not owned by an Affiliate of the Company with the consent of the applicable landlord to the Company Parties; (b) furnish Buyer and its Representatives with such financialextent so required, operating and other data and information related to which consent the Company Parties shall use commercially reasonable efforts to obtain), books, Contracts and records of the Company and, during such period, shall furnish promptly such information concerning the businesses and properties of the Company as Buyer or any of its Representatives may Purchaser shall reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice not unreasonably disrupt the Company’s operations. Prior to the Sellers’ RepresentativeClosing, under the supervision of Sellers’ designated personnel Company shall generally keep Purchaser informed as to all material matters involving the operations and in such a manner as not to unreasonably interfere with the normal operations businesses of the Company. . (b) All requests by Buyer for access pursuant to this Section 7.2 nonpublic information provided to, or obtained by, Purchaser in connection with the transactions contemplated hereby shall be submitted or directed exclusively to “Confidential Information” for purposes of the Sellers’ Representative or such other individuals as Confidentiality and Nondisclosure Agreement dated December 19, 2012 between Purchaser and the Sellers may designate Company (the “Confidentiality Agreement”), the terms of which shall continue in writing from time to timeforce until the Closing. Notwithstanding anything to the contrary in this Agreementforegoing, neither the Sellers nor the Company Parties shall not be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law. No information provided to or obtained by Purchaser pursuant to this Section 6.1 shall limit or otherwise affect the remedies available hereunder to Purchaser (including Purchaser’s right to seek indemnification pursuant to Article VIII), fiduciary duty or Contract entered into prior the representations or warranties of, or the conditions to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers obligations of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedparties hereto.

Access to Information. (a) From the date hereof until of this Agreement to the ClosingEffective Time or the earlier termination of this Agreement, upon reasonable prior written notice, the Sellers Company shall, and shall cause its subsidiaries, officers, directors and representatives to, afford the Company to: officers, employees, and representatives, including financing sources (a) afford Buyer and its Representatives access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that financing sources may only be provided with material non-public information subject to customary confidentiality undertakings), of Parent reasonable access during normal business hours, consistent with applicable Law, to its officers, properties, offices, and other facilities and to all books and records as Parent, through its officers, employees or representatives, including financing sources, may from time to time reasonably request (it being agreed, however, that the foregoing shall not permit Parent or its officers, employees or representatives to conduct any environmental testing or sampling and that any such investigation access shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel of the Company and in such a manner as that does not to unreasonably materially interfere with the normal operations of the Company). All requests Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by Buyer for access such employees of their normal duties. (b) Parent agrees that it shall not, and shall cause its Representatives not to, use any information obtained pursuant to this Section 7.2 shall be submitted or directed exclusively 6.3 for any purpose unrelated to the Sellers’ Representative or such other individuals as consummation of the Sellers may designate in writing from time to time. transactions contemplated by this Agreement. (c) Notwithstanding anything to the contrary set forth herein, nothing in this Agreement, neither the Sellers nor Section 6.3 shall require the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: that, after consultation with legal counsel, the Company concludes in good faith, (i) cause significant competitive harm it is not legally permitted to disclose or the disclosure of which would contravene any Law or Order applicable to the Company Parties or the Company Business if the transactions contemplated any of its subsidiaries or by this Agreement which its or any of their respective properties are not consummatedbound, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) the disclosure of which would jeopardize any attorney-client privilege; , work product doctrine or other legal privilege, (iii) contravene the disclosure of which would conflict with, violate or cause a default under any applicable Lawexisting contract or agreement to which it is a party, fiduciary duty or Contract entered into prior (iv) constitutes any competitively sensitive information or trade secrets of Third Parties; provided, that, in each of the foregoing cases, the parties hereto shall cooperate to make appropriate substitute arrangements under circumstances in which the restrictions of the preceding sentence apply. If any of the information or material furnished pursuant to this Section 6.3 includes materials or information subject to the date attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each party understands and agrees that the parties have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the parties that the sharing of such material or information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information provided by the Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine. (d) The Non-Disclosure Agreement, dated as of October 7, 2010 (the “Confidentiality Agreement”), by and between the Company and Golden Gate Private Equity, Inc. shall, subject to Section 6.4 of this Agreement. Notwithstanding the foregoing, prior continue to the Closing, Buyer shall not contact any suppliers to, or customers of, apply with respect to information furnished by the Company, its subsidiaries and Buyer the Company’s Representatives hereunder. (e) For the avoidance of doubt, the disclosure of information with respect to an Acquisition Proposal shall have no right to perform invasive or subsurface investigations be exclusively governed by the provisions of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedSection 6.4.

Access to Information. (a) From the date hereof and until the Closing, upon reasonable notice, the Sellers Seller shall, and shall cause the Company its Representatives to: , (ai) afford Buyer the Purchaser and its Representatives reasonable access to the offices, properties and the right to inspect all books and records of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data Seller (to the extent related to the Company Parties; Business) and (bii) furnish Buyer to the Representatives of the Purchaser such additional financial and its Representatives with such financial, operating data and other data and information related regarding the Business (or copies thereof) as the Purchaser may from time to the Company Parties as Buyer or any of its Representatives may time reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, provided that any such investigation access or furnishing of information shall be conducted with reasonable advance notice to at the Sellers’ RepresentativePurchaser’s expense, during normal business hours, under the supervision of Sellers’ designated the Seller’s personnel and in such a manner as not to unreasonably interfere to any material extent with the normal operations of the Company. All requests by Buyer for Business; provided, further, such access pursuant shall not include access to this Section 7.2 shall conduct any sampling and analysis of any soil, soil vapor, groundwater or other environmental media, or any building material, without the express written consent of the Seller, which may be submitted or directed exclusively to withheld at the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to timeSeller’s sole and absolute discretion. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties Seller shall not be required to disclose any information to Buyer the Purchaser if such disclosure would be reasonably likely to: would, based on the advice of counsel, (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (iiA) jeopardize any attorney-client privilege; or other legal privilege or (iiiB) contravene any applicable Laws (including any Regulatory Law, fiduciary duty ) or Contract binding agreement entered into prior to the date hereof; provided that if the Seller does not disclose any information in reliance on this sentence, the Seller shall (1) promptly provide a written notice to the Purchaser stating that it is withholding information in reliance on this sentence and (2) use commercially reasonable efforts to provide the information so withheld in a way that does not result in any of this Agreement. Notwithstanding the foregoingconsequences referred to in clauses (A) and (B) above. (b) From and after the Closing Date, in order to facilitate the resolution of any claims made against or incurred by the Seller relating to the Business in respect of the period prior to the Closing Date, for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the Purchaser’s document retention policy, the Purchaser shall (i) retain the books and records relating to the Business relating to periods prior to the Closing, Buyer and (ii) upon reasonable notice, afford the Representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hours, to such books and records as the Seller may from time to time reasonably request; provided that the Purchaser shall not contact notify the Seller at least forty-five (45) Business Days in advance of destroying any suppliers tosuch books and records prior to the seventh (7th) anniversary of the Closing in order to provide the Seller the opportunity to copy such books and records in accordance with this Section 5.2(b). In addition, from and after the Closing Date, in order to facilitate the resolution of any claims made against or customers ofincurred by the Seller relating to the Business, the CompanyPurchaser shall make reasonably available to the Seller and its Representatives those employees of the Purchaser and its Affiliates whose assistance, expertise, testimony, notes and Buyer shall have no right recollections or presence may be necessary to perform invasive or subsurface investigations of assist the Seller in connection with its inquiries for any of the Real Propertypurposes referred to above, including the presence of such persons as witnesses in hearings or trials for such purposes. (c) From and after the Closing Date, in each caseorder to facilitate the resolution of any claims made against or incurred by the Purchaser relating to the Business, without for a period of seven (7) years after the prior written consent Closing or, if shorter, the applicable period specified in the Seller’s document retention policy, the Seller shall, (i) retain the books and records relating to the portion of the Sellers, Business conducted by it relating to periods prior to the Closing which consent shall not otherwise have been delivered to the Purchaser and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of the Purchaser reasonable access (including the right to make, at the Purchaser’s expense, photocopies), during normal business hours, to such books and records as the Purchaser may from time to time request; provided that the Seller shall notify the Purchaser at least forty-five (45) Business Days in advance of destroying any such books and records prior to the (7th) seventh anniversary of the Closing in order to provide the Purchaser the opportunity to copy such books and records in accordance with this Section 5.2(c). In addition, from and after the Closing Date, in order to facilitate the resolution of any claims made against or incurred by the Purchaser relating to the Business, the Seller shall make reasonably available to the Purchaser and its Representatives those employees of the Seller and its Affiliates whose assistance, expertise, testimony, notes and recollections or presence may be unreasonably withheldnecessary to assist the Purchaser in connection with its inquiries for any of the purposes referred to above, delayed including the presence of such persons as witnesses in hearings or conditionedtrials for such purposes.

Access to Information. From Before the date hereof until Closing Date, Purchaser shall be entitled, through its officers, employees and representatives (including its legal advisors and accountants), to make such investigation of the Closingproperties, businesses and operations of the Sellers Business and such examination of the Documents as it reasonably requests and to make extracts and copies of the Documents. Any such investigation and examination shall be conducted during regular business hours and under commercially reasonable circumstances and shall be subject to restrictions under applicable Law. Seller shall, and shall cause the Company its officers, employees, consultants, agents, accountants, attorneys and other representatives of Seller to: (a) afford Buyer , cooperate with Purchaser and Purchaser’s representatives in connection with such investigation and examination, and Purchaser and its Representatives access representatives shall cooperate with Seller and its representatives and shall use their commercially reasonable efforts to and minimize any disruption to the right business of Seller. Purchaser agrees to inspect all abide by any safety rules or rules of conduct reasonably imposed by Seller or the Company’s Real Property, operator of such properties, assetsas the case may be, premises, books with respect to Purchaser’s access and records, contracts, agreements and other documents and data related any information furnished to the Company Parties; (b) furnish Buyer and Purchaser or its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access representatives pursuant to this Section 7.2 7.1. Purchaser shall be submitted indemnify, defend and hold harmless Seller and its officers, directors, employees and agents from and against any and all Losses asserted against or directed exclusively suffered by them relating to, resulting from, or arising out of, examinations or inspections made by Purchaser or its representatives pursuant to this Section 7.1, except to the Sellers’ Representative extent such Losses relate to, result from or such other individuals as arise out of, the Sellers may designate in writing from time to timegross negligence or willful misconduct of Seller. Notwithstanding anything to the contrary in this Agreementcontained herein, neither before the Sellers nor Closing, without the Company Parties shall prior written consent of Seller, which may be required to disclose withheld for any information to Buyer if such disclosure would be reasonably likely to: reason, (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer Purchaser shall not contact any suppliers to, or customers of, the CompanySeller or its Affiliates, and Buyer (ii) Purchaser shall have no right to perform invasive or subsurface investigations of any the properties or facilities of Seller or the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedBusiness.

Access to Information. From the date hereof of this Agreement until the final Closing (such Closing, the “Final Closing” and the date of the Final Closing, the “Final Closing Date”), subject to the requirements and limitations of applicable Law (including Antitrust Laws) and Orders, the Sellers shallwill (and will cause their Affiliates to) allow the Purchaser and its Representatives, and, subject to Section 5.8, its Financing Sources and shall cause their Representatives, in accordance with the Company to: procedures to be agreed upon by the parties, access through and under the supervision of an Authorized Seller Representative and upon reasonable notice and during normal working hours to (a) afford Buyer such materials and its Representatives access information about the Business as the Purchaser may reasonably request (provided that the Sellers shall not have any obligations to provide interim financial statements beyond those provided for in Section 5.12) including information with respect to provision of services and billing of Customers, (b) the right to inspect all of the Company’s Real Property, properties, assets, premisesContracts, invoices, books and records, contracts, agreements records and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financialdocuments, operating and other data and information related relating to the Company Parties as Buyer or Business to the extent that any of the foregoing relates to an Acquired Asset or an Assumed Liability (including using best efforts to provide such access to Assumed Contracts with Customers as the Purchaser or its Representatives may reasonably request; require in connection with any audit of deferred revenue) and (c) instruct the Representatives specified members of Sellers management, senior employees and the Company to cooperate fully with Buyer in its investigation key functional leads of the Company; provided, however, that any Business as the Purchaser may reasonably request (including in connection with its integration planning processes) and to which EMC consents (such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as consent not to be unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted withheld, conditioned or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreementdelayed). Notwithstanding the foregoing, the Purchaser acknowledges and agrees that it will not, and will cause its Affiliates to not, prior to the Initial Closing, Buyer shall not with respect to the Contemplated Transactions, contact or otherwise communicate with, either orally or in writing, any suppliers todistributor, partner, customer or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any supplier of the Real Property, in each case, Business without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed and may be provided by electronic mail confirmation by an Authorized Seller Representative. To the extent discussions with respect to the Contemplated Transactions with distributors, partners, customers or conditionedsuppliers of the Business take place prior to the Initial Closing Date, the Sellers shall be entitled to have a representative present in all such discussions. The Purchaser agrees that any investigation undertaken pursuant to the access granted under this Section 5.2 shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business or the other businesses of the Sellers and their respective Affiliates. Notwithstanding anything to the contrary in this Agreement, no Seller nor any of their respective Affiliates shall be required to provide access to or disclose information where such access or disclosure would jeopardize attorney­client privilege or contravene any applicable Laws or Orders; provided that if reasonably practicable, the Sellers will, and will cause their Affiliates to, use Reasonable Efforts to cooperate with the Purchaser in making alternative arrangements if access and disclosure is declined pursuant to the foregoing. No information or knowledge obtained by the Purchaser pursuant to this Section 5.2 shall (i) affect or be deemed to affect or modify any representation, warranty, covenant or agreement contained herein, the conditions to the obligations of the parties hereto to consummate the Closing in Article 6 or otherwise prejudice in any way the rights and remedies of the Purchaser hereunder or (ii) be deemed to affect or modify the Purchaser’s reliance on the representations, warranties, covenants and agreements made by the Sellers in this Agreement.

Access to Information. From the date hereof Original Agreement Date until the Closing, the Sellers shall, and shall cause the Company to: (a) afford Buyer and its Representatives reasonable access to specified members of management of Sellers and the right to inspect all of the Company’s Real Property, properties, assets, premises, books Books and recordsRecords, contracts, agreements Assigned Contracts and other documents and data related Related to the Company PartiesBusiness; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related Related to the Company Parties Business as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the CompanyBusiness; provided, however, that any such investigation shall be conducted with during normal business hours upon reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations conduct of the CompanyBusiness or any other businesses of Sellers. All requests by Buyer for access pursuant to this Section 7.2 6.02 shall be submitted or directed exclusively to the Sellers’ Representative ▇▇▇▇▇▇ ▇▇▇▇▇ or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall not be required to disclose any information to Buyer if such disclosure would be reasonably likely towould: (ix) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize void any attorney-client or other privilege; or (iiiy) contravene any applicable Law, fiduciary duty or Contract confidentiality agreement entered into by any Seller prior to the date of this AgreementOriginal Agreement Date; in each case, to the extent applicable to the Business. Notwithstanding the foregoing, prior Prior to the Closing, without the prior written consent of Sellers, which consent shall not be unreasonably conditioned, withheld or delayed, Buyer shall not contact any suppliers to, or customers of, the Company, Business and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property. Buyer shall, in each caseand shall cause its Representatives to, without abide by the prior written consent terms of the Sellers, which consent shall not be unreasonably withheld, delayed Confidentiality Agreement with respect to any access or conditionedinformation provided pursuant to this Section 6.02.

Access to Information. From the date hereof until the Closing, the Sellers shall, and shall cause the Company and the Subsidiaries to: , (a) afford Buyer and its Representatives full and free access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements Contracts and other documents and data related to the Company Partiesand the Subsidiaries; or (b) furnish Buyer and its Representatives with such financial, employee (to the extent permitted by law), operating and other data and information related to the Company Parties and the Subsidiaries as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers Sellers, the Company and each Subsidiary to reasonably cooperate with Buyer and its Representatives in their due diligence investigation. In connection with the foregoing, from and after the date hereof, Buyer may meet individually with managers and culinary employees of the Company and the Company Subsidiaries. Any investigation or meetings pursuant to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation this Section 5.02 shall be conducted in such manner as not to interfere unreasonably with reasonable advance notice the conduct of the business of the Company or any Subsidiary, and notwithstanding anything to the contrary set forth herein, Buyer’s and its Representatives’ access to the Company’s and its Subsidiaries’ employees, landlords and suppliers shall be granted at such times as mutually and reasonably agreed upon by Buyer and Seller Representative. Subject to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not right to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access provide Revised Schedules pursuant to this Section 7.2 shall be submitted 7.02(o) below, in the event that either Buyer or directed exclusively to Sellers determines between the date hereof and the Closing that any of the Sellers’ Representative representations and warranties herein were not true and correct in all material respects when made or such other individuals will not be true and correct in all material respects as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction Closing Date, the parties shall use commercially reasonable efforts and work together in good faith to arrive at a mutually acceptable resolution with respect thereto in order to enable the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreementoccur. Notwithstanding the foregoingforegoing commitment, prior to the Closing, Buyer such representations shall not contact any suppliers to, or customers of, the Company, remain in full force and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not effect except as may be unreasonably withheld, delayed or conditionedotherwise agreed upon during such efforts and working together.

Access to Information. (a) During the period commencing on the date hereof and continuing until the earlier of the termination of this Agreement and the Closing, (i) the Company shall afford Acquiror and its accountants, counsel and other representatives (in each case, only to the extent that such persons are under a duty or contractual obligation of confidentiality to the Company), reasonable access during business hours to all of the Company’s properties, books, Contracts, books and records, and all other reasonable information concerning the business, properties and personnel of the Company as Acquiror may reasonably request. (b) From the date hereof until the earlier of the termination of this Agreement and the Closing, the Sellers shall, and Company shall cause confer from time to time as requested by Acquiror with one or more representatives of Acquiror to discuss any material changes or developments in the operational matters of the Company to: (a) afford Buyer and its Representatives access to and the right general status of the ongoing operations of the Company. (c) Notwithstanding any other provision of this Agreement, (i) the Acquiror shall not conduct any environmental audits, assessments or investigations with respect to inspect any real property other than the Phase I environmental site assessment referenced above, except to the extent the Company agrees in writing to such additional audits, assessments and investigations; (ii) Acquiror shall not have any contact with any employees, customers or suppliers of the Companies, except to the extent the Company agrees in writing to such contact; and (iii) all inspections and other actions taken by Acquiror shall be taken in a manner that does not unreasonably interfere with the operation of the Company’s Real Property, properties, assets, premises, books business and records, contracts, agreements that strictly maintains the confidentiality of the transactions contemplated hereby and other documents and data related information disclosed to the Company Parties; Acquiror (b) furnish Buyer and its Representatives with such financialrepresentatives) in connection therewith. For the avoidance of doubt, operating and other data and the parties agree that notwithstanding the foregoing, there is no due diligence condition to Acquiror’s obligation to proceed to Closing. No information related to or knowledge obtained by Acquiror during the Company Parties as Buyer or any pendency of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing in any investigation pursuant to this Section 8.8 shall affect or be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; modify any representation, warranty, covenant, condition or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of obligation under this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned.

Access to Information. (a) From the date hereof of this Agreement until the Closing, the Sellers Company shall, and the Seller shall cause the Company to, cause its officers, directors, employees, agents, representatives, accountants and counsel to: (ai) afford Buyer the officers, employees, agents, accountants, counsel, lenders (and its Representatives access an agent on behalf of all such lenders) and representatives of Purchaser reasonable access, during normal business hours, to and the right to inspect all of the Company’s Real Propertyoffices, properties, assets, premisesother facilities, books and records, contracts, agreements and other documents and data related to records of the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company Subsidiaries and (ii) furnish to cooperate fully with Buyer in its investigation the officers, employees, agents, accountants, counsel, lenders (and an agent on behalf of all such lenders) and representatives of Purchaser such additional financial and operating data and other information regarding the assets, properties, liabilities and goodwill of the CompanyCompany or the Company Subsidiaries (or legible copies thereof) as Purchaser may from time to time reasonably request; provided, however, that any such investigation access or furnishing of information shall be conducted with reasonable advance notice to the Sellers’ Representativeat Purchaser’s expense, during normal business hours, under the supervision of Sellers’ designated the Company’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this AgreementSubsidiaries. Notwithstanding the foregoing, prior to the Closing, Buyer Purchaser shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any customer of the Real PropertyCompany or the Company Subsidiaries (including, for this purpose, any higher-tier subcontractor, ultimate prime contractor and ultimate Governmental Authority customer) in each case, connection with this Agreement or the transactions contemplated hereby without the prior written consent of the SellersSeller. Notwithstanding anything herein to the contrary, any information or Contract of the Company or (b) In order to facilitate the resolution of any claims made against or incurred by the Seller, the Seller Members or the Company prior to the Closing, for a period of five (5) years after the Closing, Purchaser shall (i) retain the books and records relating to the Company and the Company Subsidiaries relating to periods prior to the Closing in a manner reasonably consistent with the prior practice of the Company and the Company Subsidiaries and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hours, to such books and records. (c) In order to facilitate the resolution of any claims made by or against or incurred by Purchaser or the Company or the Company Subsidiaries after the Closing or for any other reasonable purpose, for a period of five (5) years following the Closing, the Seller and the Principal Seller Members shall (i) retain the books and records of such Person which consent relate to the Company and the Company Subsidiaries and their operations for periods prior to the Closing and which shall not be unreasonably withheldotherwise have been delivered to Purchaser or the Company and (ii) upon reasonable notice, delayed afford the officers, employees, agents and representatives of Purchaser or conditionedthe Company reasonable access (including the right to make photocopies, at the expense of Purchaser or the Company), during normal business hours, to such books and records.

Access to Information. From the date hereof until the Closing, the Sellers Seller shall, and shall cause the Company to: (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company PartiesCompany; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers Seller and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with during normal business hours upon reasonable advance notice to the Sellers’ RepresentativeSeller, under the supervision of Sellers’ designated Seller’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 6.02 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers Seller nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely towould, in Seller’s sole discretion: (ix) cause significant competitive harm to Seller, the Company Parties or the Company Business and their respective businesses if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (iiy) jeopardize any attorney-client or other privilege; or (iiiz) contravene any applicable Law, fiduciary duty or Contract binding agreement entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior Prior to the Closing, without the prior written consent of Seller, which may be withheld for any reason, Buyer shall not contact any suppliers to, or customers of, the Company, Company and Buyer shall have no right to perform invasive sampling or subsurface investigations of any of the Real Property. Buyer shall, in each caseand shall cause its Representatives to, without abide by the prior written consent terms of the Sellers, which consent shall not be unreasonably withheld, delayed Confidentiality Agreement with respect to any access or conditionedinformation provided pursuant to this Section 6.02.

Access to Information. From (a) During the Pre-Closing Period, the Company shall afford the officers, attorneys, accountants, tax advisors, lenders and other authorized representatives of the Buyer reasonable access during normal business hours to all personnel, offices, properties, books and records of the Company, and shall furnish to the Buyer such financial and operating data and other information as to the business of the Company as the Buyer shall reasonably request. Notwithstanding the foregoing, (A) the Company shall not be required to permit any inspection or other access, or to disclose any information, that would: (i) violate any contractual obligation of the Company in effect as of the date hereof until with respect to confidentiality, non-disclosure (including disclosure of trade secrets or other Intellectual Property in violation of such contractual obligations) or privacy; (ii) jeopardize protections afforded the ClosingCompany under the attorney-client privilege or the attorney work product doctrine (that cannot be preserved through entry into a customary joint defense agreement); or (iii) result in disclosure of information that the Company is required by Law to keep confidential; provided that, prior to withholding any such information pursuant to this clause (A), the Sellers shall, and Company shall cause provide the Company to: (a) afford Buyer and its Representatives access to with a written notice describing the type of information so withheld and the right to inspect all of reason for the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably requestwithholding thereof; and (cB) instruct the Representatives Company shall use commercially reasonable efforts to provide the Buyer the access, documents or information sought in a manner that does not violate applicable Law or jeopardize such attorney-client or other privilege or confidentiality. In no event shall the Buyer nor any Persons acting on its behalf communicate with any employee, customer or service provider of Sellers the Company without the prior written consent (not to be unreasonably withheld, conditioned or delayed and it being agreed that failure by the Company to cooperate fully with Buyer in its investigation respond within 24 hours shall constitute consent) of the CompanyCompany (electronic mail being sufficient); provided, however, that any such investigation the Buyer shall not be conducted with reasonable advance notice prohibited from contacting (x) suppliers, distributors or other material business relations of the Company (i) in the Ordinary Course of Business and not related to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and Merger or (ii) in such a manner as not to unreasonably interfere connection with obtaining any consent or waiver or providing any notice necessary or desirable in connection with the normal transactions contemplated hereby, or (y) any employee or consultant of the Company regarding the employment or other service providing relationship of such employee or consultant with the Buyer or any of its Affiliates following the Closing. (b) During the Pre-Closing Period, within [**] after the end of each calendar month beginning with the first month ending after the date hereof, the Company shall furnish to the Buyer an unaudited statement of operations for such month and a balance sheet as of the end of such month, prepared in accordance with GAAP applied on a basis consistent with the application thereof to the most recent financial statements included in clause (ii) of the definition of Financial Statements (to the extent consistent with GAAP). Such financial statements shall fairly present the financial condition and results of operations of the Company. All requests by Buyer Company as of the dates thereof and for access pursuant to this Section 7.2 the periods covered thereby and shall be submitted or directed exclusively consistent with the books and records of the Company. (c) The Company shall, if reasonably requested by the Buyer, introduce the Buyer to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor suppliers and service providers of the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to for the purpose of facilitating the post-Closing integration of the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided and their businesses into that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedBuyer.

Access to Information. From the date hereof Signing Date until the Closing, the Sellers Seller shall, and shall cause the Company and the Company Subsidiaries to: (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements agreements, insurance arrangements and outstanding claims and other documents and data related to the Company PartiesCompany; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers Seller and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with during normal business hours upon reasonable advance notice to the Sellers’ RepresentativeSeller, under the supervision of Sellers’ designated Seller’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 6.02 shall be submitted or directed exclusively to the Sellers’ Representative ▇▇▇▇▇ ▇▇▇▇▇▇ or such other individuals as the Sellers Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers Seller nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely towould, in Seller’s good faith judgment: (i) cause significant competitive harm to Seller, the Company Parties or the Company Business and their respective businesses if the transactions contemplated by this Agreement Transactions are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize any attorney-client or other privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract binding agreement entered into prior to the date of this AgreementSigning Date. Notwithstanding the foregoing, prior Prior to the Closing, without the prior written consent of Seller, which may be withheld for any reason, Buyer shall not contact any suppliers to, or customers of, the Company, Company and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned.

Access to Information. From the date hereof until the Closing, the Sellers shall, and shall cause the Company to: (a) The Company shall (i) afford to Buyer and its Representatives access to and the right to inspect all of the Company’s Real Propertyreasonable access, propertiesduring normal business hours, assets, premises, books and records, contracts, agreements and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with upon reasonable advance notice to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇ ▇. ▇▇▇▇ (collectively, the Sellers’ Representative“Company Representatives”), under to the supervision of Sellers’ designated personnel offices, properties, employees and in such a manner as not to unreasonably interfere with the normal operations business, tax, accounting and other records and files (including computer files, retrieval programs and similar documentation) of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively Company to the Sellers’ Representative or extent reasonably necessary for the Closing and/or for planning for the post-Closing integration of the Company into Buyer’s business operations and (ii) furnish to Buyer such other individuals additional information concerning the Company and its business as the Sellers may designate in writing from time to timebe reasonably requested. Notwithstanding anything to the contrary in this Agreementforegoing, neither the Sellers nor the Company Parties shall not be required to disclose any information to Buyer if to the extent such disclosure would (x) reasonably be reasonably likely to: expected to result in the loss of attorney client privilege or any attorney work product or other legally recognized privileges or immunity from disclosure (i) cause significant competitive harm to which loss may not be avoided by the entry into a joint defense or similar agreement between the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (iiBuyer) jeopardize attorney-client privilege; or (iiiy) contravene any applicable Law, fiduciary duty Law or Contract binding agreement entered into prior to the date of this Agreement. Notwithstanding All information provided by the foregoing, prior Company pursuant to this Section 6.1(a) shall be held by Buyer subject to the Closing, terms and conditions of the Confidentiality Agreement. (b) Buyer agrees that its investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of the Company. Buyer shall direct all inquiries in the course of its investigation to the Company Representatives. Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right speak to perform invasive or subsurface investigations of any of the Real Propertycustomers, in each case, distributors or suppliers of the Company without the prior written consent of one of the SellersCompany Representatives, which such consent shall not to be unreasonably withheldwithheld or delayed. The Company shall be provided with reasonable prior notice of, delayed or conditionedand a designated representative of the Company shall be invited to be present during, any such communications.

Access to Information. From Prior to the date hereof until Closing Date, Purchaser shall be entitled, through its officers, employees and representatives (including its legal advisors and accountants), to make such investigation of the Closingproperties, businesses and operations of the Business, the Sellers shallCompany and DSTC and such examination of the books and records and Tax reporting positions of the Business, the Company and DSTC as it reasonably requests and to make extracts and copies of such books and records at its own expense. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances and shall be subject to restrictions under applicable Law. The Seller shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of the Business, the Company to: (a) afford Buyer and DSTC to cooperate with Purchaser and Purchaser’s representatives in connection with such investigation and examination, and Purchaser and its Representatives access to and representatives shall cooperate with the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers Seller and the Company and their representatives and shall use their commercially reasonable efforts to cooperate fully with Buyer in its investigation of minimize any disruption to the Company; providedBusiness. Notwithstanding anything herein to the contrary, however, that any no such investigation or examination shall be conducted with reasonable advance notice permitted to the Sellers’ Representativeextent that it would require the Seller, under the supervision of Sellers’ designated personnel and in such a manner as not Company or DSTC to unreasonably interfere disclose information subject to attorney-client privilege or conflict with any confidentiality obligations to which the normal operations of Seller, the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted Company or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to timeDSTC is bound. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoingcontained herein, prior to the Closing, Buyer (i) Purchaser shall not not, without the prior written consent of the Seller, which may be withheld for any reason, contact any suppliers to, or customers of, the Company or DSTC with respect to the Company, DSTC, or the transactions contemplated hereunder, and Buyer (ii) Purchaser shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each caseright, without the prior written consent of the SellersSeller, which consent shall may not be unreasonably withheld, delayed to perform invasive or conditionedsubsurface investigations of the properties or facilities of the Company or DSTC without the prior consent of the Seller. Nothing in this Agreement shall prevent the Purchaser or its Affiliates from contacting suppliers and customers in connection with the Purchaser’s or any of its Affiliates’ existing businesses, as long as no non-public information relating to the transactions contemplated hereunder is disclosed.

Access to Information. From the date hereof until the Closing, the Sellers shall, and shall cause the Company to: (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall afford Buyer to the officers, employees, accountants, counsel and its Representatives access other representatives of Buyer, access, during normal business hours during the period prior to and the right Effective Time, to inspect all of the Company’s Real Property, and its Subsidiaries’ properties, assets, premises, books and recordsbooks, contracts, agreements commitments, records, officers, employees, accountants, counsel and other documents and data related to representatives, and, during such period, the Company Parties; (b) furnish shall make available to Buyer all information concerning the Company’s and its Representatives with such financialSubsidiaries’ businesses, operating properties and other data and information related to the Company Parties personnel as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the . The Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to provide access to or to disclose any information to Buyer if where such access or disclosure would be reasonably likely to: (i) cause significant competitive harm to violate or prejudice the rights of the customers of the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummatedits Subsidiaries, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize any attorney-client privilege; privilege or (iii) contravene any applicable Lawlaw, rule, regulation, order, judgment, decree, fiduciary duty or Contract binding agreement entered into prior to the date of this Agreement, provided that the Company delivers to Buyer a written log notifying Buyer of the existence of, and the basis for the Company’s withholding of, such information. Notwithstanding The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the foregoingrestrictions of the preceding sentence apply. (b) From and after the date hereof until the Effective Time or the earlier termination of this Agreement, prior the Company shall (i) invite a suitable representative of Buyer, at Buyer’s sole expense, to observe all non-confidential portions of the Company’s Board of Directors (and audit committee thereof) and shareholders meetings (and shall provide such representative notice of such meetings and, subject to the Closingrestrictions set forth in Section 7.3(a), Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations copies of any materials distributed to directors, committee members and shareholders relating to non-confidential portions of the Real Propertysuch meetings) and, in each case, without subject to the prior written consent of any applicable regulatory authority, any regulatory examination exit briefings, and (ii) cause one or more of its designated representatives to confer on a regular and frequent basis with representatives of Buyer and to report the Sellersgeneral status of the ongoing operations of the Company. In connection therewith, which Buyer shall have the right of full review on any new loan extended by the Company in a principal amount in excess of $3,000,000. The Company will promptly notify Buyer of any material change in the normal course of business of the Company or any the Company’s Subsidiaries or in the operation of their respective properties and of the existence or progress in resolution of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of significant litigation involving any of them, and will keep Buyer fully informed of such events, including, without limitation and with the consent of the applicable regulatory authority, the exit briefing at the conclusion of any regulatory examination. (c) No investigation by Buyer or its representatives shall affect the representations, warranties, covenants or agreements of the Company set forth herein. (d) Notwithstanding anything contained in this Agreement to the contrary, the Company and Buyer (and each of their respective employees, representatives, or other agents) may disclose to any and all persons, without limitation, the tax treatment and any facts that may be relevant to the tax structure of the transactions contemplated by this Agreement; provided, however, that neither the Company nor Buyer (nor any of their respective employees, representatives or other agents thereof) may disclose any other information that is not be unreasonably withheldrelevant to understanding the tax treatment and tax structure of the transactions contemplated by this Agreement, delayed or conditionedany other information to the extent that such disclosure could result in a violation of any federal or state securities law.

Access to Information. From the date hereof until the First Closing, in the Sellers case of Smooth Bourbon, and the Second Closing, in the case of Nugget Sparks, Seller shall, and shall cause the Company each Company, as applicable, to: , (a) afford Buyer and its Representatives Representatives, upon reasonable advance notice, reasonable access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements Contracts and other documents and data related to the Company Partiessuch Company; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the such Company Parties as Buyer or any of and its Representatives may reasonably request; and (c) instruct the Representatives of Sellers Seller and the each such Company to reasonably cooperate fully with Buyer in its investigation of the CompanyCompany Entities; provided, however, that nothing in this Agreement shall require Seller or any such Company Entity to, and neither Seller nor any Company Entity shall have any obligation to (until the Second Closing), provide Buyer with any information (A) in the Players Club database of either Company Entity, other than mutually agreed upon aggregated and de-identified information, or (B) guest party information relating to group room reservations or similar booking arrangements or commitments. Any investigation pursuant to this Section 5.02 shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to interfere unreasonably interfere with the normal operations conduct of the business of Seller or either Company. All , and all requests by Buyer and its Representatives for information and access pursuant to hereunder will be coordinated through Seller or Seller’s designee. All information acquired by Buyer or any of its Representatives under this Section 7.2 shall Agreement will be submitted or directed exclusively subject to the Sellers’ Representative or such other individuals terms and conditions of the Confidentiality Agreement. ▇▇▇▇▇ agrees to be bound by the Confidentiality Agreement in the same manner as the Sellers may designate in writing from time Guarantor with respect to time. Notwithstanding anything all matters relating to the contrary in this Agreement, neither including the Sellers nor the Company Parties shall be required to disclose disclosure by Seller of any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to or its Representatives of any information regarding Seller, the Company Parties Entities or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; their respective businesses or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to assets. From the date of this Agreement. Notwithstanding hereof until the foregoing, prior to the First Closing, Seller shall cooperate with Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right at Buyer’s expense to perform invasive or subsurface investigations of obtain an update to any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedSurveys.

Access to Information. (a) From the date hereof of this Agreement until the Closing, the Sellers shall, and Seller shall cause the Company to: Companies and their respective Representatives to (ai) afford Buyer the Purchaser and its Representatives access to and the right to inspect all of the Company’s Real Propertyreasonable access, properties, assets, premises, books and records, contracts, agreements and other documents and data related subject to the Company Parties; (b) furnish Buyer Confidentiality Agreement and its Representatives with such financial, operating and other data and information related applicable Laws relating to the sharing of information, to the business, management, personnel, offices and properties of each Company Parties as Buyer or any and on the Seller’s premises the Books and Records of its Representatives may reasonably request; each Company and (cii) instruct make available to the Representatives of Sellers the Purchaser, on the Seller’s premises, such additional financial and operating data and other information regarding the Company Companies (or copies thereof) as the Purchaser may from time to cooperate fully with Buyer in its investigation of the Companytime reasonably request; provided, however, that that: (A) any such investigation access or availability shall be conducted with provided at the Purchaser’s expense, during normal business hours upon reasonable advance notice to the Sellers’ RepresentativeSeller, under the supervision of Sellers’ designated the Seller’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All Companies; (B) all requests by Buyer the Purchaser for access or availability pursuant to this Section 7.2 5.02 shall be submitted or directed exclusively to an individual to be designated by the Sellers’ Representative Seller; and (C) the Seller and the Companies shall not be required to create or such other individuals as cause to be created any Books and Records or reports based thereon that they do not maintain or prepare in the Sellers may designate in writing from time to timeordinary course of their business. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties Seller shall not be required to disclose any information to Buyer the Purchaser if such disclosure would be reasonably likely to: would, in the Seller’s reasonable judgment, based upon advice of counsel, (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize any attorney-client privilege; or other legal privilege or (iiiii) contravene any applicable Law, fiduciary duty Law or Contract binding agreement entered into prior to the date of this Agreement. Notwithstanding . (b) Subject to the foregoingSeller’s and the Purchaser’s obligations under the Indemnity Agreement, in order to facilitate the resolution of any claims made against or incurred by the Seller relating to the Companies and their respective businesses, for a period of seven years after the Closing, the Purchaser shall (i) retain the Books and Records relating to the Companies relating to periods prior to the Closing, Buyer and (ii) upon reasonable advance notice, afford the Representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hours, to such Books and Records. (c) Subject to the Seller’s and the Purchaser’s obligations under the Indemnity Agreement, in order to facilitate the resolution of any claims made against or incurred by the Purchaser or the Companies, for a period of seven years after the Closing, the Seller shall (i) retain the Books and Records relating to periods prior to the Closing which shall not contact any suppliers otherwise have been delivered to the Purchaser or the Companies, and (ii) upon reasonable advance notice, afford the Representatives of the Purchaser reasonable access (including the right to make, at the Purchaser’s expense, photocopies), during normal business hours, to such Books and Records. (d) Following the Closing, for purposes of satisfying the Seller’s periodic reporting requirements under the Exchange Act and the rules promulgated thereunder, the Purchaser, shall use commercially reasonable efforts, to, or customers ofand to cause the Companies and their respective Representatives to, (i) afford the Seller and its authorized Representatives access, subject to applicable Laws and contractual obligations with third parties, to the offices, properties and Books and Records of each Company, and Buyer shall have no right (ii) furnish to perform invasive or subsurface investigations of any the Representatives of the Real PropertySeller such additional financial and operating data and other information regarding the Companies (or copies thereof) as the Seller may from time to time reasonably request and (iii) in the event the Closing Date occurs in September 2006, provide the financial and operating data set forth, and in accordance with the procedures, in each caseExhibit 5.02(d)(iii); provided, without however, that any such access or furnishing of information shall be conducted or provided at the prior written consent Seller’s expense, during normal business hours upon reasonable advance notice to the Purchaser, under the supervision of the Sellers, which consent shall Purchaser’s personnel and in such a manner as not be unreasonably withheld, delayed or conditionedto interfere with the normal operations of the Companies.

Access to Information. From the date hereof until the Closing, the Sellers Seller shall, and shall cause the Company Group to: (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company PartiesGroup; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties Group as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers Seller and the Company Group to cooperate fully with Buyer in its investigation of the CompanyCompany Group; provided, however, that any such investigation shall be conducted with during normal business hours upon reasonable advance notice to the Sellers’ RepresentativeSeller, under the supervision of Sellers’ designated Seller’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the CompanyCompany Group. All requests by Buyer for access pursuant to this Section 7.2 6.02 shall be submitted or directed exclusively to the Sellers’ Representative ▇▇▇▇▇ ▇▇▇▇▇▇ or such other individuals as the Sellers Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers Seller nor the Company Parties Group shall be required to disclose any information to Buyer if such disclosure would be reasonably likely towould, in Seller’s sole discretion: (ix) cause significant competitive harm to Seller, the Company Parties or the Company Business Group and their respective businesses if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (iiy) jeopardize any attorney-client or other privilege; or (iiiz) contravene any applicable Law, fiduciary duty or Contract binding agreement entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior Prior to the Closing, without the prior written consent of Seller, which may be withheld for any reason, Buyer shall not contact any suppliers to, or customers of, the Company, Company Group and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property. Buyer shall, in each caseand shall cause its Representatives to, without abide by the prior written consent terms of the Sellers, which consent shall not be unreasonably withheld, delayed Confidentiality Agreement with respect to any access or conditionedinformation provided pursuant to this Section 6.02.

Access to Information. (a) From the date hereof until the Closing, upon reasonable notice, the Sellers shall, and Seller shall cause the Company to: Company, each Subsidiary and each Transferring Entity and each of their respective officers, directors, employees, agents, representatives, accountants and counsel to (ai) afford Buyer the Purchaser and its Representatives authorized representatives reasonable access to the offices, properties and the right to inspect all books and records of the Company’s Real Property, properties, assets, premises, books each Subsidiary and records, contracts, agreements and other documents and data each Transferring Entity to the extent related to the Company Parties; Transferred Business and (bii) furnish Buyer to the officers, employees, and its Representatives with authorized agents and representatives of the Purchaser such financial, additional financial and operating data and other data and information related regarding the Transferred Business (or copies thereof) as the Purchaser may from time to the Company Parties as Buyer or any of its Representatives may time reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation access or furnishing of information shall be conducted with reasonable advance notice to at the Sellers’ RepresentativePurchaser’s expense, during normal business hours, under the supervision of Sellers’ designated the Seller’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to business of the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to timeSeller and its Affiliates. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties Seller shall not be required to disclose any information to Buyer the Purchaser if such disclosure would be reasonably likely to: would, in the Seller’s reasonable discretion, (i) cause significant competitive harm to the Company Parties or the Company Business Seller and its Affiliates and their respective business if the transactions contemplated by this Agreement hereby are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize any attorney-client privilege; or other legal privilege or (iii) contravene any applicable LawLaws, fiduciary duty or Contract binding agreement entered into prior to the date hereof. (b) In order to facilitate the resolution of this Agreement. Notwithstanding any claims made against or incurred by the foregoingSeller relating to the Transferred Business, for a period of seven years after the Closing or, if shorter, the applicable period specified in the Purchaser’s document retention policy, the Purchaser shall (i) retain the books and records relating to the Transferred Business, the Company and the Subsidiaries relating to periods prior to the Closing, Buyer and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the Purchaser shall notify the Seller at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing in order to provide the Seller the opportunity to access such books and records in accordance with this Section 5.02(b). (c) In order to facilitate the resolution of any claims made against or incurred by the Purchaser, the Company or any Subsidiary relating to the Transferred Business, for a period of seven years after the Closing or, if shorter, the applicable period specified in the Seller’s document retention policy, the Seller shall (i) retain the books and records relating to the Transferred Business, the Company and the Subsidiaries relating to periods prior to the Closing which shall not contact any suppliers to, or customers ofotherwise have been delivered to the Purchaser, the CompanyCompany or any Subsidiary, and Buyer shall have no (ii) upon reasonable notice, afford the officers, employees, agents and representatives of the Purchaser reasonable access (including the right to perform invasive or subsurface investigations make, at the Purchaser’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the Seller shall notify the Purchaser at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Real Property, Closing in each case, without order to provide the prior written consent of Purchaser the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedopportunity to access such books and records in accordance with this Section 5.02(c).

Access to Information. From the date hereof until the Closing, the Sellers Seller shall, and shall cause the Company each Target and Acquired Subsidiary to: (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements agreements, and other documents and data related to the Company Partieseach Target and Acquired Subsidiary; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties each Target and Acquired Subsidiary as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers Seller and the Company each Target and Acquired Subsidiary to cooperate fully with Buyer in its investigation of the Companyeach Target and Acquired Subsidiary; provided, however, that any such investigation shall be conducted with during normal business hours upon reasonable advance notice to the Sellers’ RepresentativeSeller, under the supervision of Sellers’ designated Seller’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to timeeach Target and Acquired Subsidiary. Notwithstanding anything to the contrary in this Agreement, neither the Sellers Seller nor the Company Parties any Target or Acquired Subsidiary shall be required to disclose any information to Buyer if such disclosure would be reasonably likely towould, in Seller’s sole discretion: (iw) cause significant competitive harm to the Company Parties Seller, a Target or the Company Business an Acquired Subsidiary or their respective businesses if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (iix) jeopardize any attorney-client or other privilege; or (iiiy) contravene any applicable Law, fiduciary duty or Contract binding agreement entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior Prior to the Closing, without the prior written consent of Seller, which may be withheld for any reason, Buyer shall not contact any suppliers to, or customers of, the Company, any Target or Acquired Subsidiary and Buyer shall have no right to perform invasive invasive, destructive or subsurface investigations of a Target’s properties or any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedother environmental sampling (such as indoor air sampling).

Access to Information. From Seller agrees to provide Buyer with reasonable access to all information in the date hereof until possession of Seller or Representatives relating to the Closing, Group Companies or the Sellers shallContemplated Transactions, and shall cause the Company to: (a) afford Buyer and its Representatives access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related such information shall be treated as Confidential Information pursuant to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation terms of the Company; providedConfidentiality Agreement, howeverand Buyer agrees to maintain the confidentiality of the proposed transaction in all dealings with employees of Seller or the Group Companies. Seller shall not be required to provide such access if to do so would unreasonably interfere with the operations of the Group Companies or delivery of patient care and shall not be required to violate any obligation of confidentiality to which it is subject or to waive any privilege that it may possess in discharging its obligations pursuant to this Section 7.1, so long as Seller shall have used its commercially reasonable efforts to provide such information without violation of any such obligation or applicable Law. Buyer agrees that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to interfere unreasonably interfere with the normal operations of the CompanyGroup Companies. All requests by Buyer for access pursuant also agrees that it is not authorized to this Section 7.2 and shall be submitted not (and shall not permit any of its employees, agents, representatives or directed exclusively to the Sellers’ Representative Affiliates to) contact any employee (other than executive officers), payor, supplier, vendor, customer, patient or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure material business relation of the Transaction and Group Companies regarding the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, Contemplated Transactions prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the SellersSeller. Further, which consent shall not be unreasonably withheld, delayed Buyer agrees that neither it nor any of its Representatives will visit any Group Company unless accompanied by a Representative of Seller (or conditionedunless Seller authorizes a visit without a Representative of Seller).

Access to Information. From the date hereof of this Agreement until the ClosingEffective Time, the Sellers shall, Indigo and shall cause the Company to: shall (ai) afford Buyer give Parent and its Representatives reasonable access to and the right to inspect all of the Company’s Real Propertyoffices, properties, assets, premises, books and records, contractsContracts, agreements commitments, work papers and other documents and data related information relating to the Company Parties; or the Business, (bii) furnish Buyer to Parent and its Representatives with such financial, financial and operating data and other data and information related relating to the Company Parties Business as Buyer or any of its Representatives such Persons may reasonably request; request and (ciii) instruct Indigo employees with knowledge of the Representatives Business and counsel and financial advisors of Sellers Indigo and the Company to cooperate fully with Buyer Parent in its investigation of the Company; provided, however, that any such Business. Any investigation pursuant to this Section 5.04 shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to interfere unreasonably interfere with the normal operations conduct of Indigo or the Company. All requests by Buyer for access pursuant to this Section 7.2 Notwithstanding the foregoing, Indigo shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required have no obligation to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize which would waive attorney-client privilege; privilege or (iii) contravene any Applicable Law or Contract entered into prior to the date of this Agreement; provided, that Indigo shall use its use commercially reasonable efforts to seek to obtain such third party's consent to the disclosure of such information and implement requisite procedures to enable the disclosure of such information. Without limiting the foregoing, in the event that the Company does not disclose information in reliance on the preceding sentence, it shall provide notice to Parent that it is withholding such information and shall use its reasonable efforts to communicate to the extent feasible, the applicable Law, fiduciary duty information in a way that would not waive such privilege or contravene such Applicable Law or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior All requests for access to the Closingoffices, Buyer properties, books and records Contracts, commitments, work papers and other documents and information relating to the Company or the Business shall not be made to such Representatives of Indigo as Indigo shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that neither Parent nor any of its Representatives shall contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Propertyemployees, customers (including dealers and distributors), suppliers or joint venture partners of Indigo or any of its Subsidiaries regarding the transactions contemplated hereby, whether in each caseperson or by telephone, electronic or other mail or other means of communication, without the specific prior written consent authorization of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedsuch Representatives of Indigo.

Access to Information. From the date hereof until the Closing, the Sellers shall, and shall cause the Company to: (a) afford Seller shall cooperate with Buyer and provide Buyer and its authorized Representatives until the Closing Date reasonable access to the Facilities, and the right will permit Buyer and its authorized Representatives to inspect make such inspections and testing and conduct such interviews and inquiries including inquiries of Seller's independent accountants as Buyer may reasonably require in connection with Buyer's review of Seller's business. Buyer shall conduct all of the Company’s Real Propertysuch inspections, properties, assets, premises, books and records, contracts, agreements testing and other documents information gathering described above only (a) at Buyer's sole cost and data related to the Company Parties; expense, (b) furnish Buyer and its Representatives with such financialduring regular business hours, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as which will not to unreasonably unduly interfere with the normal operations operation of the CompanyBusiness. All requests Any and all such information gathered by Buyer for access as a result of, or in connection with, such information gathering shall be kept strictly confidential and shall not be revealed to, or discussed with, any person other than the authorized Representatives of Buyer who agree to comply with the provisions of section 11.2 of this Agreement and the provisions of this Section. In the event the Closing is not consummated, such information shall be returned to the Seller in accordance with this Agreement. Buyer and Del Monte Foods shall indemnify Seller and hold it harmless from and against any and all damages arising out of or resulting from the Buyer's information gathering pursuant to this Section 7.2 shall Agreement. (b) In addition, after the Closing, Seller agrees to cooperate reasonably in connection with the audit to be submitted or directed exclusively conducted by Buyer's accountants with respect to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into for periods occurring prior to the date of this Agreement. Notwithstanding the foregoing, prior to Closing which audit will commence after the Closing, and to make its outside accountants available to Buyer shall not contact any suppliers toin connection therewith, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedupon reasonable advance notice.

Access to Information. From the date hereof of this Agreement until the ClosingEffective Time, the Sellers shall, Company shall and shall cause each of its Subsidiaries to afford to Acquisition Subsidiary and its officers, employees, accountants, counsel and its authorized representatives reasonable access during normal business hours upon reasonable prior notice to all of its books, records, assets, properties (provided that no environmental testing may be performed) and operations and, during such period, the Company to: shall furnish promptly to Acquisition Subsidiary (ai) afford Buyer a copy of each report, letter, registration statement and other document filed or received by it during such period pursuant to the requirements of the Exchange Act, (ii) a copy of all correspondence, including pleadings, relating to the obtaining of the order referred to in paragraph (iii)(d) of Annex A and (iii) such other information used in the operation of its business as Acquisition Subsidiary may reasonably request and the provision of which is not inconsistent with applicable laws and would not breach any agreements. Acquisition Subsidiary and its authorized representatives will conduct all such inspections in a manner which will minimize any disruptions of the business and operations of the Company and its Subsidiaries. Until the Effective Time, each of Parent and Acquisition Subsidiary will hold such information confidential and will not disclose such information to any third party other than their officers, directors, employees, agents and advisors and other representatives who need to know such information in connection with the transactions contemplated hereby (their "Representatives"), or use it for any purpose other than in connection with the transactions contemplated hereby, except to the extent it is required to do so by legal process following notice to the Company, and will cause such information to be so held by their Representatives. Upon a termination of this Agreement pursuant to Section 8.1, Parent, Acquisition Subsidiary and its Representatives access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related shall return to the Company Parties; (band hold confidential) furnish Buyer and its Representatives with such financial, operating and other data and all information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access provided pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or 6.3 and all materials in their possession reflecting such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedinformation.

Access to Information. From the date hereof until the Closing, the Sellers Seller shall, and shall cause each of the Company Subsidiary LLCs to: (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to each of the Company PartiesSubsidiary LLCs; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to each of the Company Parties Subsidiary LLCs as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers Seller and each of the Company Subsidiary LLCs to cooperate fully with Buyer in its investigation of any of the CompanySubsidiary LLCs; provided, however, that any such investigation shall be conducted with during normal business hours upon reasonable advance notice to the Sellers’ RepresentativeSeller, under the supervision of Sellers’ designated Seller's personnel and in such a manner as not to unreasonably interfere with the normal operations of the CompanySubsidiary LLCs. All requests by Buyer for access pursuant to this Section 7.2 5.02 shall be submitted or directed exclusively to the Sellers’ Representative ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, CEO of Seller, or such other individuals as the Sellers Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any of the Sellers nor the Company Parties Subsidiary LLCs shall be required to disclose any information to Buyer if such disclosure would be reasonably likely towould, in Seller's sole discretion: (iw) cause significant competitive harm to Seller, any of the Company Parties or the Company Business Subsidiary LLCs and their respective businesses if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (iix) jeopardize any attorney-client or other privilege; or (iiiy) contravene any applicable Law, fiduciary duty or Contract binding agreement entered into prior to the date of this Agreement; or (z) reveal bids received from third parties in connection with transactions similar to those contemplated by this Agreement and any information and analysis (including financial analysis) relating to such bids. Notwithstanding the foregoing, prior Prior to the Closing, without the prior written consent of Seller, which may be withheld for any reason, Buyer shall not contact any suppliers to, or customers of, any of the Company, Subsidiary LLCs and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property. Buyer shall, in each caseand shall cause its Representatives to, without abide by the prior written consent terms of the Sellers, which consent shall not be unreasonably withheld, delayed Confidentiality Agreement with respect to any access or conditionedinformation provided pursuant to this Section 5.02.

Access to Information. From the date hereof until the Closing, the Sellers Seller shall, and shall cause the Company its Subsidiaries to: (a) afford provide Buyer and its Representatives reasonable access to and the right reasonable rights to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company PartiesPurchased Assets; (b) furnish Buyer and its Representatives with copies of all books, records and documents and such financial, operating and other data and information related to the Company Parties Purchased Assets as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers Seller and the Company its Subsidiaries to cooperate fully with Buyer in its investigation of the CompanyPurchased Assets; provided, however, that any such investigation shall be conducted with during normal business hours upon reasonable advance notice to the Sellers’ RepresentativeSeller, under the supervision of SellersSeller’s or its Subsidiaries’ designated personnel or their respective Representatives and in such a manner as not to unreasonably interfere with the normal operations conduct of the Companybusinesses of Seller. All requests by Buyer for access pursuant to this Section 7.2 6.01 shall be submitted or directed exclusively to the Sellers’ Representative ▇▇▇▇▇▇▇▇▇ LLC or such other individuals as the Sellers Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers Seller nor the Company Parties its Subsidiaries shall be required to disclose any information to Buyer if such disclosure would be reasonably likely tocould, in Seller’s reasonable discretion: (ix) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction Seller and the Company Business after Closing shall be deemed not to cause competitive harmits businesses; (iiy) jeopardize any attorney-client privilegeor other privilege available to Seller or its Affiliates; or (iiiz) contravene violate any applicable Law, fiduciary duty or Contract binding agreement entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior Prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the SellersSeller, which consent not to be unreasonably withheld or delayed, Buyer shall not be unreasonably withheldcontact any equity holder of, delayed member of the boards of directors of, employees of, agents of, suppliers to or conditionedcustomers of, Seller or its Subsidiaries. Buyer shall, and shall cause its Representatives to, abide by the terms of the Mutual Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.01.

Access to Information. From the date hereof until the Closing, the Sellers Seller shall, and shall cause the Company to: (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company PartiesCompany; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers Seller and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with during normal business hours upon reasonable advance notice to the Sellers’ RepresentativeSeller, under the supervision of Sellers’ designated Seller's personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 5.02 shall be submitted or directed exclusively to the Sellers’ Representative ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, CEO of Seller, or such other individuals as the Sellers Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers Seller nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely towould, in Seller's sole discretion: (iw) cause significant competitive harm to Seller, the Company Parties or the Company Business and their respective businesses if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (iix) jeopardize any attorney-client or other privilege; or (iiiy) contravene any applicable Law, fiduciary duty or Contract binding agreement entered into prior to the date of this Agreement; or (z) reveal bids received from third parties in connection with transactions similar to those contemplated by this Agreement and any information and analysis (including financial analysis) relating to such bids. Notwithstanding the foregoing, prior Prior to the Closing, without the prior written consent of Seller, which may be withheld for any reason, Buyer shall not contact any suppliers to, or customers of, the Company, Company and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property. Buyer shall, and shall cause its Representatives to, maintain strictest confidentiality (in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed accordance with Seller’s standard non-disclosure agreement) with respect to any access or conditionedinformation provided pursuant to this Section 5.02.

Access to Information. From the date hereof of this Agreement until the Closing, the Sellers shall, and Seller shall cause the Company to: (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books Books and recordsRecords, contracts, agreements Assigned Contracts and other documents and data related to the Company PartiesBusiness; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties Business as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company Seller to cooperate fully with Buyer in its investigation of the CompanyBusiness; provided, however, that any such investigation shall be conducted with during normal business hours upon reasonable advance notice to the Sellers’ RepresentativeSeller, under the supervision of Sellers’ designated Seller’s personnel and in such a manner as not to interfere unreasonably interfere with the normal operations conduct of the CompanyBusiness or any other businesses of Seller. All requests by Buyer for access pursuant to this Section 7.2 6.02 shall be submitted or directed exclusively to the Sellers’ Representative ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or such other individuals as the Sellers Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties Seller shall not be required to disclose any information to Buyer if it is reasonably foreseeable that such disclosure would be reasonably likely towould, in Seller’s reasonable judgment: (ix) cause significant competitive harm to Seller and its businesses, including the Company Parties or the Company Business Business, if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (iiy) jeopardize any attorney-client or other privilege; or (iiiz) contravene any applicable Law, fiduciary duty Law or Contract binding agreement entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior Prior to the Closing, without the prior written consent of Seller, which shall not be unreasonably withheld, Buyer shall not contact any suppliers to, or customers of, the CompanyBusiness in connection with the transactions contemplated hereby, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property. Buyer shall, in each caseand shall cause its Representatives to, without abide by the prior written consent terms of the Sellers, which consent shall not be unreasonably withheld, delayed Confidentiality Agreement with respect to any access or conditionedinformation provided pursuant to this Section 6.02.

Access to Information. From Seller shall, during the period from the date hereof until to the Closing, furnish promptly to Buyer (i) copies of monthly financial reports and development reports, (ii) the Sellers shallFinancial Statements and (iii) all other information concerning the Business, and shall cause the Company to: (a) afford Buyer and its Representatives access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with . Buyer in its investigation of the Company; provided, however, that will hold any such investigation shall be conducted with reasonable advance notice information furnished to the Sellers’ Representativeit by Seller, under the supervision of Sellers’ designated personnel and which is nonpublic, in such a manner as not to unreasonably interfere confidence in accordance with the normal operations of Confidentiality Agreement dated February 1, 2010 between Buyer and Seller (the Company“Confidentiality Agreement”). All requests by Buyer for access No information or knowledge obtained in any investigation pursuant to this Section 7.2 7.2(e) shall affect or be submitted deemed to modify or directed exclusively limit any of the representations, warranties, covenants or agreements contained in this Agreement or the conditions to the Sellers’ Representative or such other individuals as obligations of the Sellers may designate in writing from time parties to timeconsummate the transactions contemplated herein. Notwithstanding anything Following the Time of Possession, upon reasonable notice, Buyer shall provide Seller with reasonable access and duplicating rights, subject to the contrary in terms of the Confidentiality Agreement, during normal business hours, to all of Buyer's personnel, Property, Assumed Contracts, books and records related to Seller (other than the Excluded Property) and shall cooperate with Seller, subject to the terms of Article XIV, as reasonably necessary for Seller to pursue or defend, as required or permitted by this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm third party suit, claim, action, proceeding or investigation relating to the Company Parties or the Company Business if claims in connection with this Agreement and the transactions contemplated by this Agreement are not consummatedhereby, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; including, without limitation, any suit, claim, action, proceeding or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior investigation related to the date of this AgreementExcluded Property. Notwithstanding the foregoing, prior Buyer shall not be required to provide any information which (i) it reasonably believes it may not provide to Seller and its representatives by reason of applicable law or by a confidentiality agreement with a third party, or (ii) constitutes information protected by the attorney/client and/or attorney work product privilege. If any material is withheld by Buyer pursuant to the Closingimmediately preceding sentence, Buyer shall not contact any suppliers to, or customers of, inform Sellers as to the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any general nature of the Real Property, in each case, without the prior written consent of the Sellers, material which consent shall not be unreasonably is being withheld, delayed or conditioned.

Access to Information. From the date hereof until the Closing, the Sellers shall, (a) The Company shall (and shall cause each Subsidiary to) permit representatives of the Buyer to have full access (at all reasonable times, and in a manner so as not to interfere with the normal business operations of the Company to: (a) afford Buyer and its Representatives access to and the right Subsidiaries) to inspect all of the Company’s Real Propertypremises, properties, assets, premises, books financial and accounting records, contracts, agreements other records and other documents documents, and data related personnel, of or pertaining to the Company Parties; and each Subsidiary. (b) furnish The Company shall introduce the Buyer to its principal suppliers, customers and employees to facilitate discussions between such persons and the Buyer in regard to the conduct of business following the Closing Date. (c) Each of the Buyer and its Representatives the Transitory Subsidiary (i) shall treat and hold as confidential any Confidential Information (as defined below), (ii) shall not use any of the Confidential Information except in connection with such financialthis Agreement, operating and other data and information related (iii) if this Agreement is terminated for any reason whatsoever, shall return to the Company Parties as all tangible embodiments (and all copies) thereof which are in its possession. For purposes of this Agreement, "Confidential Information" means any confidential or proprietary information of the Company or any Subsidiary that is furnished in writing to the Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and Transitory Subsidiary by the Company to cooperate fully or any Subsidiary in connection with Buyer in its investigation of the Companythis Agreement and is labeled confidential or proprietary; provided, however, that it shall not include any such investigation shall be conducted with reasonable advance notice to information (A) which, at the Sellers’ Representativetime of disclosure, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations is available publicly, (B) which, after disclosure, becomes available publicly through no fault of the Company. All requests by Buyer for or the Transitory Subsidiary, (C) which the Buyer or the Transitory Subsidiary knew or to which the Buyer or the Transitory Subsidiary had access pursuant prior to this Section 7.2 shall be submitted disclosure or directed exclusively to (D) which the Sellers’ Representative Buyer or such the Transitory Subsidiary rightfully obtains from a source other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor than the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioneda Subsidiary.

Access to Information. From a. The Purchaser and its authorized representatives shall have full access during normal business hours to all properties, books, records, contracts, and documents of the date hereof until Private Company, and the ClosingPrivate Company shall furnish or cause to be furnished to the Purchaser and its authorized representatives all information with respect to its affairs and business as the Purchaser may reasonably request. Unless required by law, the Sellers shallPurchaser shall hold, and shall cause its representatives to hold confidential, all such information and documents, other than information that (i) is in the public domain at the time of its disclosure to the Purchaser; (ii) becomes part of the public domain after disclosure through no fault of the Purchaser; (iii) is known to the Purchaser or any of its officers or directors prior to disclosure; or (iv) is disclosed in accordance with the written consent of the Private Company. In the event this Agreement is terminated prior to Closing, the Purchaser shall, upon the written request of the Private Company, promptly return all copies of all documentation and information provided by the Private Company to: (a) afford Buyer hereunder. b. The Private Company and its Representatives authorized representatives shall have full access during normal business hours to and the right to inspect all of the Company’s Real Property, properties, assetsbooks, premises, books and records, contracts, agreements and other documents of the Purchaser, and data related the Purchaser shall furnish or cause to be furnished to the Private Company Partiesand its authorized representatives all information with respect to its affairs and business the Private Company may reasonably request. Unless required by law, the Private Company shall hold, and shall cause its representatives to hold confidential, all such information and documents, other than information that (i) is in the public domain at the time of its disclosure to the Private Company; (bii) furnish Buyer and its Representatives with such financial, operating and other data and information related becomes part of the public domain after disclosure through no fault of the Private Company; (iii) is known to the Private Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company officers or directors prior to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilegedisclosure; or (iiiiv) contravene any applicable Law, fiduciary duty or Contract entered into prior to is disclosed in accordance with the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the SellersPurchaser. In the event this Agreement is terminated prior to Closing, which consent shall not be unreasonably withheldthe Private Company shall, delayed or conditionedupon the written request of the Purchaser, promptly return all copies of all documentation and information provided by the Purchaser hereunder.

Access to Information. From (a) In connection with the date hereof until Transactions, upon reasonable advance notice to the ClosingCompany and subject to the requirements of any Laws governing access to information, the Sellers shall, Company shall (and shall cause each of the Company other Acquired Companies to: (a) afford Buyer provide Purchaser and its Representatives access authorized agents and representatives (“Representatives”) with reasonable access, during normal business hours and without disruption to and their day-to-day business, from the right date of this Agreement to inspect all the earlier of the Company’s Real PropertyClosing Date or termination of this Agreement, to the offices, properties, assetsplants, premises, other facilities and books and records, contracts, agreements and other documents and data related records solely to the Company Parties; extent pertaining to the Acquired Companies and, during such period, it shall (band shall cause each of the other Acquired Companies to) furnish Buyer and its to such Representatives with such all financial, operating and other data and other information related to in the Company Parties possession of Seller or the Acquired Companies concerning the Acquired Companies as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the Companyrequested. All requests by Buyer for Any access provided pursuant to this Section 7.2 5.2(a) shall be submitted subject to or directed exclusively to with the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor participation of the Company Parties shall be required to disclose or a designated representative of the Company. (b) Purchaser agrees that it will, and will cause its Representatives to, use any information obtained pursuant to Buyer if such disclosure would be reasonably likely this Section 5.2 only in connection with the Transactions. Purchaser agrees that it will not, and it will cause its Representatives not to: (i) cause significant competitive harm to the Company Parties , contact any officer, director, employee, customer, supplier, distributor, or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure other material business relation of the Transaction and Acquired Companies, in respect of the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoingAcquired Companies, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, Closing without the prior written consent of the SellersCompany, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed. Without limiting the foregoing, Purchaser and its Representatives shall, in coordination with Seller, be allowed to discuss the Transactions with the customers and employees set forth on Exhibit 6. (c) The Confidentiality Agreement shall apply with respect to Confidential Information, as defined therein, furnished to Purchaser or its Representatives pursuant to this Section 5.2.

Access to Information. From During the date hereof until the ClosingPre-Closing Period, the Sellers shall, Company shall (and shall cause the Company each of its Subsidiaries to: (a) afford to the Buyer’s Representatives, solely for purposes of furthering the Merger and the other transactions contemplated hereby (including the review of the Estimated Closing Adjustment Statement by the Buyer and its Representatives access pursuant to Section 2.6(a)) or integration planning relating thereto, reasonable access, upon reasonable notice, during normal business hours and in a manner that does not materially and unreasonably disrupt or interfere with business operations (and in all cases subject to any reasonable measures implemented by the right Company in connection with COVID-19 or any other pandemic, epidemic or disease outbreak), to inspect all of the Company’s Real Property, properties, assets, premises, books and recordsits books, contracts, agreements Tax Returns, working papers, and other documents records as the Buyer shall reasonably request, and, during such period, the Company shall (and data related shall cause each of its Subsidiaries to) furnish promptly to the Company Parties; (b) furnish Buyer all information concerning its business, properties and its Representatives with such financial, operating and other data and information related to assets as the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall not be required to permit any inspection or other access, or to disclose any information to Buyer if such disclosure would be reasonably likely toinformation, that in the reasonable judgment of the Company would: (i1) cause significant competitive harm result in the disclosure of any trade secrets of any third party, (2) violate any legal requirement or contract or any obligation of the Company with respect to confidentiality or privacy, including under any privacy policy, or (3) waive protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; provided, further that the Company shall use commercially reasonable efforts to arrange such alternative access for the Buyer in a manner that would not result in such disclosure, violation or waiver. Any such information shall be subject to the Company Parties Confidentiality Agreement. Prior to the Closing, the Buyer shall not (and shall cause its Affiliates and Representatives not to) contact or communicate with any of the employees, licensors or suppliers of the Company Business if or any of its Subsidiaries in connection with the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedCompany.

Access to Information. (a) From the date hereof until the ClosingEffective Time, unless prohibited by Applicable Law, the Sellers shall, Company shall and shall cause the Company to: Subsidiaries to (ai) afford give Buyer and its Representatives financing sources and their respective counsel, financial advisors, auditors and other authorized representatives reasonable access to and the right to inspect all of the Company’s Real Propertyoffices, properties, assets, premisessenior management, books and recordsrecords of the Company and the Company Subsidiaries, contracts(ii) furnish to Buyer and its financing sources and their respective counsel, agreements financial advisors, auditors and other documents authorized representatives such financial and operating data related and other information relating to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives Company Subsidiary as such Persons may reasonably request; request and (ciii) instruct the Representatives of Sellers its and the Company Subsidiaries’ employees, counsel and financial advisors to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such Company and the Company Subsidiaries. Any investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively conducted in such manner so as not to interfere unreasonably with the Sellers’ Representative or such other individuals as conduct of the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor business of the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business Subsidiaries. Notwithstanding the foregoing, the Company shall have no obligation to disclose or provide Buyer with (A) access to any personnel records of the Company or any Company Subsidiary if the transactions contemplated by this Agreement are not consummated, provided that disclosure of such records to Buyer would violate Applicable Law, or (B) any information or access the Transaction and disclosure or provision of which would in the Company Business after Closing shall be deemed not to cause competitive harm; (ii) Company’s good faith opinion jeopardize the attorney-client privilege; privilege of the Holders, the Company or (iii) contravene any applicable LawCompany Subsidiary, fiduciary duty or Contract entered into prior to the date violate any Applicable Law or contractual obligation of this Agreementconfidentiality. Notwithstanding In addition, notwithstanding the foregoing, prior to the Closing, (x) without the prior written consent of the Company (which consent may not be unreasonably withheld), Buyer shall not contact any suppliers to, or customers ofcustomers, distributors, patients, payors, partners, co-investors or securityholders of the CompanyCompany or any Company Subsidiary or other Joint Venture, and provided that the Company shall have the right to have a representative present during any such contact in the event that it consents to such contact; provided that notwithstanding the foregoing the Company acknowledges that Buyer is engaged in the same business as the Company and the Company Subsidiaries and neither this Section 5.04 nor any other provision of this Agreement shall in any way prohibit or restrict Buyer’s ability to conduct its business in the Ordinary Course of Business, including contacting any such Persons described above in Buyer’s Ordinary Course of Business so long as such contact is not related to the transactions contemplated by this Agreement and Buyer does not breach the terms and provisions of the Confidentiality Agreement, and (y) Buyer shall have no right to perform or cause to be performed any invasive or subsurface investigations of the properties or Facilities of the Company or any of the Real PropertyCompany Subsidiaries, in each case, without the prior written consent including any sampling or testing of the Sellersair, which consent shall not soil, surface water, groundwater, building materials or other environmental media. Any information obtained by Buyer, its financing sources or their respective representatives will be unreasonably withheld, delayed or conditionedsubject to the terms of the Confidentiality Agreement.

Access to Information. From Prior to the date hereof until closing, NET and its representatives may make such investigation of the Closingproperty, assets and businesses of the Sellers shallBusiness as they may desire, and the Company shall give to NET and to its counsel, accountants and other representatives, upon reasonable notice, full access, during normal hours throughout the period prior to the closing, to all of the assets, books, commitments, agreements, records and files of the Company relating to the Company and the Company shall furnish to NET during that period all documents and copies of documents and information concerning the Company as NET reasonably may request. NET shall hold, and shall cause the Company to: (a) afford Buyer its representatives to hold, all such information and its Representatives access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related all other information and documents delivered pursuant to this agreement confidential and, if the purchase and sale contemplated by this agreement is not consummated for any reason, shall return to the Company Parties; all such information and documents and any copies as soon as practicable, and shall not disclose any such information (bthat has not previously been disclosed by a party other than NET) furnish Buyer to any third party, unless required to do so pursuant to an order under applicable laws and regulations or pursuant to a subpoena or other legal process. NET's confidentiality obligations under this section shall survive the termination of this agreement. Prior to the closing, the Company and its Representatives with representatives may make such financialreasonable investigation of the financial condition and business of NET as they may desire, operating and other data and information related NET shall give to the Company Parties as Buyer or any of and to its Representatives may reasonably request; counsel and (c) instruct representatives, upon reasonable notice, reasonable access during normal business hours throughout the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice period prior to the Sellers’ Representativeclosing to the books and records of NET. The Company shall hold, under the supervision of Sellers’ designated personnel and in shall cause its representatives to hold, all such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access information and documents and all other information and documents delivered pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreementagreement confidential and, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions purchase and sale contemplated by this Agreement are agreement is not consummatedconsummated for any reason, provided shall return to NET all such information and documents and any copies as soon as practicable, and shall not disclose any such information (that disclosure of has not previously been disclosed by a party other than the Transaction Company) to any third party, unless required to do so pursuant to an order under applicable laws and regulations or pursuant to a subpoena or other legal process. The Company's confidentiality obligations under this section shall survive the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date termination of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedagreement.

Access to Information. From (a) Upon reasonable notice and subject to applicable Laws relating to the date hereof until the Closingexchange of information, the Sellers each of Parent and Seller shall, and shall cause each of its Affiliates (including the Company Bank) to: (a) , afford Buyer to the officers, employees, accountants, counsel and other Representatives of Buyer, access, during normal business hours during the period prior to the Closing, to all of Parent and its Representatives access to and Affiliates' (including the right to inspect all of the Company’s Real Property, Bank) properties, assets, premises, books and recordsbooks, contracts, agreements commitments, records, Tax Records, officers, employees, accountants, counsel and other documents and data Representatives, in each case to the extent related to the Company Parties; (b) furnish Buyer Bank or its business and its Representatives with such financial, operating and other data and information related in a manner not unreasonably disruptive to the Company Parties business of the Bank, and, during such period, each of Parent and Seller shall, and shall cause each of its Affiliates (including the Bank) to, make available to Buyer all information concerning the Bank's business, properties and personnel as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives . Neither Parent, Seller nor any of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties their Affiliates shall be required to provide access to or to disclose any information to Buyer if where such access or disclosure would be reasonably likely to: (i) cause significant competitive harm to violate the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummatedrights of its customers, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize any attorney-client privilege; or (iii) work product privilege or contravene any applicable Law, rule, regulation, Judgment or fiduciary duty or Contract entered into existing prior to the date of this AgreementAgreement or binding agreement listed in Section 6.2 of the Seller Disclosure Schedule. Notwithstanding The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the foregoing, prior restrictions of the preceding sentence apply. (b) All information furnished to the Closing, Buyer pursuant to Section 6.2(a) shall not contact any suppliers be subject to, or customers of, the Company, and Buyer shall have no right hold all such information in confidence in accordance with, the provisions of the Mutual Nondisclosure Agreement, dated July 10, 2001 (the "Confidentiality Agreement"), between Affiliates of Buyer and Seller. Notwithstanding the foregoing or any provision of the Confidentiality Agreement, each of Parent and Seller acknowledges and agrees that (and each of Parent and Seller shall cause each of its Affiliates to perform invasive acknowledge and agree that) from and after the Closing, all information relating to the Bank or subsurface investigations its business shall be deemed to be confidential information of Buyer (except to the extent publicly available or available from a third party not subject to a confidentiality obligation with respect to such information) and shall not be subject to the terms of the Confidentiality Agreement. (c) No investigation by any of the Real Propertyparties or their respective Representatives shall affect the representations, in each casewarranties, without the prior written consent covenants or agreements of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedother set forth herein.

Access to Information. From the date hereof until the Closing, the Sellers Seller shall, and shall cause the Company to: (a) afford Buyer and its Representatives access Representatives, upon not less than two (2) days’ prior written notice, reasonable access, during normal business hours of the Company, to officers, employees and agents (including outside accountants) of the right Company and to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company PartiesCompany; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers Seller and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated Seller’s personnel and in such a manner as not to unreasonably interfere in any material respect with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers Seller nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely towould, in Seller’s sole discretion: (ix) cause significant competitive harm to Seller, the Company Parties or the Company Business and their respective businesses if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (iiy) jeopardize any attorney-client client, attorney work product, or other privilege; or (iiiz) contravene any applicable Law, fiduciary duty or Contract binding agreement (including agreements with third parties) entered into prior to the date of this AgreementAgreement (it being agreed that the parties shall use their commercially reasonable efforts to cause such access or information to be provided in a manner that does not cause such harm, waiver or contravention, including by making substitute arrangements). Notwithstanding the foregoing, prior Prior to the Closing, without the prior written consent of Seller, which may be withheld for any reason, Buyer shall not contact any suppliers to, or customers of, the Company, Company and Buyer shall have no right to perform invasive or subsurface investigations of the Real Property. Buyer shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to Section 5.02. Except for disclosures expressly permitted by the terms of the Confidentiality Agreement, which shall survive the termination of this Agreement in accordance with the terms set forth therein, Buyer and Seller shall hold, and shall cause their respective officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received, directly or indirectly, from the Company or its Representatives in confidence in accordance with the Confidentiality Agreement, which Confidentiality Agreement shall remain in full force and effect in accordance with its terms; provided, however, that any use restrictions or other similar limitations set forth therein shall be inapplicable with respect to any of the Real Propertytransactions contemplated by this Agreement or any proposal, in each case, without negotiations or actions by or on behalf of Buyer related to this Agreement and the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned.transactions contemplated hereby

Access to Information. (a) From the date hereof Effective Date until the Closing, the Sellers shall, and Company shall cause the Company to: (ai) afford Buyer Parent and its Representatives access full and free access, subject to Applicable Laws, to and the right to inspect all of the Company’s Real PropertyPremises, properties, assets, premises, books and records, contracts, agreements Contracts and leases and other documents and data related to the Company PartiesCompany; (bii) furnish Buyer Parent and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer Parent or any of its Representatives may reasonably requestrequest from time to time provided same is regularly prepared by the Company or can be prepared without undue effort or material expense; and (ciii) instruct cause the Representatives of Sellers and the Company to cooperate fully with Buyer Parent in its investigation of the Company; provided, however, that any such . Any investigation pursuant to this Section 6.04 shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to interfere unreasonably interfere with the normal operations conduct of the CompanyBusiness and at mutually agreeable times. All requests Except as otherwise provided in Section 6.11, no investigation by Buyer for access pursuant to this Section 7.2 Parent or its Representatives or other information received by Parent or its Representatives shall be submitted operate as a waiver or directed exclusively to the Sellers’ Representative otherwise affect any representation, warranty or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor agreement given or made by the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of Members in this Agreement. Notwithstanding the foregoing, prior Parent and its Representatives will not be permitted to the Closingcontact or communicate with Company’s vendors, Buyer shall not contact any suppliers to, customers or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without employees except with the prior written consent of the SellersCompany, which consent shall will not be unreasonably withheld, delayed conditioned or conditioneddelayed. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Mutual Non-Disclosure and Non-Circumvention Agreement, dated February 1, 2021, between Parent and Mission Holdings US, Inc. (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information. From the date hereof until the Closingearlier of the Closing and the termination of this Agreement in accordance with Article IX, the Sellers Seller shall, and shall cause the Company Companies to: , (a) afford Buyer Purchaser and its Designated Representatives reasonable access to and the right to inspect all of the Company’s Real Propertyreal property, properties, assets, premises, books and records, contracts, agreements Contracts and other documents and data related to the Company Parties; Business and (b) furnish Buyer Purchaser and its Designated Representatives with such financial, financial and operating and other data and information related to the Company Parties Business as Buyer Purchaser or any of its Designated Representatives may reasonably request; request and is prepared by Seller or the Companies in the Ordinary Course of Business. Notwithstanding anything contained herein to the contrary, (ci) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in all requests by Purchaser or its investigation of the Company; provided, however, that any such investigation Designated Representative for access shall be conducted submitted with reasonable advance notice by email to the Sellers’ RepresentativeD▇▇ ▇▇▇▇▇▇ (D▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇), with a copy to M▇▇▇▇▇▇ ▇▇▇▇ (M▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇.▇▇▇), and such access shall be conducted during normal business hours under the supervision of Sellers’ designated Seller’s personnel and in such a manner so as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties Seller or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harmCompanies; (ii) jeopardize the auditors and accountants of Seller or the Companies shall not be obligated to make any work papers (to the extent extant) available to any Person unless and until such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants; (iii) if the Parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with this Section 6.2 shall be subject to applicable rules relating to discovery; (iv) any investment banker, in-house counsel, outside counsel, accountant, auditor, or other advisor or representative retained by Seller or any of its Affiliates (including the Companies) shall not be obligated to make any work papers available to Purchaser or its Designated Representatives relating solely to the preparation, negotiation and execution of this Agreement and the other Transaction Agreements or the sale process generally; (v) any access to the Companies’ or their Affiliates’ properties shall be subject to Seller’s and its Affiliates’ reasonable security and insurance measures, shall be subject to any restrictions applicable to the properties, including the terms of any leases, and shall not include the right to conduct any surface, subsurface, invasive or intrusive environmental testing, sampling or other intrusive investigations of any kind; and (vi) Seller and the Companies shall not be required to provide access to any information that is subject to attorney-client privilege; , attorney work product protection, or (iii) contravene any applicable Law, fiduciary duty other confidentiality or Contract entered into prior privilege to the date of extent doing so, as reasonably determined by Seller, the Companies or their counsel, would cause such privilege or protection to be waived. No investigation by Purchaser or other information received by Purchaser shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned.