Common use of Access to Information Clause in Contracts

Access to Information. From the date of this Agreement until the Effective Time, to the extent permitted by applicable law, the Company and Parent will, during normal business hours and upon reasonable request, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”).

Access to Information. From the date of this Agreement until through the Effective Timeearlier of the Closing and such time as this Agreement is terminated in accordance with Article VIII, to the extent permitted by applicable law, Seller shall cause the Company and Parent willthe Company Subsidiaries to provide, during normal business hours solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable requestadvance notice and during regular business hours, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books assets, books, Contracts, insurance policies and records business, regulatory, financial and other records, and management and Representatives of the Company, as Buyer may request from time to time; provided that any such party access pursuant to this Section 5.2 shall be conducted in accordance with Applicable Law, under the supervision of Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Company and the Company Subsidiaries. The foregoing notwithstanding, Seller shall not be required to cause the Company or the Company Subsidiaries to provide such access if it would unreasonably disrupt the operations of Seller or its Subsidiaries (including the Company and the Company Subsidiaries), (b) furnish would cause a violation of any Contract, would, in the reasonable judgment of Seller or the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any Applicable Law, and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or violation. In addition, to the other party extent that Seller undertake and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation completes an appraisal of the business assets of the Company or Parentthe Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any third-party provider involved in its preparation, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given reasonably requested by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)Buyer.

Access to Information. From the date of this Agreement hereof until the Effective Time, to the extent permitted by applicable lawClosing, the Sellers shall, and shall cause the Company and Parent will, during normal business hours and upon reasonable request, to: (a) give the other party afford Buyer and its counsel, financial advisors, auditors and other authorized representatives reasonable Representatives access to and the officesright to inspect all of the Company’s Real Property, properties, assets, premises, books and records of such party records, contracts, agreements and its Subsidiaries, 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 other party and Company Parties as Buyer or any of its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Representatives may reasonably request, ; and (c) instruct its employees, counsel the Representatives of Sellers and financial advisors the Company to reasonably cooperate fully with the other party Buyer in its investigation of the business of the Company or ParentCompany; provided, as the case may be; provided however, that any such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without with reasonable advance notice to the prior consent 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, such consent to be within neither the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that Sellers nor the Company Parties shall perform be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the actions set forth on Section 7.3 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 Disclosure Schedules Business after Closing shall be deemed not to cause competitive harm; (subject ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the terms date of this Section 7.3)Agreement. Notwithstanding the foregoing, neither prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, on the one hand, nor Parent, on the other hand, and Buyer shall be required have no right to provide any information which it reasonably believes it may not provide to the other by reason perform invasive or subsurface investigations of any applicable lawof the Real Property, in each case, without the prior written consent of the Sellers, which constitutes information protected by attorney/client privilegeconsent shall not be unreasonably withheld, delayed or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)conditioned.

Access to Information. From Subject to the date Confidentiality Agreement and applicable Law (including Antitrust Laws) relating to the sharing of this Agreement until information, prior to the Effective TimeClosing Date, upon reasonable notice to the Company, the Company shall, and shall cause its Subsidiaries to, afford to Parent, upon its reasonable request, through Parent’s officers, employees and representatives, reasonable access to the properties (including the Real Property), businesses and operations and to all books, records, contracts and other assets of the Company and its Subsidiaries (including, for the avoidance of doubt, the Company providing Parent any forward-looking forecasts of cash flows of the Company or its Subsidiaries and other financial forecasts of the Company or its Subsidiaries, in each case, to the extent permitted by applicable law, prepared in the Company Ordinary Course of Business) (provided that Parent and Parent will, its representatives shall have access during normal business hours and upon reasonable requestin such a manner as not to interfere unreasonably with the business or operations of the Company) and, (a) give the other party at Parent’s cost and its counselexpense, financial advisors, auditors to make extracts and other authorized representatives reasonable access to the offices, properties, copies of such books and records of such party records. Parent and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized Parent’s representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably shall cooperate with the other party in Company and its investigation of the business of the Company or Parent, as the case may be; provided that such investigation representatives and shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall use their reasonable efforts to minimize any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject disruption to the terms of this Section 7.3)business. Notwithstanding anything herein to the foregoingcontrary, neither the Company, on the one hand, Company nor Parent, on the other hand, any of its Subsidiaries shall be required to provide any access to or disclose information which it reasonably believes it may not provide to where such access or disclosure would jeopardize the other by reason protection of any applicable law, which constitutes information protected by attorney/-client privilege, contravene any Law, or which it is required to keep confidential by reason of contract or agreement conflict with any third Person. Each party confidentiality obligations to which the Company or any of its Subsidiaries is bound (it being agreed that the parties shall use their commercially reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances cause such information to be provided in which a manner that would not result in such jeopardy, contravention or conflict). Notwithstanding anything to the restrictions contrary contained herein, prior to the Closing, without the prior written consent of a representative of the preceding sentence apply. All information obtained Company (who shall be identified in writing to Parent as the representative contemplated by Parent or the Company pursuant to this Section 7.3 6.1), (i) Parent shall be kept confidential in accordance withnot contact any suppliers to, and shall otherwise be subject to the terms or customers or employees of, the Confidentiality Agreement dated as Company or any of October 1, 2023 between its Subsidiaries and (ii) Parent and shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Company (the “Confidentiality Agreement”)or any of its Subsidiaries.

Access to Information. From the date of this Agreement hereof until the Effective Time, to the extent permitted by applicable lawTime (or termination of this Agreement), the Company and Parent willshall give Parent, during normal business hours and upon reasonable request, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives Representatives full access at reasonable access times to the offices, properties, permits, files, books and records of such party the Company and its Subsidiaries, (b) will furnish to the other party and Parent, its counsel, financial advisors, auditors and other authorized representatives Representatives such financial and operating data and other information as such Persons may reasonably request, request and (c) will instruct its the Company's employees, counsel and financial advisors to reasonably cooperate with the other party Parent in its investigation of the operations, business and/or properties of the Company and its Subsidiaries, including in connection with any environmental assessment or Parent, as the case assessments (which may beinclude visual and physical inspections and testing); provided that such no investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent pursuant to be within the Company’s reasonable discretion); and provided, further, that no such investigation this Section shall affect any representation or warranty given by either party hereunder; provided, further, that the Company to Parent hereunder and nothing herein shall perform require the actions set forth on Section 7.3 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 Company Disclosure Schedules (subject to the terms date of this Section 7.3)Agreement. Notwithstanding All nonpublic information provided to, or obtained by, Parent in connection with the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, transactions contemplated hereby shall be required to provide any information which it reasonably believes it may not provide to the other by reason "Evaluation Material" for purposes of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as previously executed by or on behalf of October 1, 2023 between Parent and the Company (the “"Confidentiality Agreement”"); provided, however, that notwithstanding anything to the contrary contained in the Confidentiality Agreement or this Agreement, nothing shall prohibit Parent or Merger Subsidiary from including, after prior consultation with the Company or its Representatives, in the Schedule TO, the Offer to Purchase, the other Tender Offer Documents or the Proxy Statement, any information that is required by law to be disclosed therein in connection with the purchase of Shares or the solicitation of proxies in connection with the Offer and the Merger, respectively.

Access to Information. (a) From the date of this Agreement hereof until the Effective Time, to the extent permitted by applicable lawClosing Date, the Company Sellers shall allow Buyer and Parent willits officers, directors, principals, employees, advisors, auditors, agents, bankers and other representatives (collectively, “Representatives”) access (including for inspection and copying) during normal business hours and (upon reasonable requestadvance notice, (aat mutually agreeable times, and in a manner that does not materially interfere with the operations of the Transferred Companies) give to the other party and its counselRepresentatives, financial advisorsproperties, auditors offices and other authorized representatives reasonable access to the offices, propertiesfacilities, books and records of such party the Company and each of its Subsidiaries, (b) and shall furnish to the other party and its counselBuyer with such financial, financial advisors, auditors operating and other authorized representatives such financial and operating data and other information as such Persons Buyer may reasonably request; provided, and (c) instruct that neither Buyer nor any of its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation Affiliates or Representatives shall contact any of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations any of its Subsidiaries’ employees, customers or suppliers without first coordinating such contact with the Company. (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing b) In order to facilitate the resolution of any environmental media be conducted without 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 consistent with the prior consent practices of the CompanyTransferred 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 consent to be within the Company’s reasonable discretion); books and providedrecords, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms Sellers entering into reasonable confidentiality agreements. (c) The provisions of this Section 7.3). Notwithstanding 6.3 shall be carried out in accordance with applicable Law relating to the foregoingexchange of information, neither and notwithstanding anything to the Companycontrary in this Agreement, on none of the one hand, nor Parent, on the other hand, Transferred Companies (or any of their respective Affiliates) shall be required to provide access to or disclose information where such access or disclosure would waive the attorney-client privilege of such party or contravene any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)Law.

Access to Information. (a) From the date of this Agreement until the Effective Time, to consummation of the extent permitted by applicable lawOffer, the Company will give Purchaser and Parent willits authorized representatives (including counsel, environmental and other consultants, accountants and auditors) full access during normal business hours to all facilities, personnel and upon reasonable requestoperations and to all books, (a) give the other party records, documents, contracts, and financial statements of it and its counselsubsidiaries, financial advisors, auditors will permit Purchaser to make such inspections as it may reasonably require and other authorized representatives reasonable access will cause its officers and those of its subsidiaries to the offices, properties, books and records of such party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives Purchaser with such financial and operating data and other information with respect to its business and properties as such Persons Purchaser may from time to time reasonably request, and . (cb) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of Purchaser acknowledges that information received by it or them concerning the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s and its operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (is subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1September 18, 2023 2000 between Parent Purchaser and the Company (the “Confidentiality "CONFIDENTIALITY AGREEMENT"). Without limiting the foregoing, Purchaser will not, and will cause their representatives not to, use any information obtained pursuant to Section 7.4 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement”. Subject to the requirements of law, Purchaser will keep confidential, and will cause their representatives to keep confidential, all information and documents obtained pursuant to Section 7.4 unless such information (i) was already known to Purchaser, (ii) becomes available to Purchaser from other sources not known by Purchaser to be bound by a confidentiality obligation, (iii) is disclosed with prior written approval of the Company, or (iv) is or becomes readily ascertainable from published information. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, Purchaser shall promptly cause all copies of documents or extracts thereof containing information and data as to the Company to be returned. In the event that this Agreement has been terminated or the transactions contemplated hereby shall have failed to be consummated and Purchaser or any of its agents or representatives are requested or required (by oral questions, interrogatories, requests for information, or documents in legal proceedings, subpoena, civil investigative demand, or other similar process) to disclose any of the materials delivered or obtained pursuant to this Agreement (the "COMPANY DOCUMENTATION")., Purchaser shall provide the Company with prompt written notice of any such request or requirement so that the Company may seek a protective order or other appropriate remedy. If, in the absence of a protective order or other remedy, Purchaser or any of its agents or

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 of this Agreement until to the earlier of the Effective Time, to Time or the extent permitted by applicable lawvalid termination of this Agreement, the Company shall, and shall cause its Subsidiaries to, afford to each member of the Parent will, during normal business hours Group and upon reasonable request, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives their Representatives reasonable access to the offices, properties, books and records of such party Company’s and its Subsidiaries’ properties, offices, personnel, Contracts, books, and records all other information concerning its businesses, properties and personnel (b) furnish other than any of the foregoing to the other party extent specifically related to the negotiation and execution of this Agreement, or, except as expressly provided in Section 6.02, to any Acquisition Proposal), in each case, as any member of the Parent Group or its counselrelevant Representatives (as applicable) reasonably requests in anticipation or furtherance of the consummation of the transactions contemplated hereby (including for integration planning) and in a manner so as to not unreasonably interfere with the normal business operations of the Company or any of its Subsidiaries. During such period described in the immediately preceding sentence, financial advisorson reasonable notice and subject to Applicable Law and during normal business hours, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) the Company shall instruct its employees, counsel and financial advisors pertinent Representatives to reasonably cooperate with the other party Parent Group in its investigation their review of any such information provided or made available pursuant to the business of immediately preceding sentence. (c) Anything to the contrary in Section 6.04(b) notwithstanding, the Company or Parent, as the case may be; provided that such investigation and its Subsidiaries shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide such access or disclosure of information if it (i) would, as reasonably determined based on the advice of outside counsel, jeopardize any information which it reasonably believes it may not provide 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 other by reason date hereof or after the date hereof in the ordinary course of business, (iii) would result in the disclosure of any applicable lawvaluations of the Company in connection with the transactions contemplated by this Agreement or any other strategic alternatives, which constitutes (iv) would be for the purpose of disclosure of such information protected by attorney/client privilegein any Proceeding between the Parties; provided, or which it is required to keep confidential by reason that, in the case of contract or agreement with any third Person. Each party clauses (i), (ii) and (iii), the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including (x) obtaining any required consent from any Third Party and (y) redacting such information (A) to remove references concerning valuation, (B) as necessary to comply with any Contract in effect on the restrictions date of this Agreement or after the preceding sentence apply. All date of this Agreement and (C) as necessary to address reasonable attorney-client, work-product or other privilege or confidentiality concerns) and to provide such information obtained by Parent or as to the Company pursuant applicable matter as can be conveyed. (d) Anything to the contrary in this Section 7.3 6.04 notwithstanding, nothing in this Section 6.04 shall be kept confidential in accordance withconstrued to require the Company, and shall otherwise be subject any of its Subsidiaries or any of their Representatives to the terms ofprepare any financial statements, the Confidentiality Agreement dated as of October 1projections, 2023 between Parent and the Company (the “Confidentiality Agreement”)reports, analyses, appraisals or opinions that are not readily available.

Access to Information. (a) From the date of this Agreement hereof until the Effective TimeClosing Date, upon reasonable notice, the Company shall, and shall cause each Subsidiary (and to the extent permitted by applicable lawit has the power to do so, each Joint Venture) and each of their respective officers, directors, employees, agents, representatives, accountants and counsel, to (i) afford the Company and Parent will, during normal business hours and upon reasonable request, (a) give the other party Purchaser and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records and key employees of such party the Company, each Subsidiary and its Subsidiaries, any Joint Venture and (bii) furnish to those officers, employees, and authorized agents and representatives of the other party and its counsel, financial advisors, auditors and other authorized representatives Purchaser who reasonably have a need to know such additional financial and operating data and other information regarding the Business (or copies thereof) as such Persons the Purchaser may from time to time reasonably request; provided, however, that any such access or furnishing of information shall be conducted at the Purchaser’s expense, during normal business hours, under the supervision of the Seller’s personnel and (c) instruct its employees, counsel and financial advisors in such a manner as not to reasonably cooperate unreasonably interfere with the other party in its investigation normal operations of the business Business. The Purchaser acknowledges and agrees that all notices of requests by the Company Purchaser or Parentits authorized representatives for (i) access to offices, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s properties or Parent’s operations (it being understood and agreed that in no event shall any invasive books or subsurface investigation or testing of any environmental media be conducted without the prior consent records of the Company, such consent any Subsidiary or any Joint Venture or (ii) additional financial and operating data or other information regarding the Business shall be directed solely to be within the Chief Financial Officer of the Company, and the Purchaser shall not direct any such notice to any other officer, director, employee, agent, representative, accountant or counsel of the Company, any Subsidiary or any Joint Venture without the written consent of the Chief Financial Officer of the Company. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to disclose any information to the Purchaser if such disclosure would, in the Seller’s sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof. (b) In order to facilitate the resolution of any claims made against or incurred by the Seller relating to the Business, for a period of seven (7) years after the Merger 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, the Company and the Subsidiaries relating to periods prior to the Merger, and (ii) upon reasonable discretionnotice, 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 provided, further, that no such investigation shall affect any representation or warranty given by either party hereunderrecords; provided, furtherhowever, that the Company Purchaser shall perform notify Seller at least thirty (30) days in advance of destroying any such books and records prior to the actions set forth on Section 7.3 seventh (7th) anniversary of the Merger 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 Disclosure Schedules (subject or any Subsidiary relating to the terms Business, for a period of seven (7) years after the Merger 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 Business, the Company and the Subsidiaries relating to periods prior to the Merger which shall not otherwise have been delivered to the Purchaser, either directly or indirectly through the Company or any Subsidiary, 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; provided, however, that the Seller shall notify the Purchaser at least thirty (30) days in advance of destroying any such books and records prior to the seventh (7th) anniversary of the Merger in order to provide the Purchaser the opportunity to access such books and records in accordance with this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”5.02(c).

Access to Information. (a) From the date hereof until the Closing, Seller shall, and shall cause the other Seller Entities and their respective Affiliates to, (i) afford Purchaser and its Representatives reasonable access to those portions of the Seller Entities’ facilities containing the Purchased Assets and to properties, assets, books and records, business and financial records (including computer files, retrieval programs and similar documentation), Purchased Contracts and other documents and data related to the Business and the Purchased Assets; (ii) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Business and Purchased Assets as Purchaser or any of its Representatives may reasonably request, including information regarding Inventory levels and day-to-day operations; and (iii) instruct the Representatives of Seller to reasonably cooperate with Purchaser and its Representatives in its investigation of the Business and Purchased Assets; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to Seller, and in such a manner as not to unreasonably interfere with the conduct of the Business or any other businesses of Seller. All requests by Purchaser for access pursuant to this Section 5.2 shall be submitted or directed exclusively to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ or such other individuals as Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to Purchaser if such disclosure would, in Seller’s reasonable judgment: (A) cause competitive harm to Seller and its businesses, including the Business, if the transactions contemplated by this Agreement are not consummated; (B) jeopardize any attorney-client or other legal privilege; (C) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement or (D) reveal bids received from third parties in connection with the potential acquisition of the Business and any information and analysis (including financial analysis) relating to such bids. Prior to the Closing, without the prior written consent of Seller, Purchaser shall not contact any suppliers to, or customers of, the Business. Purchaser 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 this Section 5.2. (b) From the date of this Agreement until the Effective Time, to the extent permitted earlier of the Closing Date or the date this Agreement is terminated, Seller shall deliver to Purchaser by applicable lawno later than the twentieth (20th) day following the end of each month during such period unaudited monthly financial statements of the Business, prepared in a manner consistent with the Company preparation of the Interim Balance Sheet and Parent willthe 2026 Forecast, during normal business hours and upon reasonable requestsuch other financial data, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data supporting schedules and other information as such Persons Purchaser may reasonably request, and (crequest in order to evaluate whether the condition set forth in Section 6.2(b) instruct its employees, counsel and financial advisors to has been or is reasonably cooperate with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent likely to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)triggered.

Access to Information. From the date of this Agreement hereof until the Effective TimeClosing, to the extent permitted by applicable lawSeller shall, and shall cause each of the Company and Parent will, during normal business hours and upon reasonable request, to: (a) give the other party afford Buyer and its counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access to and the officesright to inspect all of the Real Property, properties, assets, premises, books and records of such party records, contracts, agreements and its Subsidiariesother documents and data and, with Seller’s prior written consent (not to be unreasonably withheld, conditioned or delayed) officers, directors, employees, customers and other business relations, related to the Company; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the other party and Company as Buyer or any of its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Representatives may reasonably request, ; and (c) instruct its employees, counsel the Representatives of Seller and financial advisors the Company to reasonably cooperate with the other party Buyer in its investigation of the business of the Company or ParentCompany; provided, as the case may be; provided however, that any such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without during normal business hours upon reasonable advance notice to Seller, under the prior consent supervision of Seller’s personnel and in such a manner as not to materially interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 5.02 shall be submitted or directed exclusively to such individuals as Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that neither Seller nor the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide disclose any information which it reasonably believes it may to Buyer if such disclosure would: (x) cause material competitive harm to Seller, the Company, and their respective businesses if the transactions contemplated by this Agreement are not provide consummated; (y) jeopardize any attorney-client or other legal privilege; or (z) contravene any applicable Law. Prior to the other by reason Closing, without the prior written consent of Seller, not to be unreasonably withheld, conditioned or delayed, Buyer shall not contact any applicable law, which constitutes information protected by attorney/client privilegesuppliers to, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms customers of, the Confidentiality Agreement dated as Company. Prior to Closing, Buyer shall have no right to perform invasive or subsurface investigations of October 1, 2023 between Parent and the Company (Real Property without the “Confidentiality Agreement”)prior written consent of Seller.

Access to Information. From 5.9.1 Subject to applicable Law, during the period commencing on the date of this Agreement until Plan of Merger and ending at the earlier of the Effective Time, to Time and the extent permitted by applicable law, the Company and Parent will, during normal business hours and upon reasonable requesttermination of this Plan of Merger in accordance with Article VII, (a) give Company will, and will cause each of the other party Company Subsidiaries to, upon reasonable prior written notice, permit Purchaser and its counsel, financial advisors, auditors and other authorized representatives 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 Company Subsidiaries, to the officesofficers and senior management, propertiespremises, books agents, books, records, and records Contracts of such party or pertaining to Company and its Subsidiaries, the Company Subsidiaries as may be reasonably requested in writing; and (b) upon the reasonable request of Company, Purchaser shall furnish to the other party such reasonable information about it and its counsel, financial advisors, auditors business as is relevant to Company and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate shareholders in connection with the other party in its investigation transactions contemplated by this Plan of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunderMerger; provided, furtherhowever, that such access or disclosure of information will (i) comply with all applicable Laws, (ii) not result in, or reasonably be expected to result in, the Company shall perform the actions set forth on Section 7.3 waiver of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/-client privilege, or which it is required (iii) not result in, or reasonably be expected to keep confidential by reason result in, a material breach of contract any material Contract. No such access shall affect the representations, warranties, covenants or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions agreements of the preceding sentence apply. All information obtained by Parent parties (or the remedies with respect thereto) or the conditions to the obligations of the parties under this Plan of Merger. 5.9.2 All Information of Company (as defined in the Company Confidentiality Agreement) provided pursuant to this Section 7.3 Plan of Merger shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, provisions of the Confidentiality Agreement Agreement, dated as of October 1January 5, 2023 2024, between Parent Company and Purchaser ("Company Confidentiality Agreement"), which shall remain 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, dated as of April 4, 2024, between Company and Purchaser ("Purchaser Confidentiality Agreement", and together with the Company (the “Confidentiality Agreement”, the ("Confidentiality Agreements"), which shall remain in full force and effect in accordance with its terms.

Access to Information. From the date of this Agreement hereof until the Effective Time, to --------------------- termination or the extent permitted by applicable lawconsummation of the Offer, the Company will, and Parent willwill 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 requestnotice, (a) give the other party to its officers and employees and to its counsel, financial advisors, auditors offices and other authorized representatives reasonable access facilities and to the offices, properties, books and records of such party the Company and its Subsidiariessubsidiaries, (b) and will permit Purchaser to make inspections of such as Purchaser may reasonably require, and will cause the Company Representatives and the Company's subsidiaries to furnish Purchaser and the Purchaser Representatives to the extent available with such other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors with respect to reasonably cooperate with the other party in its investigation of the business and operations of the Company or Parent, and its subsidiaries as the case Purchaser may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent from time to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given time reasonably request. Unless otherwise required by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes Purchaser will, and will cause the Purchaser Representatives to, hold any such information protected by attorney/client privilege, or which it is required to keep confidential by reason in confidence until such time as such information otherwise becomes publicly available through no wrongful act of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent Purchaser or the Company Purchaser Representatives. No investigation pursuant to this Section 7.3 6.02 shall be kept confidential in accordance withaffect any representations or warranties of the parties ------------ herein or the conditions to the obligations of the parties hereto. In the event of termination of this Agreement for any reason, Purchaser will, and shall otherwise be subject will cause the Purchaser Representatives to, return to the terms of, the Confidentiality Agreement dated as Company or destroy all copies of October 1, 2023 between Parent and written information furnished by the Company or any of the Company Representatives to Purchaser or the Purchaser Representatives and destroy such portion of all memoranda, notes and other writings prepared by Purchaser or the Purchaser Representatives based upon or including the information furnished by the Company or any of the Company Representatives to the Purchaser or the Purchaser Representatives (and Purchaser will certify to the “Confidentiality Agreement”Company that such destruction has occurred).

Access to Information. From the date of this Agreement until the Effective Time, to (a) To the extent permitted by applicable lawLaw, from the date hereof until the earlier of the Closing and the termination of this Agreement, the Seller shall, and shall cause the Company to (i) provide the Buyer and Parent willits Representatives with reasonable access, upon reasonable prior notice and during normal business hours and upon reasonable requesthours, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the officespersonnel, assets, properties, and books and records of such party the Company and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably requestBusiness, and (cii) instruct furnish the Buyer and its employees, counsel Representatives with such information and financial advisors to data concerning the Company and the Business as the Buyer may reasonably cooperate request (including the preparation of internal monthly forecasts and management accounts which shall be shared with the other party Buyer as soon as reasonably practical following the production of such); provided, however, that any such access (i) shall be conducted in its investigation of a manner not to unreasonably interfere with the business Business or operations of the Company or Parent, as the case may be; provided that such investigation (ii) Buyer and its Representatives shall not unreasonably disrupt contact or otherwise communicate with the Company’s customers or Parent’s operations suppliers of the Company (it being understood other than contact or other communications with such customers or suppliers by Buyer in the ordinary course of business and agreed that not related to the transactions contemplated by this Agreement) unless, in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of each instance, approved in writing in advance by the Company, such consent approval not to be within the Company’s reasonable discretion); and providedunreasonably withheld or delayed, further, that no (iii) such investigation access shall affect any representation or warranty given by either party hereunder; provided, further, that not require the Company to allow any environmental testing or sampling and (iv) for the avoidance of doubt, nothing herein shall perform the actions set forth on Section 7.3 of require the Company Disclosure Schedules to furnish to Buyer, or provide Buyer with access to, information that would (subject A) violate any applicable Law or Order; or (B) reasonably be expected to result in the terms loss of this any attorney-client or other legal privilege. (b) Any information provided to or obtained by the Buyer or its authorized Representatives pursuant to Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, ‎7.2(a) above shall be required to provide any information which it reasonably believes it may not provide to “Confidential Information” as defined in the other by reason of any applicable lawNondisclosure Letter Agreement, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1March 9, 2023 2021, by and between Parent Buyer and the Company Seller (the “Confidentiality Agreement”), 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 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 for any reason prior to the Closing, the Confidentiality Agreement shall continue in full force and effect in accordance with its terms.

Access to Information. From the date of this Agreement until the Effective Time, Prior to the extent permitted by applicable lawClosing, the Company and Parent will, during normal business hours and upon reasonable request, the Asset Sellers shall (ai) give the other party provide Purchaser and its officers, directors, managers, employees, agents, counsel, accountants, investment bankers, financial advisors, auditors representatives, consultants and other authorized representatives financing sources (collectively, the “Purchaser Representatives”) reasonable access access, upon reasonable notice and during normal business hours, to the offices, propertiesfacilities, books and records of such party the Company and its Subsidiariesthe Business and to the Company’s and the Business’s executive officers, directors, managers, agents, counsel, accountants, investment bankers, financial advisors and representatives (bcollectively, the “Company Representatives”), and (ii) furnish or make available to Purchaser and the other party and its counsel, financial advisors, auditors and other authorized representatives Purchaser Representatives such financial and operating data and such other information with respect to the Company and Business as such Persons Purchaser or the Purchaser Representatives may from time to time reasonably request. Purchaser and the Purchaser Representatives shall conduct any such activities in a manner as to minimize the disruption to, and (c) instruct its employeesnot to unreasonably interfere with, counsel the Business and financial advisors to reasonably cooperate with the other party in its investigation operations of the business Company, the Stockholder and the Asset Sellers. Notwithstanding the foregoing, prior to the Closing, neither Purchaser nor any of the Purchaser Representatives shall contact any employee, officer, director, independent contractor, supplier, vendor, or franchisee of the Stockholder, the Company or Parentany Asset Seller or their Affiliates in connection with any information or matter regarding the Company or the Business or their business, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s operations or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted prospects, without the prior written consent of the Company, such consent not to be within the Company’s reasonable discretion); and providedunreasonably withheld, further, that no such investigation shall affect any representation delayed or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3)conditioned. Notwithstanding the foregoing, neither 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, on the one handStockholder or the Asset Sellers), nor Parentor (ii) information, on the disclosure of which would violate applicable Law, such as portions of documents or information relating to pricing or other handmatters that are highly sensitive, shall be required to provide 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 information which it reasonably believes it may not provide of its Affiliates). If any material is withheld by the Company or an Asset Seller pursuant to the other by reason of any applicable lawpreceding sentence, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each the withholding party shall use reasonable efforts inform Purchaser as to make reasonable the general nature of what is being withheld. Except as otherwise agreed to by the Company, and appropriate substitute disclosure arrangements under circumstances in which notwithstanding termination of this Agreement, the restrictions terms and provisions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance withConfidentiality Agreement, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1December 15, 2023 between Parent and the Company 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 (a) The Company shall afford to PalEx and Subsidiary and their accountants, counsel, financial advisors and other representatives (the "PALEX REPRESENTATIVES") and PalEx and Subsidiary shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "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 Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement, except that each of PalEx, Subsidiary and the Company 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 destroyed (and PalEx , Subsidiary and the Company shall use their respective reasonable best efforts to cause their advisors and representatives to similarly destroy their documents, memoranda and notes), and such destruction (and reasonable best efforts) shall be certified in writing by an authorized officer supervising such destruction. (c) The Company shall promptly advise PalEx in writing of any change or the occurrence of any event after the date of this Agreement until the Effective Time, to the extent permitted by applicable law, the Company and Parent will, during normal business hours and upon reasonable request, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilegehaving, or which it is required to keep confidential by reason of contract or agreement with which, insofar as can reasonably be foreseen, in the future may have, any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)Material Adverse Effect.

Access to Information. From (a) Between the date of this Agreement until and the earlier of the Effective TimeTime or the termination of this Agreement, to the extent permitted by applicable lawupon reasonable notice, the Company shall (i) give Parent, Merger Sub and Parent willtheir respective officers, employees, accountants, counsel, financing sources and other agents and representatives full access, during normal business hours and upon reasonable requesthours, (a) give the other party and its counselto all buildings, financial advisorsoffices, auditors and other authorized representatives reasonable access facilities and to all Books and Records of the officesCompany, propertieswhether located on the premises of the Company or at another location; (ii) permit Parent and Merger Sub to make such inspections as they may require; (iii) cause its officers to furnish Parent and Merger Sub such financial, books operating, technical and records of such party and its Subsidiariesproduct data, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information with respect to the business and Assets and Properties of the Company as such Persons Parent and Merger Sub from time to time may reasonably request, including financial statements and schedules; (civ) instruct its employees, counsel allow Parent and financial advisors Merger Sub the opportunity to reasonably cooperate with the interview such employees and other party in its investigation of the business personnel and Affiliates of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt with the Company’s prior written consent, which consent shall not be unreasonably withheld or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion)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, furtherhowever, that no such investigation pursuant to this Section 6.3(a) shall affect or be deemed to modify any representation or warranty given made by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject herein. Materials furnished to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 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 be kept confidential in accordance with(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 shall otherwise be subject 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 terms of, business and Assets and Properties of the Confidentiality Agreement dated as of October 1, 2023 between Parent and Merger Sub as the Company from time to time may reasonably request, including financial statements and schedules; and (iv) allow the “Confidentiality Agreement”)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 earlier of the Closing Date or the termination of this Agreement until the Effective Time, to the extent permitted by applicable lawin accordance with its terms, the Acquirer and the Target Company and Parent will, during normal business hours and upon reasonable request, shall (a) give provide to the other party and Other Party, its counsel, financial advisors, auditors legal counsel and other authorized representatives Representatives reasonable access to the its offices, properties, books properties and records of such party Books and its SubsidiariesRecords, (b) furnish to the other party and Other Party, its counsel, financial advisors, auditors legal counsel and other authorized representatives Representatives such financial and operating data and other information relating to its business as such Persons may reasonably request, request and (c) instruct cause its employees, counsel legal counsel, accountants and financial advisors Representatives of the Target Company to reasonably cooperate with the other party Other Party in its investigation of the business of the Company or Parent, as the case may beits business; provided that such no investigation shall not unreasonably disrupt pursuant to this Section (or any investigation prior to the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation date hereof) shall affect any representation or warranty given by either party hereunder; providedhereunder and, provided further, that any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the Company shall perform the actions set forth on Section 7.3 conduct of the Company Disclosure Schedules (subject to Other Party’s business. Neither the terms of this Section 7.3). Notwithstanding Acquirer, the foregoing, neither the Target Company, on the one hand, nor Parent, on the other hand, any their respective Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the parties shall use their reasonable best efforts to cause such information which it reasonably believes it may to be provided in a manner that would not provide result in such jeopardy or contravention. Prior to the Closing, Acquirer and its Representatives shall not contact or communicate with the employees, contractors, customers, suppliers, regulators and other by reason business relations of the Target Company in connection with the transactions contemplated hereby except (i) in connection with obtaining any applicable law, which constitutes information protected by attorney/client privilegeConsent required in connection with this Agreement or the transactions contemplated hereby, or which it is required to keep confidential by reason of contract or agreement (ii) with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions prior written consent of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Target Company (which shall not be unreasonably withheld, conditioned or delayed), provided that the “Confidentiality Agreement”)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. From the date of this Agreement hereof until the Effective TimeClosing Date, the Seller shall afford the Buyer and their Representatives reasonable access, upon reasonable notice, to the extent permitted by applicable lawproperties, the Company and Parent willassets, during normal business hours and upon reasonable request, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, propertiesContracts, facilities, employees, books and records of the Seller and the Transferred Subsidiaries, in each case to the extent related to the Business or the Transferred Subsidiaries, and shall furnish the Buyer with such party financial, operating and other data and information relating to the Business and the Transferred Subsidiaries as the Buyer may reasonably request; provided, however, that any such access or furnishing of information shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the Seller’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the Seller and its Affiliates. Notwithstanding anything to the contrary in this Agreement, neither the Seller nor any of its Affiliates shall be required to disclose any information to the Buyer or its Representatives if such disclosure would (a) result in the waiver of any attorney-client or other legal privilege, provided, that Seller and its Affiliates (including the Transferred Subsidiaries) shall use commercially reasonable efforts to disclose such information or materials in a manner that does not result in the waiver of the applicable privilege, (b) furnish to the other party contravene any Law, fiduciary duty or Contract; provided, that Seller and its counsel, financial advisors, auditors and other authorized representatives Affiliates (including the Transferred Subsidiaries) shall use commercially reasonable efforts to disclose such financial and operating data and other information as or materials in a manner that does not result in such Persons may reasonably request, and contravention or (c) instruct its employees, counsel and financial advisors relate to any Seller Combined Tax Return. The Seller may also reasonably cooperate designate any material provided to the Buyer as “Outside Counsel Only Material” or with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations similar restriction (it being understood that such materials and agreed that the information provided therein are to be provided only to the outside legal counsel of the Buyer and not to be disclosed by such outside legal counsel to employees, officers or directors of the Buyer without the prior written consent of the Seller.) Prior to the Closing, the Buyer shall not and shall cause its Affiliates and its and their Representatives not to use any information obtained pursuant to this Section 5.2 for any purpose unrelated to the transactions described in no event this Agreement. Notwithstanding anything to the contrary herein, prior to the Closing, the Buyer shall not have the right to perform or conduct any invasive or subsurface investigation sampling, investigation, analysis or testing of any environmental media be conducted or building materials or any other environmental or subsurface sampling or testing at, in, on or underneath any Owned Real Property, any Leased Real Property or any other real property of any TFX Entity or Transferred Subsidiary without the prior written consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3)Seller. Notwithstanding the foregoing, prior to the Closing, without the prior written consent of the Seller, neither the CompanyBuyer nor any of its Representatives shall contact any employee, on officer or director of the one hand, nor Parent, on the other hand, shall be required to provide Seller or any of its Affiliates for any information which it reasonably believes it may not provide or matter regarding the Business in connection with or related to the other transactions contemplated by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)Ancillary Agreements.

Access to Information. From the date of this Agreement hereof until the Effective TimeClosing, to the extent permitted by applicable lawSeller shall, and shall cause the Company and Parent will, during normal business hours and upon reasonable request, to: (a) give the other party afford Buyer and its counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access to and the officesright to inspect all of the Real Property, properties, assets, premises, books and records of such party records, contracts, agreements and its Subsidiaries, other documents and data related to the Company; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the other party and Company as Buyer or any of its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Representatives may reasonably request, ; and (c) instruct its employees, counsel the Representatives of Seller and financial advisors the Company to reasonably cooperate with the other party Buyer in its investigation of the business of the Company or ParentCompany; provided, as the case may be; provided however, that any such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without during normal business hours upon reasonable advance notice to Seller, under the prior consent supervision of Seller’s personnel and in such a manner as not to interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 5.02 shall be submitted or directed exclusively to such individuals as Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that neither Seller nor the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide disclose any information which it reasonably believes it may to Buyer if such disclosure would, in Seller’s sole discretion: (w) cause significant competitive harm to Seller, the Company and their respective businesses if the transactions contemplated by this Agreement are not provide consummated; (x) jeopardize any attorney-client or other privilege; (y) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the other date of this Agreement; or (z) reveal bids received from third parties in connection with transactions similar to those contemplated by reason this Agreement and any information and analysis (including financial analysis) relating to such bids. Prior to the Closing, without the prior written consent of any applicable lawSeller, which constitutes information protected by attorney/client privilegemay be withheld for any reason, Buyer shall not contact any suppliers to, or which it is required customers of, the Company and Buyer shall have no right to keep confidential by reason of contract perform invasive, destructive or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions subsurface investigations of the preceding sentence applyCompany’s properties or any other environmental sampling (such as indoor air sampling). All Buyer shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information obtained by Parent or the Company provided pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)5.02.

Access to Information. From the date hereof until the earlier of Closing or termination of this Agreement in accordance with Article VIII and subject to compliance with all applicable Antitrust Laws, Seller shall: (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Leased Real Property, properties, assets, premises, Books and Records, Assigned Contracts and other documents and data exclusively related to the Business; and (b) furnish Buyer and its Representatives with such financial, operating and other data and information exclusively related to the Business as Buyer or any of its Representatives may reasonably request; provided that any such access shall be limited to normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner as not to interfere with the conduct of the Business or any other businesses of Seller. All requests by Buyer for access pursuant to this Section 6.02 shall be submitted or directed exclusively to such individual as 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 until the Effective Timethat, if existing, occurring or known at or prior to the extent permitted by applicable lawdate of this Agreement, the Company and Parent will, during normal business hours and upon reasonable request, (ashould have been set forth or described in such Section 2.01(a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or Parent, as the case may beSeller Disclosure Schedules; provided that the obligation to provide such investigation list of Trade Programs or to supplement or amend Section 2.01(a) of the Seller Disclosure Schedules shall not unreasonably disrupt 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 Companycontrary in this Agreement, Seller shall not be required to disclose any information or afford access to Buyer if such disclosure or access would, in Seller’s sole discretion be reasonably likely: (x) result in the disclosure of information that is competitively sensitive in relation to, or Parentconstitutes trade secrets of, Seller and its businesses (including the Business); (y) jeopardize any attorney-client, attorney work-product or other applicable privilege; or (z) contravene any Law, fiduciary duty or Contract to which Seller or its Affiliates is a party. Prior to the Closing, without the prior written consent of Seller (which may granted Seller’s operations (it being understood sole discretion), Buyer shall not contact any suppliers to, or customers of, the Business, and agreed that in Buyer shall have no event shall any right to perform invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent investigations of the CompanyLeased Real Property. Buyer shall, such consent to be within the Company’s reasonable discretion); and providedshall cause its Representatives to, further, that no such investigation shall affect any representation or warranty given abide by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required Confidentiality Agreement with respect to provide any access or information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company provided pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)6.02.

Access to Information. From the date of this Agreement until the Effective Time, to the extent permitted by applicable lawClosing, the Company and Parent Indemnifying Members will, during normal business hours and upon reasonable request, will cause the Company to: (aA) give the other party afford Buyer and its counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access to and the officesright to inspect the Real Property, properties, assets, premises, books and records of such party records, contracts, agreements and other documents and data related to the Company; (B) furnish Buyer and its SubsidiariesRepresentatives with such financial, (b) furnish operating and other data and information related to the other party and Company as Buyer or any of its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Representatives may reasonably request, and (cC) instruct its employees, counsel and financial advisors the Company’s Representatives to reasonably cooperate with the other party Buyer in its investigation of the Company; provided, however, that any such investigation is conducted during normal business hours after reasonable advance notice to the Indemnifying Members, under the supervision of the Indemnifying Members’ or the Company’s personnel and in such manner as not to interfere with the Company’s normal operations. Buyer must direct all requests for access under this Section 6.2 exclusively to the Indemnifying Members or such other individuals as they may designate in writing from time to time. Despite anything to the contrary in this Agreement, neither the Indemnifying Members nor the Company must disclose any information to Buyer if the Indemnifying Members decide such disclosure would: (1) jeopardize any attorney-client or other privilege, or (2) contravene any Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Before the Closing, with the prior Indemnifying Members’ written consent (which may be conditioned on the timing and their ability to accompany Buyer), which shall not be unreasonably withheld, Buyer may contact suppliers to, or employees, contractors or customers of the Company and may perform invasive or Parent, as subsurface investigations of the case Real Property. Consent to conduct investigations of the Real Property may be; provided that such investigation shall be conditioned on not unreasonably disrupt disturbing the Company’s or Parentoperations, obtaining the landlord’s operations consent and satisfying any requirements the landlord imposes (it being understood e.g., securing a bond, restoring the property, etc.). Buyer will, and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Companywill cause its Representatives to, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given abide by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)regarding any access or information provided under this Section 6.2.

Access to Information. From (a) Subject to Applicable Law, upon reasonable notice, the date Company shall (and shall cause the Company Subsidiaries and the officers, directors, employees and agents of this Agreement until the Company and each Company Subsidiary to) afford 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 officers, employees, agents, properties, books, Contracts and records and shall furnish Parent and Merger Sub all financial, operating and other data and information in the extent permitted Company’s or any Company Subsidiary’s possession or control as Parent and Merger Sub through their officers, employees or agents, may reasonably request, 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 applicable lawthe 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 will, during normal business hours and upon reasonable request, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to shall reasonably cooperate with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that to cause such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent information to be within provided in a manner that would not reasonably be expected to waive the Company’s reasonable discretionapplicable privilege or protection or violate the applicable restriction); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that any access or investigation pursuant to this Section 6.03(a) shall be conducted in such a manner as not to interfere unreasonably with the Company shall perform the actions set forth on Section 7.3 business and operations of the Company Disclosure Schedules or any Company Subsidiary. (b) No information or knowledge obtained by 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 6.03 shall be subject to the Company’s reasonable security measures and insurance requirements. The terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions conditions of the preceding sentence apply. All Confidentiality Agreement shall apply to any information obtained by Parent or the Company any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.3 6.03. Nothing in this Section 6.03 or elsewhere in this Agreement shall be kept confidential in accordance withconstrued to require the Company, and shall otherwise be subject any Company Subsidiary or any of their respective Representatives to the terms ofprepare any reports, the Confidentiality Agreement dated as of October 1analyses, 2023 between Parent and the Company (the “Confidentiality Agreement”)appraisals, opinions or other information.

Access to Information. (a) From the date of this Agreement hereof until the Effective TimeClosing Date, to the extent permitted by applicable law, the Company and Parent will, during normal business hours and upon reasonable requestnotice, Seller shall cause each of its Affiliates, officers, directors, employees, agents, representatives, accountants, counsel and financial advisors to (ai) give the other party and Buyer, its counsel, financial advisors, auditors and other authorized representatives reasonable full access during normal business hours to the offices, properties, books and records of such party and its Subsidiariesthe Business, (bii) furnish to the other party and Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Business as such Persons may from time to time reasonably request, request and (ciii) instruct its the officers, directors, employees, agents, representatives, accountants, counsel and financial advisors of Seller or any of its Affiliates to reasonably cooperate with the other party Buyer in its investigation of the business of the Company or ParentBusiness; PROVIDED, as the case may be; provided HOWEVER, that such any investigation pursuant to this Section 5.02 shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without in such manner as not to unreasonably interfere with the prior consent of the Company, such consent to Business and shall be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3)the Confidentiality Agreement. Notwithstanding 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 either Seller or the foregoingMajority Stockholder hereunder or the Voting Agreement, neither respectively. (b) On and after the CompanyClosing Date, on 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 by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the one handBuyer, nor ParentBuyer's Affiliates and the Business. (c) On and after the Closing Date, on Seller will, for a period of seven (7) years after the Closing Date (i) retain the books of account, financial and other hand, shall be required to provide any information which it reasonably believes it may not provide records (including accountants' work papers) of Seller that relate to the Business and the 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 retain such books and records for such period and (ii) afford promptly to Buyer and its agents reasonable access to its books of account, financial and other by reason of any applicable lawrecords (including accountant's work papers), which constitutes information protected by attorney/client privilegeinformation, employees and auditors to the extent necessary or which it is required to keep confidential by reason of contract or agreement useful for Buyer in connection with any third Person. Each party audit, investigation, dispute or litigation or 44 any other reasonable business purpose relating to the Business; PROVIDED that any such access by Buyer shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which not unreasonably interfere with the restrictions conduct of the preceding sentence apply. All information obtained by Parent businesses or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as operations of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)Seller.

Access to Information. From the date of this Agreement until the Effective Time, to the extent permitted by applicable lawUpon reasonable notice, the 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 willreasonable access, in a manner not disruptive to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable request, (a) give notice throughout the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access period prior to the officesEffective Time, to the properties, books and records of such party the Company and its Subsidiaries and to the officers and employees of the Company and its Subsidiaries, and during such period, shall (band shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information concerning the other party business, properties and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business personnel of the Company and its Subsidiaries as may reasonably be requested; provided, however, that nothing herein shall require the Company or Parentany of its Subsidiaries to disclose any information to Parent or Sub if such disclosure would, as in the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent reasonable judgment of the Company, such consent (i) violate applicable Law or the provisions of any agreement to be within which the Company’s reasonable discretion); and Company or any of its Subsidiaries is a party (provided, furtherthat at the request of Parent, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use its commercially reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which obtain the restrictions 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 preceding sentence applyproperties owned, operated or leased by the Company or its Subsidiaries. All Parent agrees that it will not, and will cause its Representatives not to, use any information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject 6.2 for any competitive or other purpose unrelated to the terms ofconsummation of the transactions contemplated by this Agreement. The confidentiality agreement, the Confidentiality Agreement dated as of October 1February 22, 2023 between Parent and the Company 2007 (the “Confidentiality Agreement”), between UBS Securities LLC, as representative of the Company, and Platinum Equity Advisors, LLC shall apply with respect to information furnished by the Company, its Subsidiaries and the Company’s officers, employees and other Representatives hereunder.

Access to Information. From (a) For a period of seven years after the date of this Agreement until the Effective TimeClosing Date, upon reasonable prior written notice, Buyer and Sellers shall furnish or cause to the extent permitted by applicable lawbe furnished to each other and their employees, the Company agents, auditors and Parent willrepresentatives access, during normal business hours and upon reasonable requesthours, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, propertiessuch 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 party financial reporting, accounting and its SubsidiariesTax matters, (b) furnish 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 other party and its counselapplicable statute of limitations, financial advisorsif any, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably requestshall have expired, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no in either case such investigation access shall affect be subject to reasonable and customary restrictions with respect to confidentiality. Each Party shall have the right to copy any representation of such records at its own expense. Neither Party shall be required by this Section 6.1(a) to take any action that would unreasonably interfere with the conduct of its business or warranty given by either party hereunderunreasonably disrupt its normal operations. Further, Buyer understands that it is the intention of CCI to dissolve the corporate entity and terminate all operations following closing, which dissolution may take place prior to the 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 records that are (i) reasonably related to the Business or Acquired Assets and (ii) in their possession; provided, furtherthat each Party will preserve all such material books, that the Company shall perform the actions set forth on Section 7.3 ledgers and other records relating to Tax matters until expiration of the Company Disclosure Schedules (subject to the terms applicable statute of this Section 7.3)limitations. Notwithstanding the foregoing, neither Buyer understands that it is the Companyintention of CCI to terminate all operations following Closing, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it dissolution may not provide take place prior to the other by reason seven 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 and Buyer’s employees and agents, reasonable 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, Seller and Buyer will take all appropriate action and execute all documents, instruments or conveyances of any applicable lawkind which may be reasonably necessary or advisable to carry out the intent and purposes of this Agreement and the Transaction Agreements, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable including putting Buyer in possession and appropriate substitute disclosure arrangements under circumstances in which the restrictions operating control of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent Business and the Company (the “Confidentiality Agreement”)Acquired Assets.

Access to Information. From Prior to the Closing, Seller shall, and shall cause its Subsidiaries to, give Purchaser and its Representatives, upon reasonable advance notice and during regular business hours, reasonable access to the books, records, personnel, officers and facilities of the Business (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, and without executing a customary access and indemnity agreement in respect thereto); provided, however, that any such access shall be conducted in a manner that complies with Section 6.03 and at Purchaser’s expense, at a reasonable time, under the reasonable supervision of Seller’s personnel and in such a manner as to maintain confidentiality and not to interfere with the normal operations of the businesses of Seller and its Subsidiaries. Notwithstanding anything contained in this or any other agreement between Purchaser and Seller executed on or prior to the date of this Agreement until the Effective TimeOriginal Agreement, neither Seller nor any of its Subsidiaries shall have any obligation to the extent permitted by applicable lawmake available to Purchaser or its Representatives, the Company and Parent will, during normal business hours and upon reasonable requestor provide Purchaser or its Representatives with, (a) give the other party and any consolidated, combined or unitary Tax Return filed by Seller or any of its counselAffiliates or predecessors, financial advisorsor any related material, auditors and other authorized representatives reasonable access except to the officesextent that any such Tax Return or related material relates solely to the Transferred Entities, properties, books and records of such party and its Subsidiaries, the Business or the Transferred Assets or (b) furnish any information if making such information available would (i) reasonably be likely to the result in a waiver of any attorney-client or other party and legal privilege, or (ii) contravene any applicable Law, fiduciary duty or binding agreement (including any confidentiality agreement to which Seller or any of its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (cAffiliates is a party) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that Seller shall cooperate in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts and requests for waivers that would enable otherwise required disclosure to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent Purchaser to occur without so jeopardizing privilege or the Company pursuant to this Section 7.3 shall be kept confidential in accordance withcontravening such Law, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”duty or agreement).

Access to Information. From Sellers agree that, prior to the 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 properties, 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 cause the 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 shall cooperate with Sellers and their representatives and shall use their 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 Sellers to disclose information subject to attorney-client privilege or conflict with any confidentiality obligations to which any Seller is bound. Purchaser will not contact any employee, customer or supplier of Sellers with respect to this Agreement without the prior written consent of Sellers (which such consent will not be unreasonably withheld or delayed); provided, however, that 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 entitled to contact and engage in discussions with (i) counterparties to Assumed Contracts and Assumed Executory Contracts in connection with Purchaser’s attempt to negotiate amounts necessary to cure any breach or default under such contracts, (ii) Sellers’ vendors and (iii) Seller’s customers, 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 until Agreement, Sellers shall provide Purchaser with contact information for Seller’s customers and suppliers and notwithstanding any agreement between the Effective Time, parties to the extent permitted by applicable lawcontrary, the Company and Parent will, during normal business hours and upon reasonable request, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, Purchaser shall be required entitled to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable contact such customers and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)suppliers.

Access to Information. (a) From the date of this Agreement until the Effective Timeconsummation of the Sale, to the extent permitted by applicable lawGilat Parties will, and will cause the Company and Parent willthe other Gilat Business Entities to, give Purchaser and its authorized agents and representatives (including counsel, environmental and other consultants, accountants and auditors) full access during normal business hours to all facilities, personnel and upon reasonable requestoperations and to all books, (a) give the other party records, documents, contracts, and its counsel, financial advisors, auditors and other authorized representatives reasonable access statements relevant to the officesconduct of the Business, properties, books and records will permit Purchaser to make such inspections as it may reasonably require and will cause the executive officers of such party and its Subsidiaries, (b) each of the Gilat Business Entities to furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives Purchaser with such financial and operating data and other information with respect to the Business as such Persons Purchaser may from time to time reasonably request. (b) Purchaser agrees that information received by it concerning the operations of the Business shall be considered confidential and Purchaser will not, and will cause its agents and representatives not to, use any information obtained pursuant to Section 6.5(a) for any purpose unrelated to the consummation of the transactions contemplated hereby. Subject to the requirements of Law, Purchaser will keep confidential, and will cause its agents and representatives to keep confidential, all information and documents obtained pursuant to Section 6.5(a) unless such information (ci) instruct was already known to Purchaser, (ii) becomes available to Purchaser from other sources not known by Purchaser to be bound by a confidentiality obligation, (iii) is disclosed with prior written approval of Seller or Gilat Israel, or (iv) is or becomes readily ascertainable from published information. In the event that this Agreement is terminated or the transactions contemplated hereby shall otherwise fail to be consummated, Purchaser shall promptly cause all copies of documents or extracts thereof containing information and data as to the Company to be returned. In the event that this Agreement has been terminated or the transactions contemplated hereby shall have failed to be consummated and Purchaser or any of its employeesagents or representatives are requested or required (by oral questions, counsel and financial advisors interrogatories, requests for information, or documents in legal proceedings, subpoena, civil investigative demand, or other similar process) to reasonably cooperate disclose any of the materials delivered or obtained pursuant to this Agreement (the "Business Documentation"), Purchaser shall provide Seller with prompt written notice of any such request or requirement so that the Gilat Parties or the other party in its investigation of the business of the Company or ParentGilat Business Entities, as the case may be; provided , may seek a protective order or other appropriate remedy. If, in the absence of a protective order or other remedy, Purchaser or any of its agents or representatives are compelled to disclose any of such Business Documentation to any tribunal or else stand liable for contempt or suffer other censure or penalty, Purchaser or its agents or representatives, as the case may be, may, without liability hereunder, disclose to such tribunal only that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent portion of the Company, such consent Business Documentation which counsel for the Gilat Parties advises is legally required to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunderdisclosed; provided, further, that the Company Purchaser shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use exercise commercially reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which preserve the restrictions confidentiality of the preceding sentence apply. All information obtained Business Documentation, including, without limitation, by Parent or cooperating with the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent Gilat Parties and the Company (other Gilat Business Entities, as the “Confidentiality Agreement”)case may be, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Business Documentation by such tribunal.

Access to Information. From (a) Upon reasonable prior notice and subject to applicable law, the date Company shall, and shall cause each of this Agreement until its Subsidiaries to, afford to the directors, officers, managers, members, partners, employees, investment bankers, advisors, consultants, accountants, counsel, lenders, agents and representatives (collectively “Representatives”) of Parent access, during normal business hours during the period prior to the Effective Time, to the extent permitted by applicable law, the Company and Parent will, during normal business hours and upon reasonable request, (a) give the other party and all its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books books, contracts, commitments and records of such party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably requestrecords, and (c) instruct to its officers, employees, accountants, counsel and financial advisors other representatives, in each case in a manner not unreasonably disruptive to reasonably cooperate with the other party in its investigation operation of the business of the Company or and its Subsidiaries, and, during such period, the Company shall, and shall cause its Subsidiaries to, make available to Parent all information concerning its business, properties and personnel as Parent may reasonably request. At the request of Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform use its commercially reasonable efforts to comply with its obligations under the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject preceding sentence by providing electronic access to the terms such documents and information. Notwithstanding any other provision of this Section 7.3). Notwithstanding the foregoingAgreement, neither the Company, on the one hand, Company nor Parent, on the other hand, any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would (A) violate or prejudice the rights of its customers or employees, (B) jeopardize the attorney-client privilege of the institution in possession or control of such information, (C) contravene, violate or breach any information which it reasonably believes it may not provide law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the other by reason date of any applicable law, which constitutes information protected by attorney/client privilege, this Agreement in the ordinary course of business consistent with past practice or which it is required (D) be adverse to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions interests of the preceding sentence apply. 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 obtained by Parent or the Company and materials furnished pursuant to this Section 7.3 Agreement shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, provisions of the Confidentiality Agreement Agreement, dated as of October 1June 6, 2023 2018, between Parent and the Company (the “Confidentiality Agreement”). The Company makes no representation or warranty as to the accuracy of any information provided pursuant to Section 7.2(a), and neither Parent nor Merger Sub may rely on the accuracy of any such information, in each case other than as expressly set forth in the Company’s representations and warranties contained in Section 4.

Access to Information. From the date of this Agreement until the Effective Time, to the extent permitted by applicable law, the Company and Parent will, during normal business hours and upon reasonable request, (a) Subject to the provision of the Confidentiality Agreement, from the date hereof until the Closing Date, Seller hereto shall promptly (i) give the other party Purchaser and its respective counsel, financial advisors, accountants, auditors and other authorized representatives reasonable access to the offices, properties, books Books and records of such party Records relating to the Business and its Subsidiariesthe Purchased Assets, upon reasonable prior notice, (bbut only in a manner that does not cause disruption to Seller's business activities and only in accordance with Seller's site security regulations then in effect), (ii) furnish make available to the other party Purchaser and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Business and the Purchased Assets, as such Persons Purchaser may reasonably request, request and (ciii) instruct its directors, officers, key employees, counsel counsel, auditors and financial advisors to reasonably cooperate with the Purchaser's directors, officers, key employees, counsel, financial advisors, auditors and other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunderauthorized representatives; provided, furtherhowever, that if Seller reasonably believes that the Company disclosure of any information hereunder would violate any Applicable Law, then Seller shall perform be entitled not to disclosure such information, and the actions 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 the procedures set forth on Section 7.3 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 Business and the Purchased Assets occurring prior to the Closing or to transactions or events occurring subsequent to the Closing which arise out of transactions or events occurring prior to the Closing. All Books and Records of the Company Disclosure Schedules (subject Seller relating to the terms Business and the Purchased Assets as conducted by Seller before the Closing Date and not delivered to Purchaser pursuant hereto will be preserved by Seller for a period of this Section 7.3). Notwithstanding not less than seven years following the foregoingClosing Date, neither the Company, on the one hand, nor Parent, on the other hand, shall or such longer period as may be required by Applicable Law; provided, however, that Seller shall provide written notice to Purchaser after the expiration of such seven year period if Seller desires to dispose of or destroy such Books and Records and shall provide any information Purchaser with the right to copy or take possession of such Books and Records. (c) Purchaser agrees that from and after the Closing Date, it will permit Seller and its representatives, in accordance with the procedures set forth in paragraph 7.07(a) above, to have access to and take copies of all Books and Records of Seller which it reasonably believes it may not provide are delivered to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company Purchaser pursuant to this Section 7.3 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 Closing Date, or such longer period as may be required by Applicable Law; provided, however, that Purchaser shall be kept confidential in accordance with, provide written 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 otherwise be subject provide Seller with the right to the terms of, the Confidentiality Agreement dated as copy or take possession of October 1, 2023 between Parent such Books and the Company (the “Confidentiality Agreement”)Records.

Access to Information. (a) From the date of this Agreement until the Effective TimeClosing, to the extent permitted by applicable law, the Company and Parent will, during normal business hours and upon reasonable requestnotice, TDCC shall use its reasonable best efforts to (ai) give the other party afford Parent and its counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access to the offices, properties, properties and books and records of such party the Business; and its Subsidiaries, (bii) furnish to the other party and its counselauthorized Representatives of Parent such additional available information regarding the Business (or copies thereof), financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at Parent’s expense, during normal business hours, under the supervision of Dow’s personnel and in such a manner as not to interfere with the normal operations of the Business; (y) all requests for access pursuant to this Section 7.04(a) shall be made in writing and shall be directed to and coordinated with a person or persons designated by TDCC in writing; and (z) Parent shall not, and (c) instruct shall cause its Representatives not to, contact any of the employees, counsel and financial advisors to reasonably cooperate customers, distributors or suppliers of any Dow Entity in connection with the transactions contemplated by this Agreement and the other party Transaction Documents, whether in its investigation person or by telephone, mail, or other means of communication, without the business specific prior written authorization of TDCC. Notwithstanding anything to the Company or Parentcontrary in this Agreement, as the case may be; provided that such investigation TDCC shall not unreasonably disrupt be required to provide any access or disclose any information to Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege; (B) contravene any applicable Law, fiduciary duty or agreement; or (C) result in the Companyloss of protection of any proprietary information or Trade Secrets of any Dow Entity. When accessing any of Dow’s or Parentproperties, Parent shall, and shall cause its Representatives to, comply with all of Dow’s operations safety and security requirements for the applicable property. Notwithstanding anything to the contrary in this Agreement, (it being understood and agreed that I) in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall Dow be required to provide any information relating to any Excluded Assets or any Excluded Liabilities; and (II) neither Parent nor any of its Representatives shall be allowed to sample or analyze any soil or groundwater or other environmental media, or any building material, without the prior written consent of TDCC, which it reasonably believes it consent may not provide be withheld in the sole discretion of TDCC. (b) From the date of this Agreement until the Closing, upon reasonable notice, Parent shall use its reasonable best efforts to (i) afford TDCC and its authorized Representatives reasonable access to the other by reason of any applicable lawoffices, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable properties and appropriate substitute disclosure arrangements under circumstances in which the restrictions books and records of the preceding sentence apply. All businesses of Parent and its Subsidiaries; and (ii) furnish to the authorized Representatives of TDCC such additional available information obtained by regarding the businesses of Parent and its Subsidiaries (or copies thereof), as TDCC may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at TDCC’s expense, during normal business hours, under the supervision of the personnel of Parent or its Subsidiaries and in such a manner as not to interfere with the Company normal operations of the businesses of Parent and its Subsidiaries; (y) all requests for access pursuant to this Section 7.3 7.04(b) shall be kept confidential made in accordance withwriting and shall be directed to and coordinated with a person or persons designated by Parent in writing; and (z) TDCC shall not, and shall otherwise cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any Parent Entity in connection with the transactions contemplated by this Agreement and the other Transaction Documents, whether in person or by telephone, mail, or other means of communication, without the specific prior written authorization of Parent. Notwithstanding anything to the contrary in this Agreement, Parent shall not be required to provide any access or disclose any information to TDCC or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege; (B) contravene any applicable Law, fiduciary duty or agreement; or (C) result in the loss of protection of any proprietary information or Trade Secrets of any Parent Entity. When accessing any of the properties of Parent or its Affiliates, TDCC shall, and shall cause its Representatives to, comply with all of Parent’s or its Affiliates’ safety and security requirements for the applicable property. Notwithstanding anything to the contrary in this Agreement, neither TDCC nor any of its Representatives shall be allowed to sample or analyze any soil or groundwater or other environmental media, or any building material, without the prior written consent of Parent, which consent may be withheld in the sole discretion of Parent. (c) The provisions of this Section 7.04 are subject to the terms of, the Confidentiality Tax Matters Agreement dated as of October 1, 2023 between Parent with respect to Tax matters and the Company (the “Confidentiality Agreement”)Employee Matters Agreement with respect to employee matters.

Access to Information. From (a) During the date of this Agreement until Pre-Closing Period, the Effective Time, to Sellers and the extent permitted by applicable law, Warrantors shall cause the Company and Parent willeach Subsidiary to afford the officers, attorneys, accountants, tax advisors, lenders and other authorized representatives of the Buyer reasonable access upon reasonable notice and during normal business hours and upon reasonable requestto all personnel, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party the Company and its the Subsidiaries, (b) so 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. The Sellers and the Warrantors shall cause the Company and each Subsidiary to furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives Buyer such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or Parent, and the Subsidiaries as the case may be; provided that Buyer shall reasonably request. (b) Within [**] Business Days after the end of each month ending prior to the Closing, beginning with May 31, 2013, the Sellers shall cause the Company to furnish to the Buyer an unaudited income statement for such investigation 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 not unreasonably disrupt 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 shall, in all material respects, be consistent with the books and records of the Company and the Subsidiaries. At the request of the Buyer, and at the Buyer’s expense, the Company shall cooperate with the Buyer (through the engagement of the Company’s auditors or Parent’s operations (it being understood and agreed that as otherwise requested by the Buyer) in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, reconciling such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement monthly financial statements with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)GAAP.

Access to Information. From the date of this Agreement until the Effective Time, to the extent permitted by applicable law, the Company (a) The Sellers shall (i) provide Purchaser and Parent will, 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 upon reasonable requestfacilities, (a) give of the other party Sellers, the Business, the Purchased Assets and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, 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 party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives Representatives reasonably may request in connection with such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyinvestigation. All such information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to with the terms of, of the Confidentiality Agreement Agreement, dated as of October 1September 9, 2023 between Parent and the Company 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 as strictly confidential (unless compelled to disclose by judicial or administrative process or, in the opinion 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 shall not, and shall cause their respective Affiliates and their respective Representatives not to, use such information to the detriment of the Business. None of the Sellers has waived, nor will it waive, any provision of any confidentiality or similar agreement that relates to any of the Business, the Purchased Assets or the Assumed Liabilities.

Access to Information. From After the date of this Agreement until the Effective Timehereof, subject to the extent permitted by any existing confidentiality restrictions and to applicable law, Seller shall afford to the Company officers, employees and Parent will, authorized representatives of Buyer reasonable access during normal business hours and hours, upon reasonable requestadvance notice, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books properties and business and financial records of such party the Companies to the extent Buyer shall reasonably deem necessary or desirable and its Subsidiaries, (b) shall furnish to Buyer or its authorized represen tatives such additional information concerning the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information Companies as such Persons may shall be reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or Parent, as the case may be; provided requested. Buyer agrees that such investigation shall be conducted in a manner that shall not interfere unreasonably disrupt with the Company’s personnel and operations of the Companies or Parent’s operations (it being Seller. All Buyer requests for such access shall be 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 other associates or Affiliates of Seller or the Companies in no event connection with the transactions contemplated hereby, in any manner whatsoever, without prior authorization of such representatives of Seller as Seller may designate (which authorization shall not be unreasonably withheld or delayed). If, as of the date hereof or at anytime hereafter up to and including the Closing Date, Buyer or its officers, employees or authorized representatives discover any invasive or subsurface investigation or testing breach of any environmental media be conducted without the prior consent warranty or any inaccuracy of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; providedcontained in this Agreement, further, Buyer covenants that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances will promptly so inform Seller in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)writing.

Access to Information. From (a) Between the date of this Agreement until and the Effective TimeClosing Date, Seller shall provide, and cause Dynegy to provide, Buyer and its Representatives with information as to the extent permitted by applicable lawBusiness, the Company and Parent will, during normal business hours and upon reasonable request, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably requestCompanies, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or ParentSpecified Assets, as reasonably requested by Buyer, provided that, Buyer agrees and acknowledges that Seller’s obligations under this Section 6.1(a), including the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall obligation to cause Dynegy to take any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Companyactions, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (are expressly subject to and limited by Seller’s rights to such information under the terms of this Section 7.3)Merger Agreement. Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, Seller shall not be required to provide any information (A) which it Seller reasonably believes it may not provide it, its Affiliates, Dynegy or any of its Affiliates is prohibited from providing to the other Buyer by reason of any applicable lawLaw, Permit or Order, (B) which constitutes or allows access to information protected by attorney/client privilege, or (C) which it Seller, its Affiliates, Dynegy or any of its Affiliates is required to keep confidential or prevent access to by reason of any contract or agreement with a third party, provided that such entity has sought a waiver from such third party. (b) For a period of two (2) years from and after the Closing Date (or if the Closing does not occur, from the date hereof) all nonpublic information in any third Person. Each party shall use reasonable efforts form or medium, written or oral, concerning Dynegy and its Affiliates and/or the transactions contemplated by this Agreement or Merger Agreement (including all notes, analyses, studies, interpretations, memoranda and other documents, materials or reports that contain, reflect or are based upon, in whole or in part, such information) furnished to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information or obtained by Parent or the Company Buyer and Buyer’s Representatives pursuant to this Section 7.3 6.1 or furnished prior to the date hereof in connection with the evaluation and the negotiation of this transaction shall be kept confidential by Buyer and Buyer’s Affiliates and shall not be disclosed to any third parties, except for those of Buyer’s or its Affiliates’ Representatives who reasonably require access to such nonpublic information in accordance withconnection with the transactions contemplated by this Agreement (so long as Buyer remains liable hereunder for any breach of this provision by any such Representative), and shall otherwise be subject used solely for the purpose of achieving the closing of the transactions contemplated by this Agreement in accordance with the terms of this Agreement. For the avoidance of doubt, nothing herein shall prevent Buyer from sharing such information with ratings agencies, provided that such ratings agencies are informed of the confidential nature of such information and agree to keep such information confidential. In the event this Agreement is terminated as provided in Article IX hereof, Buyer shall return or destroy all such nonpublic information to Seller provided that neither such return nor such destruction shall relieve Buyer of its obligations under this Section 6.1. From and after the Closing, the confidentiality provisions of this Section 6.1(b) shall not apply to Buyer with respect any such information to the terms ofextent that it relates to the Business, the Confidentiality Agreement dated as Companies or the Specified Assets. For a period of October 1two (2) years from and after the Closing Date (or if the Closing does not occur, 2023 between Parent from the date hereof), Seller and its Affiliates shall keep confidential all nonpublic information in any form or medium, written or oral, concerning the Business, the Companies and the Company Specified Assets, and shall not disclose such information to any third parties, except those of Seller’s or its Affiliates’ Representatives who reasonably require access to such non public information in connection with the transactions contemplated by this Agreement, including in connection with the enforcement thereof (so long as Seller remains liable hereunder for any breach of this provision by any such Representative); provided, however, that Seller may disclose such information related to the “Confidentiality period prior to the Closing in connection with any financial reporting, compliance with any requirements of Law or Order and for tax purposes. This Section 6.1(b) shall not apply to any information, documents or materials which are in the public domain or shall come into the public domain, other than by reason of a breach by either Party of their obligations hereunder. Furthermore, nothing herein shall be deemed to limit or restrict either Party from disclosing any information (i) in any action or proceeding by such party to enforce any rights it may have against the other Party; (ii) in connection with any interrogatories, requests for information or other documents in legal proceedings, subpoena, civil investigative demands, or any other similar process; and (iii) in connection with routine audits or examinations by, or a blanket document request from, a regulatory or self-regulatory authority, bank examiner or auditor. (c) As of the Closing Date, each of the Parties shall, and shall cause its Representatives to, afford to the other Party, including its Representatives and Affiliates, reasonable access to all books, records, files and documents to the extent they are related to the Companies and the Specified Assets in order to permit such Party and its Affiliates to prepare and file their Tax Returns and to prepare for and participate in any investigation with respect thereto, to prepare for and participate in any other investigation and defend any proceedings relating to or involving such Party or its Affiliates, to discharge its obligations under this Agreement”, to comply with financial reporting requirements, and for other reasonable purposes, and will afford such Party and its Affiliates reasonable assistance in connection therewith. Each Party will cause such records to be maintained for not less than seven (7) years from the Closing Date and will not dispose of such records without first offering in writing to deliver them to the other Party; provided, however, that in the event that Buyer transfers all or a portion of the business of the Companies or the Specified Assets to any third party during such period, Buyer may transfer to such third party all or a portion of the books, records, files and documents related thereof, provided such third party transferee expressly assumes in writing the obligations of Buyer under this Section 6.1(c). In addition, on and after the Closing Date, at either Party’s request, the other Party shall make available to the requesting Party and its Affiliates and Representatives those employees of the other Party requested by such Party in connection with any proceeding, including to provide testimony, to be deposed, to act as witnesses and to assist counsel; provided, however, that (i) such access to such employees shall not unreasonably interfere with the normal conduct of the operations of the other Party and (ii) the requesting Party shall reimburse the other Party for the out-of-pocket costs reasonably incurred by such Party in making such employees available to the requesting Party and its Affiliates and Representatives. (d) As of the Closing, Seller and its Affiliates shall be entitled to retain copies (at Seller’s sole cost and expense) of all books and records relating to its ownership or operation of the Companies, the Business and the Specified Assets.

Access to Information. From (a) Between the date of this Agreement until and the Effective TimeClosing Date, Seller Group shall, subject to the extent permitted any restrictions as to confidentiality applicable to Seller Group whether by applicable lawLaw, the Company and Parent will, during normal business hours and upon reasonable requestagreement or contract, (ai) give the other party Buyer and its counsel, financial advisors, auditors and other authorized representatives reasonable access to all books, records, work papers, personnel, offices and other facilities and properties of the offices, properties, books and records of such party Business and its Subsidiaries, accountants; (bii) furnish to the other party permit Buyer and its counsel, financial advisors, auditors and other authorized representatives to make such copies and inspections thereof as any of them may reasonably request; (iii) permit Buyer and its authorized representatives to conduct an environmental inspection of the Business Real Property (including a “Phase I” site assessment which may also include interior wipe sampling), provided that Buyer and its representatives shall have no right to undertake any soil or groundwater investigation; and (iv) cause the officers of Seller Group to furnish Buyer and its authorized representatives with such financial and operating data and other information with respect to the business and properties of the Business as such Persons any of them may from time to time reasonably request; provided, however, that any such access shall be conducted during normal business hours under the supervision of Seller Group’s personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not interfere unreasonably with the normal operations of the Business, except as otherwise contemplated by this Agreement. (b) From and after the date of this Agreement and continuing until the Buyer Survival Date, all Seller Group Confidential Information (as hereinafter defined) shall (i) be held by Buyer with the same degree of skill and care that it would exercise in similar circumstances in carrying out its own business to prevent the disclosure or accessibility to others of such information and (cii) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt be revealed, reported, published, disclosed or transferred to any person or entity (other than the Company’s Seller Group). For purposes of this Agreement, “Seller Group Confidential Information” means any non-public information related to the Business furnished or Parent’s operations provided by Seller Group or its affiliates to Buyer; provided, however, that Seller Group Confidential Information shall not be deemed to include (it being understood A) information related to the Business that was already publicly known and agreed in the public domain prior to the time of its initial disclosure to Buyer or (B) any information related to the Seller Group that in no event shall any invasive is or subsurface investigation becomes available to Buyer or testing of any environmental media be conducted without its affiliates after the prior consent of the Company, such consent Closing from a source that Buyer reasonably believes not to be within the Company’s reasonable discretion); and provided, further, that no under an obligation of confidentiality with respect to such investigation shall affect any representation or warranty given by either party hereunderinformation; provided, further, that the Company shall perform the actions set forth on Section 7.3 Buyer may reveal, report, disclose or transfer any Seller Group Confidential Information pursuant to a subpoena or order issued by a court of the Company Disclosure Schedules (subject to the terms competent jurisdiction or by a judicial or administrative or legislative bodies or committee. For purposes of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms ofAgreement, the Confidentiality Agreement dated as “Buyer Survival Date” means (x) the Closing Date in respect of October 1all Seller Group Confidential Information relating to Transferred Intellectual Property; (y) two (2) years following the Closing Date in respect of all other Seller Group Confidential Information other than Seller Group Confidential Information relating to Intellectual Property; and (z) five (5) years following the Closing Date for Seller Group Confidential Information relating to Intellectual Property other than Transferred Intellectual Property; or in any case, 2023 between Parent and the Company (the “Confidentiality Agreement”)date on which such Seller Group Confidential Information becomes publicly known through no action or inaction of Buyer or any of its Affiliates.

Access to Information. From the date of this Agreement hereof until the Effective TimeClosing, to the extent permitted by applicable law, the Company and Parent will, during normal business hours and upon reasonable request, Seller shall (a) give the other party afford Buyer and its counsel, financial advisors, auditors and other authorized representatives reasonable access to and the officesright to inspect all of the properties, propertiesassets, premises, books and records of such party records, Assigned Contracts and its Subsidiaries, other documents and data related to the Business; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the other party and Business as Buyer or any of its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Representatives may reasonably request, ; and (c) instruct its employees, counsel and financial advisors the Representatives of Seller to reasonably cooperate with the other party Buyer in its investigation of the business of the Company or ParentBusiness; provided, as the case may be; provided however, that any such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without during normal business hours upon reasonable advance notice to Seller, under the prior consent supervision of Seller's personnel and in such a manner as not to interfere with the conduct of the Company, Business or any other businesses of Seller. All requests by Buyer for access pursuant to this agreement shall be submitted or directed exclusively to such consent individuals as Seller may designate in writing from time to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject time. Notwithstanding anything to the terms of contrary in this Section 7.3). Notwithstanding the foregoingAgreement, neither the Company, on the one hand, nor Parent, on the other hand, Seller shall not be required to provide disclose any information which it reasonably believes it may to Buyer if such disclosure would, in Seller's sole discretion: (w) cause significant competitive harm to Seller and its businesses, including the Business, if the transactions contemplated by this Agreement are not provide to the consummated; (x) jeopardize any attorney-client or other by reason of privilege; or (y) contravene any applicable law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Prior to the Closing, without the prior written consent of Seller, which constitutes information protected by attorney/client privilegemay be withheld for any reason, Buyer shall not contact any suppliers to, or which it is required customers of, the Business and Buyer shall have no right to keep confidential by reason of contract perform invasive or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions subsurface investigations of the preceding sentence applyBusiness. All Buyer shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information obtained by Parent or the Company provided pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)agreement.

Access to Information. From the date of this Agreement until the Effective Time, Prior to the extent permitted by applicable lawClosing, Seller shall afford to the Company officers, employees and authorized representatives of Buyer and Parent will, (including independent public accountants and attorneys) reasonable access during normal business hours and hours, upon reasonable requestadvance notice, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books employees and business and financial records (including computer files, retrieval programs and similar documentation) of such party the Business to the extent Buyer or Parent shall reasonably deem necessary and its Subsidiaries, (b) shall furnish to the other party Buyer and its counsel, financial advisors, auditors and other Parent or their respective authorized representatives such financial and operating data and other additional information concerning the Business as such Persons may shall be reasonably requestrequested; provided, and (c) instruct its employeeshowever, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation Seller shall not unreasonably disrupt be required to violate any Requirement of Law, Court Order or obligation of confidentiality to which Seller, any of its Affiliates or the Companies is subject or to waive any privilege which any of them may possess in discharging their obligations pursuant to this Section 7.1; provided, further, that Seller, its Affiliates and the Companies shall not be required to furnish or otherwise make available to Buyer (i) competitively sensitive information relating to areas of the Company’s business in which Buyer or Parent’s operations its Affiliates directly or indirectly compete against the Business or (it being understood and agreed that in no event shall ii) Tax Returns or other Tax records or information relating to any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion)Consolidated Tax Group; and provided, further, Buyer shall not, without the prior written consent of Seller, contact or communicate with any vendor, customer, employee, independent contractor or other business partner of the Companies with respect to or in connection with the Contemplated Transactions. Buyer agrees to use commercially reasonable efforts to ensure that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that be conducted in a manner as not to interfere unreasonably with the Company shall perform the actions set forth on Section 7.3 operations of the Company Disclosure Schedules (subject to the terms of this Section 7.3)Companies or Seller and Buyer shall not undertake any invasive or intrusive environmental testing without Seller’s prior consent. Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason obligations of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company Seller pursuant to this Section 7.3 7.1 shall be kept confidential in accordance with, and shall otherwise be subject to the terms ofright of Seller to determine, in its discretion, the Confidentiality Agreement dated as appropriate timing of October 1, 2023 between Parent 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 Company (the “Confidentiality Agreement”).

Access to Information. From the date of this Agreement Effective Date until the Effective TimeClosing, to the extent permitted by applicable law, the Company and Parent will, during normal business hours and upon reasonable request, Seller shall (a) give the other party grant Buyer and its counselRepresentatives full access to, financial advisorsand a full opportunity to inspect, auditors investigate, and other authorized representatives reasonable access to audit, the officesBooks and Records, properties, books Contracts, filings, and other documents, data, and records of such party and its Subsidiariesrelated to the Business, (b) furnish Buyer and its Representatives with such financial, operating, and other data and information related to the other party and Business as Buyer or any of its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Representatives may reasonably request, ; and (c) instruct its employees, counsel and financial advisors the Representatives of Seller to reasonably cooperate with the other party Buyer in its investigation of the business of the Company or Parent, as the case may be; provided that such Business. Any investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 5.2 shall be kept confidential conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in accordance withsuch a manner as not to unreasonably interfere with the conduct of the Business 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 5.2 shall be submitted or directed exclusively to D▇▇▇▇ ▇’▇▇▇▇▇ and B. S▇▇▇▇ ▇▇▇, or such other individuals as Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to Buyer if such disclosure would, in Seller’s counsel’s opinion (which shall be delivered to Buyer) would: (y) jeopardize Seller’s attorney-client privilege; or (z) contravene any applicable Legal Requirement. Except as provided in Section 6.2(d), Buyer may not contact any suppliers or customers of the Business without Seller’s prior written consent, which shall not be unreasonably withheld. Prior to the Closing, Buyer shall, and shall otherwise be subject to cause its Representatives to, abide by the terms of, of the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)with respect to any access or information provided pursuant to this Section 5.2.

Access to Information. From the date of this Agreement until the Effective Time, (a) Prior to the extent permitted by Closing, upon reasonable notice and subject to applicable lawLaws, the Seller and the Company shall, and Parent willshall cause any Company Subsidiary to, afford to the officers, employees, accountants, counsel, consultants, advisors and other representatives (collectively, the “Applicable Representatives”) of Buyer and its affiliates, reasonable access during normal business hours and upon reasonable request, (a) give the other party to all its and its counselSubsidiaries’ properties, Contracts, personnel, books and records, and the Seller and the Company shall, and shall cause any Company Subsidiary to, furnish as promptly as reasonably practicable to Buyer and its Applicable Representatives all information (financial advisors, auditors and other authorized representatives reasonable access to the officesor otherwise) concerning its business, properties, Contracts, personnel, books and records as Buyer may reasonably request (including without limitation information for purposes of such party transition and its Subsidiariesintegration planning and conducting due diligence) for purposes of consummating the Closing. Without limiting the generality of the foregoing, (b) furnish the Seller and the Company shall, and shall cause any Company Subsidiary to, use commercially reasonable efforts to provide to Buyer the financial statements, reports and other items required to be provided to the other party Company’s lenders under Section 5.1 and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business Schedule 5.1 of the Company or ParentCredit Agreement within the time periods specified thereby. Notwithstanding the foregoing, as the case may be; provided that such investigation Seller and the Company shall not unreasonably disrupt be required by this Section 7.2 to provide Buyer or Buyer’s Applicable Representatives with access to or to disclose information (i) that is prohibited from being disclosed pursuant to the Company’s terms of a confidentiality agreement with a third party entered into prior to the date hereof (provided, however, that the Seller and the Company shall, and shall cause the Company Subsidiaries to, use their reasonable best efforts to obtain the required consent of such third party to such access or Parent’s operations disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (it being understood ii) the disclosure of which would violate applicable Law (provided, however, that the Seller and agreed that the Company shall, and shall cause the Company Subsidiaries to, use their reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in no event shall any invasive violation of such Law) or subsurface investigation or testing (iii) the disclosure of which would cause the loss of any environmental media be conducted without the prior consent of the Companyattorney client, such consent to be within the Company’s reasonable discretion); and attorney work product or other legal privilege (provided, furtherhowever, that no the Seller and the Company shall, and shall cause the Company Subsidiaries to, use their reasonable best efforts to allow for such investigation shall affect any representation disclosure to the maximum extent that does not result in a loss of such attorney client, attorney work product or warranty given by either party hereunderother legal privilege); provided, further, that such access and information shall be disclosed or granted, as applicable, to counsel for Buyer to the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. (b) Buyer shall hold all information furnished by or on behalf of the Seller, the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company Subsidiaries pursuant to this Section 7.3 shall be kept confidential 7.2(a) in confidence to the extent required by, and in accordance with, and shall otherwise be subject to the terms ofprovisions of that certain Nondisclosure Agreement, the Confidentiality Agreement dated as of October 1January 21, 2023 between Parent and 2025, among Buyer, the Company and AMD (the “Confidentiality Agreement”). (c) No investigation by Buyer or its Applicable Representatives shall affect or be deemed to modify or waive the representations and warranties set forth herein. Nothing contained in this Agreement shall give any party, directly or indirectly, the right to control or direct the operations of the other party prior to the Closing. (d) Prior to the Closing, the Company shall reasonably promptly deliver to Buyer a copy of each Servicer’s Report, Repurchase Notice, and Notice of Assignment and Irrevocable Payment Instruction delivered or received under the PNC Factoring Agreement (capitalized terms used and not defined in this Section 7.2(d) have the meanings assigned thereto in the PNC Factoring Agreement). For the avoidance of doubt, the failure to deliver any Servicer’s Report, Repurchase Notice, and Notice of Assignment and Irrevocable Payment Instruction, whether in whole or in part, shall not be a failure to satisfy any condition to Closing pursuant to Section 8.2. (e) For a period of seven (7) years following the Closing, Buyer shall, and shall cause the Company and the Company Subsidiaries to, use commercially reasonable efforts to retain all books, records and other documents pertaining to the Business in existence on the Closing Date that are required to be retained under current retention policies and to provide the Seller and its Applicable Representatives with reasonable access to the same (for the purpose of examining and copying at its expense, during normal business hours, upon reasonable request and upon reasonable notice; provided, however, that (a) any such access shall be subject to Buyer’s and the Company’s reasonable security measures and insurance requirements and conducted in a manner not to unreasonably interfere with the businesses or operations of Buyer, the Company and the Company Subsidiaries, (b) Buyer, the Company and the Company Subsidiaries shall not be required to disclose any information to the Seller or its Applicable Representatives if doing so would reasonably be expected to violate any Law to which Buyer, the Company or such Company Subsidiary is subject but Buyer, the Company and the Company Subsidiaries shall take reasonable steps to provide such information if requested by the Seller and (c) nothing in this Section 7.2(e) shall require Buyer, the Company or any Company Subsidiary to furnish to the Seller or its Applicable Representatives or provide the Seller or its Applicable Representatives with access to information that is subject to attorney-client privilege but Buyer, the Company and the Company Subsidiaries shall take reasonable steps to provide such information if requested by the Seller.

Access to Information. From the date of this Agreement until the Effective Time, to the extent permitted by applicable law, The Sellers shall cause the Company and Parent will, during normal business hours and upon reasonable request, (a) give the other party its Subsidiaries to afford Purchaser and its counselaccountants, financial advisors, auditors counsel and other authorized representatives reasonable access to (a) all of the offices, properties, books books, Contracts, commitments and records of such party the Company and its Subsidiaries, including all Company Intellectual Property and Company Products, (b) furnish all other information concerning the business, properties and personnel (subject to restrictions imposed by applicable law) of the other party Company and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information Subsidiaries as such Persons Purchaser may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation executive Senior Managers of the business Company and any additional Employees of the Company or Parentits Subsidiaries as reasonably requested by Purchaser. The Sellers shall cause the Company and its Subsidiaries to provide to Purchaser and its accountants, as the case may becounsel and other representatives copies of internal financial statements (including Tax Returns and supporting documentation) promptly upon request; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, furtherhowever, that no such investigation 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 notice, (y) constitute an acknowledgment or admission of a breach of this Agreement, or (z) be deemed to amend or supplement the Sellers’ Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. For the avoidance of doubt, the right to indemnification, payment of Losses or any other remedy will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any representation, warranty, covenant or agreement made by the Sellers or any other matter. The waiver of any condition based on the accuracy of any such representation or warranty given by either party hereunder; providedwarranty, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, or on the one handperformance of or compliance with any such covenant or agreement, nor Parentwill not affect the right to indemnification, payment of Losses, or any other remedy based on the other handany such representation, warranty, covenant or agreement. No Indemnified Party shall be required to provide show reliance on any information which it reasonably believes it may not provide representation, warranty, certificate or other agreement in order for such Indemnified Party to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required be entitled to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)indemnification hereunder.

Access to Information. From (a) Until the date earlier of the Closing and the termination of this Agreement until the Effective Timein accordance with Article VIII, to the extent permitted by applicable lawLaw and COVID-19 Measures, the Company shall and Parent will, shall cause its Representatives to afford the Representatives of Buyer reasonable access during normal business hours and upon reasonable request, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the officesService Providers, properties, books offices and other facilities, books, and records of such party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the extent reasonably required for Buyer to (i) 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, (ii) plan for the integration of the Company’s reasonable discretion); business with the business of Buyer following the Closing and provided, further, that no such (iii) otherwise facilitate the consummation of the Transactions. No information or knowledge obtained by Buyer during the pendency of the Transactions in any investigation pursuant to this Section 6.09 shall affect or be deemed to modify any representation representation, warranty, covenant, condition or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of obligation under this Section 7.3)Agreement. Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall Company will not be required to provide any information which it that the Company reasonably believes it may not provide to determines in its good faith, based on the other by reason advice of any applicable lawthe Company’s counsel, which constitutes information protected by attorney/-client or other similar privilege; provided that, or which it is required the Company will attempt in good faith to keep confidential by reason of contract or agreement with any third Person. Each party shall use its commercially reasonable efforts to make reasonable and appropriate substitute disclosure such alternative arrangements under circumstances as may be reasonably necessary to provide the relevant information to Buyer in which the restrictions of the preceding sentence applya way that would not jeopardize such privilege. All information obtained provided by Parent or the Company pursuant to this Section 7.3 shall Buyer hereunder will be kept confidential in accordance with, and shall otherwise be subject to the terms of, with the Confidentiality Agreement. (b) Until the earlier of the Closing and the termination of this Agreement dated as in accordance with Article VIII, without the prior written consent of October 1, 2023 between Parent and the Company (which consent will not be unreasonably withheld, conditioned or delayed), and except to the “Confidentiality 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 or the termination of this Agreement until the Effective TimeAgreement, to the extent permitted by applicable lawSeller shall, and shall cause the Company and Parent willeach Subsidiary to, (a) afford Buyer and its Representatives reasonable access, during normal business hours and upon reasonable requestprior notice, (a) give to and the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access right to inspect all of the officesReal Property, properties, assets, premises, books and records of such party records, Contracts and other documents and data related to the Company and its Subsidiaries, ; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the other party Company and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information Subsidiaries as such Persons Buyer or any of its Representatives may reasonably request, ; and (c) instruct its employees, counsel the Representatives of Seller and financial advisors the Company to reasonably cooperate with the other party Buyer in its due diligence investigation of the Company and its Subsidiaries. Without limiting the foregoing, Seller shall permit Buyer and its Representatives to conduct environmental due diligence of the Company and its Subsidiaries and the Real Property, including the collecting and analysis of samples of indoor or outdoor air, surface water, groundwater or surface or subsurface land on, at, in, under or from the Company and its Subsidiaries and the Real Property, provided, that, Buyer shall not conduct any invasive testing without Seller’s prior written consent (which 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 Parentany Subsidiary, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s directly or Parent’s operations (it being understood and agreed that indirectly, in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential confidence in accordance with, and shall otherwise abide by and be subject to to, the terms ofand conditions of that certain Mutual Confidentiality and Non-Disclosure Agreement, the Confidentiality Agreement dated as of October 1March 13, 2023 2014 between Parent Buyer and the Company (the “Confidentiality Agreement”)Seller.

Access to Information. From the date of this Agreement Effective Date until the Effective TimeClosing, to the extent permitted by applicable lawSellers shall, the and shall cause each Company and Parent will, during normal business hours and upon reasonable request, to: (a) give the other party afford Buyer and its counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access to and the officesright to inspect all of the Leased Real Property, properties, assets, premises, books and records of such party records, contracts, agreements and its Subsidiaries, other documents and data related to each Company; (b) furnish to the other party Buyer and its counselRepresentatives with such financial, financial advisors, auditors operating and other authorized representatives such financial and operating data and other information related to each Company as such Persons Buyer or any of its Representatives may reasonably request, ; and (c) instruct its employees, counsel the Representatives of Sellers and financial advisors the Companies to reasonably cooperate with the other party Buyer in its investigation of the business of the Company or ParentCompanies; provided, as the case may be; provided however, that any such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without during normal business hours upon reasonable advance notice to Sellers' Representative or such other individual(s) as Sellers' Representative may designate in writing from time to time and in accordance with the prior consent instructions of such individual(s), so as to preserve the confidentiality of the Transactions and so as not to interfere with the normal operations of either Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject . Notwithstanding anything to the terms of contrary in this Section 7.3). Notwithstanding the foregoingAgreement, neither the Company, on the one hand, Sellers nor Parent, on the other hand, either Company shall be required to provide disclose any information which it reasonably believes it may to Buyer if such disclosure would, in Sellers' Representative's reasonable discretion: (i) cause significant competitive harm to any Seller or either Company, or their respective businesses if the Transactions are not provide consummated; (ii) jeopardize any attorney-client or other privilege; or (iii) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the other by Effective Date. Prior to the Closing, Buyer shall not, without the prior written consent of Sellers' Representative, which such consent may be withheld in Sellers' Representative's sole discretion and for any reason or for no reason, contact any suppliers to or customers or employees of any applicable lawCompany or any other third party concerning this Agreement, which constitutes information protected by attorney/client privilege, with respect to the Transactions or which it is required to keep confidential by reason of contract or agreement in connection with any third Personsuch investigation. Each party Buyer shall use reasonable efforts have no right to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions perform invasive or subsurface investigations of the preceding sentence apply. All information obtained by Parent Leased Real Property without the prior written consent of Sellers' Representative (which consent shall not be unreasonably withheld, delayed or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”conditioned).

Access to Information. From (a) Between the date of this Agreement until hereof and the Effective Time, to the extent permitted by applicable lawClosing, the Company KM Member: (a) shall give the Buyer and Parent willits authorized representatives reasonable access, during normal regular business hours and upon reasonable requestadvance notice, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, propertiesfacilities, books and records of such party the Company; and its Subsidiaries, (b) shall cause officers of the Company and the KM Member to furnish to the other party Buyer and its counsel, financial advisors, auditors and other authorized representatives with such financial and operating data and other information with respect to the Company as such Persons the Buyer may from time to time reasonably request. The KM Member shall have the right to have a representative present at all times during any such inspections and examinations conducted at the offices or other facilities or properties of the KM Member or the Company. In addition, between the date hereof and (c) instruct the Closing Date, the KM Member shall provide to the Buyer reasonable access to its employees, counsel provided that (i) the Buyer shall advise the KM Member in advance of any meetings or communications with such employees and financial advisors the general purpose of such meetings or communications and (ii) the KM Member shall have the right to reasonably cooperate with have a representative present at all times during such meetings. The Buyer shall hold in confidence all such information on the other party terms and subject to the conditions contained in the Confidentiality Agreement. The Buyer shall have no right of access to, and the KM Member shall have no obligation to provide to the Buyer any information the disclosure of which would jeopardize any privilege available to the Company, the KM Member or any of its investigation Affiliates relating to such information or would cause the KM Member or any of the business of its Affiliates or the Company to breach a confidentiality obligation (provided, however, that if requested by the Buyer, the KM Member or Parentthe Company will use commercially reasonable efforts to obtain a waiver of such confidentiality obligation; provided, that neither the KM Member nor the Company shall have any obligation to compensate such applicable counterparty for such waiver or waive any rights that the KM Member or the Company, as the case may be; , may have against such applicable counterparty) or contravene Law. Any access granted as provided that such investigation in this Section 7.4(a) shall not unreasonably disrupt be at the Buyer’s sole risk and expense and shall be subject to restrictions under the Company’s written workplace safety guidelines (which shall be provided to the Buyer in advance of such access) and applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the KM Member, which may be withheld for any reason, (y) the Buyer shall not contact in connection with the transactions to be consummated by this Agreement any suppliers to, or Parentcustomers of, the Company, the KM Member or the KM Member’s operations Affiliates, and (z) the Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Company or the Subsidiaries. The KM Member makes no representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 7.4(a), and the Buyer may not rely on the accuracy of any such information other than as expressly set forth in the representations and warranties contained in Article IV or Article V. (b) The Buyer shall indemnify, defend and hold the Company, the Subsidiaries, the KM Member and their respective Affiliates harmless from and against any and all Losses suffered by any of them relating to, resulting from or arising out of examinations or inspections made by the Buyer or its representatives pursuant to this Section 7.4; provided, however, that the Buyer shall not have any Liability arising out of the discovery of any existing environmental contamination or condition during any such examinations or inspections except in respect of its ownership interest, on and after the Closing, in the Company. THE FOREGOING INDEMNIFICATION AND HOLD HARMLESS SHALL APPLY WHETHER OR NOT SUCH LOSSES ARISE OUT OF (i) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXCLUDING THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE KM MEMBER OR THE COMPANY OR (ii) STRICT LIABILITY. (c) The Parties shall cooperate with respect to certain financial disclosures and activities in accordance with the following: (i) The KM Member and the Company shall use commercially reasonable efforts to deliver or cause to be delivered to the Buyer on or before August 15, 2016, (A) the audited financial statements and related footnotes of the Company and its Subsidiaries for the years ended December 31, 2015, 2014 and 2013, including the report of PricewaterhouseCoopers with respect to such audited financial statements, and (B) the unaudited financial statements and related footnotes of the Company and its Subsidiaries for the three and six months ended June 30, 2016 and 2015. The KM Member will use commercially reasonable efforts to cause to be delivered to the Buyer, (1) in advance of any applicable filing with the U.S. Securities and Exchange Commission, a consent from PricewaterhouseCoopers with respect to the filing of the report referred to in the foregoing clause (A), it being understood and agreed that such filing may occur at any time on or after the delivery of such report to the Buyer and in no event shall advance of the Closing Date, and (2) any invasive or subsurface investigation or testing financial statements of the Company and its Subsidiaries for subsequent periods ending prior to the Closing Date, including any required audit opinions, as may be required by applicable securities Laws in connection with any Form 8-K filed by the Buyer for the purpose of updating any registration statement filed with the U.S. Securities and Exchange Commission and any Form 8-K required to be filed by Buyer under Item 2.01 of Form 8-K, with such additional financial information to be provided not later than 45 days after the end of any environmental media be conducted without such subsequent period (or 60 days with respect to any year-end). Furthermore, the prior consent KM Member will use commercially reasonable efforts to assist the Buyer with all actions and things reasonably necessary, proper or advisable for the Buyer to (y) arrange, syndicate and obtain any financing arrangements of the CompanyBuyer in connection with this Agreement or the Ancillary Documents, such consent including designating one member of senior management of the Company to be within participate in the preparation of offering and syndication documents and materials and providing reasonable and customary authorization and management representation letters and requesting the Company’s reasonable discretion); independent auditors to provide customary accountant’s comfort letters and providedconsents, furtherand (z) obtain any corporate credit ratings and, that no such investigation shall affect if applicable, facility ratings from any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3)ratings agency. Notwithstanding the foregoing, neither nothing in this Section 7.4(c)(i) will require such assistance to the extent it would interfere unreasonably with the business or operations of the Company or its Subsidiaries. (ii) The Buyer shall promptly reimburse the KM Member or the Company, on as applicable for all (A) third party billed fees, costs and expenses and (B) reasonable out-of-pocket costs and expenses incurred by the one hand, nor Parent, on KM Member or the Company with respect to the KM Member’s obligations under Section 7.4(c)(i). (iii) The Parties shall cooperate with and reasonably assist the other handParties, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use including using commercially reasonable efforts to make reasonable provide such financial and appropriate substitute disclosure arrangements under circumstances other information, records and documents and access to such Party’s personnel, advisors and accountants as may be reasonably requested by the KM Member in which the restrictions discharge of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this KM Member’s obligations under Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”7.4(c)(i).

Access to Information. From the date of this Agreement until the Effective Time, to the extent permitted by applicable law, the Company a. The Purchaser and Parent will, its authorized representatives shall have full access during normal business hours to all properties, books, records, contracts, and upon reasonable requestdocuments of each of the Sellers, (a) give and each of the other party Sellers shall furnish or cause to be furnished to the Purchaser and its counsel, financial advisors, auditors and other authorized representatives reasonable access all information with respect to its affairs and business as the offices, properties, books and records of such party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Purchaser may reasonably request. The Purchaser shall hold, and shall cause its representatives to hold confidential, all such information and documents, other than information that (ci) instruct is in the public domain at the time of its employees, counsel and financial advisors disclosure to reasonably cooperate 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 other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior written consent of the Companyapplicable Seller. In the event this Agreement is terminated prior to Closing, the Purchaser shall, upon the written request of the applicable Seller, promptly return all copies of all documentation and information provided by such consent entity hereunder. b. Each of the Sellers and its authorized representatives shall have full access during normal business hours to all properties, books, records, contracts, and documents of the Purchaser, and the Purchaser shall furnish or cause to be within furnished to the Company’s reasonable discretion); applicable Seller and provided, further, that no its authorized representatives all information with respect to its affairs and business such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 entity may reasonably request. Each of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, Sellers shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance withhold, and shall otherwise be subject 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 terms ofapplicable Seller; (ii) becomes part of the public domain after disclosure through no fault of such entity; (iii) is known to the applicable Seller or any of its officers or directors prior to disclosure; or (iv) is disclosed in accordance with the written consent of the Purchaser. In the event this Agreement is terminated prior to Closing, each of the Confidentiality Agreement dated as Sellers shall, upon the written request of October 1the Purchaser, 2023 between Parent promptly return all copies of all documentation and information provided by the Company (the “Confidentiality Agreement”)Purchaser hereunder.

Access to Information. (a) From the date of this Agreement hereof until the Effective Time, to the extent permitted by applicable lawClosing, the Company shall, and shall cause the Included Subsidiary to (i) afford Parent will, during normal business hours and upon reasonable request, (a) give the other party and its counsel, financial advisors, auditors Representatives full and other authorized representatives reasonable free access to and the officesright to inspect all of the Real Property, properties, assets, premises, books and records of such party records, Contracts and other documents and data related to each Company Entity, as applicable; (ii) furnish Parent and its SubsidiariesRepresentatives with such financial, (b) furnish to the other party and its counsel, financial advisors, auditors operating and other authorized representatives such financial and operating data and other information related to each Company Entity as such Persons Parent or any of its Representatives may reasonably request, ; and (ciii) instruct its employees, counsel and financial advisors the Representatives of each Company Entity to reasonably cooperate with the other party Parent in its investigation of the Company. Without limiting the foregoing, the Company shall, and shall cause the Included Subsidiary to, permit Parent and its Representatives to conduct environmental due diligence of each Company Entity and the Real Property, including the collecting and analysis of samples of indoor or outdoor air and conducting a Phase I environmental site assessment performed in accordance with current ASTM standards, but expressly excluding any and all invasive testing, soil borings or any type of sampling or testing which breaks the plane of the Real Property without the Company’s prior written consent. Any investigation pursuant to this Section 5.02 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company. Notwithstanding anything to the contrary in this Agreement, no Company Entity shall be required to disclose (i) any information to Parent if such disclosure would contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement, (ii) any information related to the Company Board or Special Committee deliberations, or (iii) any information that could negatively affect any attorney-client privilege. Prior to the Closing, Parent shall not contact any suppliers to, or customers of, the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted Entities without the prior written consent of the Company, such which consent to shall not be within the Company’s reasonable discretion); and provided, further, that no such unreasonably withheld. No investigation by Parent or other information received by Parent shall operate as a waiver or otherwise affect any representation representation, warranty or warranty agreement given or made by either party hereunder; provided, further, that the Company in this Agreement. (b) Parent and the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance comply with, and shall otherwise be subject cause their respective Representatives to the terms ofcomply with, all of their respective obligations under the Confidentiality Agreement Agreement, dated as of October 1July 10, 2023 2015, between Parent and the Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information. (a) From the date of this Agreement hereof until the Effective TimeClosing, to upon reasonable notice, Seller shall, and shall cause its respective officers, employees, auditors and agents to, (i) afford the extent permitted by applicable lawofficers, the Company employees, agents and Parent willrepresentatives of Buyer, at Buyer’s sole expense, access, during normal business hours and upon reasonable requesthours, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, personnel, properties, books and records of such party Seller relating to the Business and its Subsidiaries, (bii) furnish to the other party officers, employees, agents and its counsel, financial advisors, auditors and other authorized representatives of Buyer such additional financial and operating data and other information relating to the Business as such Persons they may from time to reasonably request; provided, and (c) instruct its employeeshowever, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall interfere with any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation businesses or warranty given by either party hereunderoperations of Seller; provided, further, that the Company Seller shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall not be required to provide any information which it reasonably believes it may not provide such access or disclosure to the other by reason extent that such access and disclosure would violate the terms of any applicable lawagreement to which Seller is bound or any Law or result in any loss of attorney-client or other privilege. Buyer and its representatives will at all times comply with all rules and procedures relating to the foregoing as may be communicated to them by Seller or its representatives, which constitutes and will hold in confidence all confidential information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement obtained from Seller in accordance with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions provisions of the preceding sentence applyConfidentiality Agreement. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance withIn addition, Buyer acknowledges and shall otherwise be confirms that it and its representatives are and remain subject to the terms ofConfidentiality Agreement. (b) In order to facilitate the resolution of any claims made against or by Seller or for any other reasonable purpose (including the preparation of or audit of any Tax Returns of Seller), for a period of seven (7) years after the Confidentiality Closing, Buyer shall (i) retain the records relating to the Acquired Assets and the Business delivered by Seller to Buyer corresponding to periods prior to the Closing in a manner reasonably consistent with the prior practice of Seller and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of Seller reasonable access during normal business hours, to such books and records (including the right to make, at Seller’s expense, photocopies). (c) In order to facilitate the resolution of any claims made against or by Buyer or for any other reasonable purpose, for a period of seven (7) years after the Closing, Seller shall (i) retain any books and records relating to the Acquired Assets and the Business for periods prior to the Closing which have been retained by it in accordance with this Agreement dated and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of Buyer reasonable access during normal business hours, to such books and records (including the right to make, at Buyer’s expense, photocopies). (d) At Buyer’s request, at any time within one (1) year after the Closing, Seller shall provide to Buyer’s designated independent auditor access to the books and records of the Acquired Assets, and all related information regarding the Acquired Assets for the period commencing January 1, 2005 through the Closing Date. In connection with the foregoing audit, Seller shall provide to such auditor a representation letter in substantially the form of Exhibit I attached hereto, with such changes as may be necessary to make the representations set forth therein true and correct as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)date on which such representation letter is to be delivered.

Access to Information. (a) From the date of this Agreement until the Effective TimeTime or, to if earlier, the extent permitted termination of this Agreement in accordance with Article VII, upon reasonable prior written notice by applicable lawParent or the Purchaser, the Company shall, and shall use commercially reasonable efforts to cause each Company Subsidiary and each of their respective Representatives: (i) provide to Parent will, during normal business hours and upon reasonable request, (a) give the other party Purchaser and its counsel, financial advisors, auditors and other authorized representatives their respective Representatives reasonable access at reasonable times to the officesofficers, employees, agents, properties, offices and other facilities of the Company and each Company Subsidiary and to the books and records of such party thereof (including Tax Returns) and its Subsidiaries, (bii) furnish to such information concerning the other party and its counselbusiness, financial advisorsproperties, auditors offices and other authorized representatives such financial and operating data facilities, Contracts, assets, liabilities, employees, officers and other information aspects of the Company and each Company Subsidiary as such Persons Parent or its Representatives may reasonably request. Notwithstanding anything in this Section 5.2 to the contrary, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company may refuse to provide any access, or Parentto disclose any information, as the case may be; provided that if such investigation shall not unreasonably disrupt the Company’s access or Parent’s operations disclosing such information would (it being understood A) violate applicable Law (including antitrust and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretionprivacy laws); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, furtherthat, the Company shall provide such access or disclose such information to the greatest extent possible without violating applicable Law, (B) cause the loss of or jeopardize any attorney-client, attorney-work product, or similar legal or protective privilege; provided, that, if any information is withheld pursuant to the foregoing clause (B), the Company shall inform the Parent as to the general nature of what is being withheld and the parties shall use commercially reasonable efforts, such as entry into a customary joint defense agreement, to enable the Company to provide such information without causing the loss of any such privilege, or (C) that is prohibited from being disclosed pursuant to the terms of, or would otherwise result in a violation or breach of, or default under any Contract; provided, that the Company shall perform use commercially reasonable efforts to obtain consent from such Person to permit such access or disclosure. Parent and the actions set forth on Section 7.3 Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the Company Disclosure Schedules (and the Company Subsidiaries that may result from the requests for access, data and information hereunder. Any access to any properties or facilities of the Company or any Company Subsidiary shall be subject to the terms Company’s reasonable Table of this Section 7.3). Notwithstanding Contents security measures and the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions insurance requirements of the preceding sentence applyCompany Leases and shall not include the right to perform any “invasive” testing or soil, air or groundwater sampling, including, without limitation, any Phase I or Phase II environmental assessments. All information obtained by Parent or the Company No investigation conducted pursuant to this Section 7.3 5.2(a) shall affect or be kept confidential deemed to modify or limit any representation or warranty made by the Company in accordance this Agreement. (b) With respect to the information disclosed pursuant to Section 5.2(a), Parent shall comply with, and shall otherwise be subject cause its Representatives to the terms ofcomply with, all of its obligations under the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”).

Access to Information. (a) From the date hereof until the earlier of the termination of this Agreement until and the Effective TimeClosing, Seller shall, and shall cause each Acquired Company to, (i) make its management personnel reasonably available to the extent permitted Buyer and its Representatives, (ii) subject to and in compliance with any obligations of confidentiality or non-disclosure provided by applicable lawLaw or contained in any material Contracts to which Seller or any Non-Company Affiliate is a party or by which Seller or any Non-Company Affiliate is bound, the Company provide Buyer and Parent willits Representatives reasonable access to, and permit such Persons to review, during normal business hours and upon reasonable prior written request, its properties, books, Contracts, accounts, records and files and (aiii) give the provide such other party information to Buyer and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information Representatives as such Persons they may reasonably request, in each case, which is (a) reasonably necessary to assist Buyer with integration and transition planning in connection with the transactions contemplated hereby or otherwise consummating such transactions, and (cb) instruct its employeesnot inconsistent with applicable Law; provided, counsel and financial advisors to reasonably cooperate such access (1) does not unreasonably interfere with the other party in its investigation Business or the safe commercial operations of the business Acquired Companies (or, as appropriate, its Affiliates) and (2) is reasonably related to Buyer's obligations and rights hereunder or the transactions contemplated hereby; provided, however, that (w) Seller shall have the right to have a Representative present for any communication with employees or officers of the Company or Parentits Affiliates, as the case may be; provided that such investigation (x) Buyer shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent cause its Representatives to observe and comply with all health, safety and security requirements of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation (y) Buyer shall affect not conduct any representation environmental sampling or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 testing or otherwise make direct contact with regulators of the Company Disclosure Schedules (Acquired Companies without the prior written consent of Seller. Buyer shall hold in confidence all such information on the terms and subject to the terms of this Section 7.3)conditions contained in the Confidentiality Agreement. Notwithstanding the foregoing, neither Buyer acknowledges that none of Seller nor its Subsidiaries or Affiliates shall be obligated to provide to Buyer (i) subject to Section 6.16, any information to the extent relating to any offers or indications of interest received by Seller or its Affiliates or representatives from any Person other than Buyer to acquire the Company, or any of its Equity Interests, properties or assets or any communications between Seller or its Affiliates or Representatives on the one hand, nor Parent, hand and any such other Person on the other handhand to the extent relating to such offers or indications of interest or the transactions contemplated thereby (it being understood that Seller may retain all such documents, information and communications, which shall be required the sole property of Seller at all times prior to and after the Closing), (ii) any work papers or similar materials prepared by the independent public accountants of Seller, except to the extent that such accountants agree to provide access to such work papers or similar materials upon such terms and conditions as shall be determined by such accountants in their discretion, and (iii) any documents or information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information that are protected by the attorney/-client privilegeprivilege or work product doctrine protections if Seller reasonably determines that providing copies or access to such documents or information could give rise to a possible waiver of such privilege protections after considering the parties' arrangements to preserve applicable privileges and protections; provided, that in the case of the foregoing clauses (ii) and (iii), Seller shall take all reasonable steps to permit inspection of, or which to disclose, such information and to respond in a timely manner to all subsequent requests by Buyer based on such information on a basis that it is required does not jeopardize any attorney-client privilege or work product doctrine protections. (b) Buyer agrees to keep confidential indemnify and hold harmless Seller and the Acquired Companies, their respective Affiliates and their respective Representatives for any and all out-of-pocket Losses (excluding, for the avoidance of doubt, overhead costs) incurred by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions such Persons arising out of the preceding sentence apply. All information obtained by Parent or the Company pursuant to access rights under this Section 7.3 shall be kept confidential in accordance with6.4, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as including from any Claims by any of October 1, 2023 between Parent and the Buyer's Representatives for any injuries or property damage while accessing any Company (the “Confidentiality Agreement”)Assets.

Access to Information. From (a) Between the date of this Agreement until and the Effective Time, to the extent permitted by applicable lawClosing, the Company and Parent will, during normal business hours and upon reasonable request, Sellers shall (ai) give the other party Buyer, its prospective lenders and its counsel, financial advisors, auditors and other their authorized representatives reasonable access to the officesall books, propertiesrecords, books and records of such party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors offices and other authorized representatives facilities and properties of the Companies and the Subsidiaries; (ii) permit Buyer to make such inspections thereof as Buyer may reasonably request; and (iii) cause the officers of the Companies and the Subsidiaries to furnish Buyer with such financial and operating data and other information with respect to the business and properties of the Companies and the Subsidiaries as such Persons Buyer may from time to time reasonably request; provided, and (c) instruct its employeeshowever, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that any such investigation shall be conducted during normal business hours under the supervision of the Sellers’ personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not interfere unreasonably disrupt with the Company’s or Parent’s business operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the CompanySellers, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect Companies or Subsidiaries. (b) All information concerning any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules Sellers, the Companies or the Subsidiaries furnished or provided by any of the Sellers, the Companies, or the Subsidiaries or their representatives to Buyer or its representatives (whether furnished before or after the date of this Agreement) shall be held subject to the terms of this Section 7.3). Notwithstanding the foregoingthat certain confidentiality agreement by and between Silver Lake Management Company Sumeru, neither the Company, on the one hand, nor L.L.C. and Sellers’ Parent, on the other handdated December 14, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company 2007 (the “Confidentiality Agreement”). Effective as of the Closing, the Confidentiality Agreement shall terminate and be of no further force or effect. For purposes of clarification, if this Agreement is terminated for any reason, the Confidentiality Agreement will remain in effect in accordance with its terms.

Access to Information. From the date of this Agreement until the Effective Time, Prior to the extent permitted by applicable lawClosing, Seller shall (i) provide Purchaser and its officers, directors, managers, employees, agents, counsel, accountants, and consultants (collectively, the Company “Purchaser Representatives”) reasonable access, upon reasonable notice and Parent will, during normal business hours and upon reasonable requesthours, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, propertiesfacilities, books and records of such party and its Subsidiaries, (b) furnish Seller relating to the other party Purchased Assets and its to Seller’s executive officers, directors, managers, agents, counsel, financial advisorsaccountants, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request(collectively, the “Seller Representatives”), and (cii) instruct its employeesfurnish or make available to Purchaser and the Purchaser Representatives such information with respect to the Purchased Assets as Purchaser or the Purchaser Representatives may from time to time reasonably request. Notwithstanding the foregoing, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company Seller may withhold (i) any document or Parent, as the case may be; provided information that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (is subject to the terms of this Section 7.3a confidentiality agreement with a third party, (ii) 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 or (iii) 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 Seller’s legal counsel, might reasonably result in antitrust compliance questions for such party (or any of its affiliates). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide If any information which it reasonably believes it may not provide material is withheld by Seller pursuant to the other preceding sentence, it shall inform Purchaser as to the general nature of what is being withheld. Except as otherwise agreed to by reason Seller, and notwithstanding termination of any applicable lawthis Agreement, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable the terms and appropriate substitute disclosure arrangements under circumstances in which the restrictions provisions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance withConfidentiality Agreement, dated September 30, 2019, between Purchaser and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company Seller (the “Confidentiality Agreement”)) shall apply to all information furnished to Purchaser or any Purchaser Representative by any Seller Representative under this Agreement.

Access to Information. From the date hereof to the Closing Date, Seller shall and shall cause the Company Group to: (i) afford Buyer and its representatives reasonable access to and the right to inspect all of the Real Property, properties, assets, premises, books and records, contracts, agreements and other data related to the Company Group; and (ii) furnish Buyer and its representatives and the Debt Financing Sources with such financial, operating and other data and information related to the Company Group as Buyer may reasonably request; provided, however, that any such investigation shall be conducted during normal business hours, upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such manner as not to interfere with the normal operations of the Company Group. All requests by Buyer for access pursuant to this Section 4.5 shall be submitted or directed exclusively to ▇▇▇▇▇ ▇▇▇▇ or such other individuals as Seller may designate in writing from time to time. Notwithstanding anything herein to the contrary, neither Seller nor the Company Group shall be required to disclose any information to Buyer if such disclosure would, in Seller’s reasonable discretion: (A) jeopardize any attorney-client or other privilege; or (B) contravene any applicable Law, fiduciary duty or agreement entered into prior to the date of this Agreement until the Effective Time, Agreement. Prior to the extent permitted by applicable lawClosing Date, without the prior written consent of Seller, which may not be unreasonably withheld, delayed or conditioned, Buyer shall not contact any suppliers to, or customers of, the Company and Parent will, during normal business hours and upon reasonable request, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably requestGroup. Buyer shall, and (c) instruct shall use its employeesReasonable Best Efforts to cause its representatives and the Debt Financing Sources to, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given abide by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required 4.4 hereof with respect to provide any access or information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company provided pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)4.5.

Access to Information. From the date of this Agreement hereof until the Effective TimeClosing, to Seller shall, and shall cause the extent permitted by applicable law, the Company and Parent will, during normal business hours and upon reasonable request, RSG Companies to: (a) give the other party afford Buyers and its counsel, financial advisors, auditors and other authorized representatives their Representatives reasonable access to and the officesright to inspect all of the Real Property, propertiesassets, premises, books and records records, contracts, agreements and other documents and data related to the RSG Companies as Buyers reasonably deem necessary for the purpose of such party and its Subsidiaries, evaluating the transactions contemplated hereby; (b) furnish to the other party Buyers and its counseltheir Representatives with such financial, financial advisors, auditors operating and other authorized representatives such financial and operating data and other information of RSG Companies as such Persons Buyers or any of their Representatives may reasonably request, ; and (c) instruct its employees, counsel the Representatives of Seller and financial advisors the RSG Companies to reasonably cooperate with the other party Buyers in its their investigation of the business of the Company or ParentCompany; provided, as the case may be; provided however, that any such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without during normal business hours upon reasonable advance notice to Seller, under the prior consent supervision of Seller’s and/or RSG1’s personnel and in such a manner as not to interfere with the normal operations of the Company, RSG Companies. All requests by Buyers for access pursuant to this Section 5.2 shall be submitted or directed exclusively to ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇ or such consent other individuals as Seller may designate in writing from time to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject time. Notwithstanding anything to the terms of contrary in this Section 7.3). Notwithstanding the foregoingAgreement, neither Seller nor the Company, on the one hand, nor Parent, on the other hand, RSG Companies shall be required to provide disclose any information which it reasonably believes it may to Buyers if such disclosure would, in Seller’s sole discretion: (x) cause significant competitive harm to Seller, the RSG Companies and/or their respective businesses if the transactions contemplated by this Agreement are not provide consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law, fiduciary duty or binding agreement. Prior to the other by reason Closing, without the prior written consent of any applicable lawSeller, which constitutes information protected by attorney/client privilegemay be withheld for any reason, Buyers shall not contact any suppliers to, or which it is required customers of, the RSG Companies and Buyers shall have no right to keep confidential by reason of contract perform invasive or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions subsurface investigations of the preceding sentence applyReal Property. All Buyers shall, and shall cause their Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information obtained by Parent or the Company provided pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)5.2.

Access to Information. From (a) During the date of this Agreement until the Effective Time, to the extent permitted by applicable lawPre-Closing Period, the Company shall (and Parent will, shall cause each of its Subsidiaries to) afford the Representatives of the Buyer reasonable access upon reasonable written notice and during normal business hours to the individuals listed on Schedules 12.2(b) and upon reasonable request, (ac) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party the Company and each of its Subsidiaries, so that the Buyer may make such investigation as it shall reasonably desire to make of the individuals listed on Schedules 12.2(b) and (bc), business, properties and affairs of the Company and each of its Subsidiaries, and the Buyer shall be permitted to make abstracts from, or copies of, all such books and records at Buyer’s sole cost and expense. The Company shall (and shall cause each of its Subsidiaries to) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives Buyer such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or Parent, and each of its Subsidiaries as the case Buyer shall reasonably request. Notwithstanding anything to the contrary in this Section 6.2, in no event shall the Company or any of its Subsidiaries be required to afford the Buyer or any of its Representatives access to the Company or any of its Subsidiaries or their respective properties, books and records in a manner that unreasonably interferes with the business or operations of the Company and its Subsidiaries. In connection with any access provided pursuant to this Section 6.2(a), the Buyer and its accountants, counsel and other Representatives shall use their commercially reasonable efforts to cooperate with the Company and its Representatives to minimize undue disruption to the normal operations of the Company and its Subsidiaries resulting from such access. Furthermore, notwithstanding anything to the contrary in this Section 6.2(a), prior to Closing, (i) nothing herein shall require the Seller, the Company or any of their respective Subsidiaries or Affiliates to furnish to the Buyer or provide the Buyer with access to information (A) to the extent legal counsel for the Seller or the Company reasonably concludes that the disclosure of such information to the Buyer would result in the violation of Antitrust Law (after the implementation of any clean-team or other comparable mitigation procedures reasonably requested by the Buyer), (B) that constitutes Privileged Material or (C) that does not constitute Privileged Material but that is subject to the attorney-client privilege, work product doctrine, or other similar legal privilege that cannot be preserved through the entry into a customary joint defense agreement mutually acceptable to the Seller and the Buyer and (ii) none of Buyer, its Affiliates or their respective Representatives shall be permitted to perform any invasive environmental investigation, including soil or groundwater sampling without the prior written consent of the Seller, which consent may be; provided be withheld in Seller’s sole discretion. (b) Within fifteen (15) days after the end of each month ending prior to the Closing, beginning with August 2018, the Company shall furnish to the Buyer an unaudited income statement for such month and a balance sheet as of the end of such month, prepared in accordance with the Accounting Principles. Such financial statements shall present fairly in all material respects 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 shall be consistent in all material respects with the books and records of the Company and the Subsidiaries. (c) During the Pre-Closing Period, the Company shall use commercially reasonable efforts to facilitate the Buyer’s access to the customers and suppliers of the Company and its Subsidiaries set forth in Section 3.22 of the Disclosure Schedule (the “Specified Customers and Suppliers”) for the purpose of facilitating the post-Closing integration of the Company and its Subsidiaries and their businesses into that such investigation shall not unreasonably disrupt of the Company’s or Parent’s operations Buyer (it being understood and agreed that in no event shall the Company cannot compel any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent Specified Customers and Suppliers to be within participate in any discussions with the Company’s reasonable discretionBuyer); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that a Representative of the Company shall perform be present during and shall have the actions set forth on Section 7.3 right to participate in any such discussion and the Seller and the Company should use commercially reasonable efforts to cause a Representative of the Company Disclosure Schedules (subject to be present during any such discussion and to accommodate meeting dates reasonably requested by the terms of this Section 7.3)Buyer. The Buyer and the Seller shall mutually agree in advance on the agenda and discussion topics for such discussion, which agreement shall not be unreasonably withheld, conditioned or delayed. The Buyer shall not discuss any topics with any such Specified Customer and Supplier other than such mutually agreed discussion topics without the Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, neither the Company, restrictions on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may customer and supplier contact in this Section 6.2(c) do not provide apply to the Buyer’s contact with customers, suppliers or other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions business relations of the preceding sentence apply. All information obtained by Parent Buyer or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject any of its Affiliates relating solely to the terms of, the Confidentiality Agreement dated as conduct of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)Buyer’s business.

Access to Information. From the date of this Agreement until the Effective Time, to the extent permitted by applicable law, the a. Parent Company and Parent will, the Buyer and their authorized representatives shall have full access during normal business hours to all properties, books, records, contracts, and upon reasonable requestdocuments of each Seller, (a) give and each Seller shall furnish or cause to be furnished to Parent Company and the other party Buyer and its counsel, financial advisors, auditors and other their authorized representatives reasonable access all information with respect to their affairs and business as Parent Company or the offices, properties, books and records of such party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Buyer may reasonably request. Parent Company and the Buyer shall hold, and shall cause its representatives to hold confidential, all such information and documents, other than information that (ci) instruct is in the public domain at the time of its employees, counsel and financial advisors disclosure to reasonably cooperate Parent Company or the Buyer; (ii) becomes part of the public domain after disclosure through no fault of Parent Company or the Buyer; (iii) is known to Parent Company or the Buyer or any of their officers or directors prior to disclosure; or (iv) is disclosed in accordance with the written consent of Seller. In the event this Agreement is terminated prior to closing, Parent Company and the Buyer shall, upon the written request of any Seller, promptly return all copies of all documentation and information provided by such Seller hereunder. ▇. ▇▇▇▇▇▇▇ and their authorized representatives shall have full access during normal business hours to all properties, books, records, contracts, and documents of Parent Company and the Buyer, and Parent Company and the Buyer shall furnish or cause to be furnished to Sellers and their authorized representatives all information with respect to their affairs and business as Sellers may reasonably request. Each Seller shall hold, and shall cause their representatives to hold confidential, all such information and documents, other party than information that (i) is in the public domain at the time of its investigation disclosure to such Seller; (ii) becomes part of the business public domain after disclosure through no fault of such Seller; (iii) is known to such Seller or any of its partners or managers prior to disclosure; or (iv) is disclosed in accordance with the written consent of Parent Company or Parentthe Buyer, as applicable. In the case may be; event this Agreement is terminated prior to closing, each Seller shall, upon the written request of Parent Company or the Buyer, promptly return all copies of all documentation and information provided that such investigation shall not unreasonably disrupt by Parent Company or the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party Buyer hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither each of the CompanySellers shall prohibit its authorized representatives from disclosing any material nonpublic information received either prior to, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilegeas of, or which it is required to keep confidential by reason from the date of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”).

Access to Information. From (a) Upon reasonable notice and subject to applicable Laws relating to the exchange of information, each of Parent and Seller shall, and shall cause each of its Affiliates (including the Bank) to, afford 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 Affiliates' (including the Bank) properties, books, contracts, commitments, records, Tax Records, officers, employees, accountants, counsel and other Representatives, in each case to the extent related to the Bank or its business and in a manner not unreasonably disruptive to the 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 may reasonably request. Neither Parent, Seller nor any of their Affiliates shall be required to provide access to or to disclose information where such access or disclosure would violate the rights of its customers, jeopardize any attorney-client or work product privilege or contravene any Law, rule, regulation, Judgment or fiduciary duty existing prior to the date of this Agreement until the Effective Time, to the extent permitted by applicable law, the Company and Parent will, during normal business hours and upon reasonable request, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party or binding agreement listed in its investigation Section 6.2 of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Seller Disclosure Schedules (subject to the terms of this Section 7.3)Schedule. Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to The parties hereto will make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. . (b) All information obtained by Parent or the Company furnished to Buyer pursuant to this Section 7.3 6.2(a) shall be kept confidential subject to, and Buyer shall 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 acknowledge and agree that) from and after the Closing, all information relating to the Bank or 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 otherwise not be subject to the terms of, of the Confidentiality Agreement dated as Agreement. (c) No investigation by any of October 1the parties or their respective Representatives shall affect the representations, 2023 between Parent and warranties, covenants or agreements of the Company (the “Confidentiality Agreement”)other set forth herein.

Access to Information. From the date hereof until the Closing, Seller shall, and shall cause the Company to: (a) afford Buyer and its 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 Company and to inspect all of the Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Seller and the Company to cooperate with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted under the supervision of Seller’s personnel and in such a manner as not to interfere in any material respect with the normal operations of the Company. Notwithstanding anything to the contrary in this Agreement, neither Seller nor the Company shall be required to disclose any information to Buyer if such disclosure would, in Seller’s sole discretion: (x) cause significant competitive harm to Seller, the Company and their respective businesses if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client, attorney work product, or other privilege; or (z) contravene any applicable Law, fiduciary duty or binding agreement (including agreements with third parties) entered into prior to the date of this Agreement until (it being agreed that the Effective Timeparties 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). Prior to the extent permitted by applicable lawClosing, 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 and Parent willBuyer shall have no right to perform invasive or subsurface investigations of the Real Property. Buyer shall, during normal business hours and upon reasonable requestshall cause its Representatives to, (a) give abide by the other party 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 its Seller shall hold, and shall cause their respective officers, employees, accountants, counsel, financial advisors, auditors advisors and other authorized representatives reasonable access Representatives to the officeshold, propertiesall information received, books and records of such party and its Subsidiariesdirectly or indirectly, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of from the Company or Parentits Representatives in confidence in accordance with the Confidentiality Agreement, as the case may be; provided that such investigation which Confidentiality Agreement shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood remain in full force and agreed that effect in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunderaccordance with its terms; provided, furtherhowever, that the Company shall perform the actions any use restrictions or other similar limitations set forth on Section 7.3 therein shall be inapplicable with respect to any of the Company Disclosure Schedules (subject to the terms transactions contemplated by this Agreement or any proposal, negotiations or actions by or on behalf of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant Buyer related to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”).transactions contemplated hereby

Access to Information. From Prior to the date of this Agreement until the Effective TimeClosing, Purchaser shall be entitled, through its officers, employees and representatives (including its legal advisors and accountants), to make such investigation of the extent permitted by applicable law, the Company and Parent will, during normal business hours and upon reasonable request, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, businesses and operations of the Companies and such examination of the books and records of the Companies as it reasonably requests and to make extracts and copies of such party 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. The Selling Stockholder shall cause its respective officers, employees, consultants, agents, accountants, attorneys and other representatives and the Companies to cooperate with Purchaser and Purchaser’s representatives in connection with such investigation and examination, and Purchaser and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably shall cooperate with the other party in its investigation of Selling Stockholder, the Companies and their representatives and shall use their reasonable efforts to minimize any disruption to the business of the Company or Parent, as the case may be; provided that Companies in connection with such investigation and examination. Notwithstanding anything herein to the contrary, no such investigation or examination shall be permitted to the extent that Selling Stockholder or the Companies determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of an attorney-client privilege, or expose the Companies to risk of liability for disclosure of sensitive or personal information. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Selling Stockholder, which may be withheld for any reason, (i) Purchaser shall not unreasonably disrupt contact any suppliers to, or customers of, the Company’s Selling Stockholder or Parent’s operations the Companies, and (it being understood and agreed that in ii) Purchaser shall have no event shall any right to perform invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent investigations of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation properties or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 facilities of the Company Disclosure Schedules Companies. All information provided to Purchaser and its Affiliates and Representatives pursuant to this Agreement (including pursuant to Section 7.4) shall be considered confidential and be subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”).

Access to Information. From (a) The Sellers shall, and shall cause the date of this Agreement until Companies and the Effective TimeSubsidiary to, afford to the Purchasers reasonable access, upon reasonable notice during normal business hours during the period prior to the Closing, to all the extent permitted by applicable lawproperties, books, Contracts, Tax Returns, employees and records of the Companies and the Subsidiary, and, during such period shall furnish promptly to the Purchasers, at the Purchasers’ expense, any information concerning the Companies and the Subsidiary as the Purchasers may reasonably request; provided, however, that such access does not unreasonably disrupt the normal operations of the Companies or the Subsidiary and shall not include any sampling of environmental media, including soil, surface water, groundwater, indoor air or ambient air. The Company Representatives do not make any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 5.02. (b) From and after the Closing, the Company Purchasers shall, and Parent willshall cause the Companies and the Subsidiary to, provide the Sellers with reasonable access (for the purpose of examining and copying), during normal business hours hours, and upon reasonable requestadvance notice, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party the Companies and its Subsidiaries, (b) furnish the Subsidiary with respect to periods or occurrences prior to the other party Closing Date and its counselreasonable access, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably requestduring normal business hours, and (c) instruct its employees, counsel and financial advisors upon reasonable advance notice to reasonably cooperate with the other party in its investigation employees of the business Purchasers, the Companies and the Subsidiary for purposes of better understanding such prior period occurrence. Unless otherwise consented to in writing by the Company or ParentSellers, as the case may be; provided that such investigation which consent shall not be unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoingwithheld, neither the CompanyPurchasers, on the one handCompanies nor the Subsidiary shall, nor Parentfor a period of seven (7) years following the Closing Date, on destroy, alter or otherwise dispose of any of the other hand, shall be required to provide material books and records of any information which it reasonably believes it may not provide Company or the Subsidiary for any period prior to the other by reason of Closing Date without first offering to surrender to the Seller such material books and records or any applicable lawportion thereof that the Purchasers, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent Companies or the Company pursuant Subsidiary may intend to this Section 7.3 shall be kept confidential in accordance withdestroy, and shall otherwise be subject to the terms alter or dispose of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”).

Access to Information. (a) From the date hereof until the Closing Date or earlier termination of this Agreement until the Effective TimeAgreement, to the extent permitted by applicable law, Sellers and the Company and Parent will, and will cause BCGS to, provide Buyer and its Representatives with reasonable access during normal business hours and upon reasonable request, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the officesoperations of the Company and BCGS and management personnel, properties, and such books and records of such party and its Subsidiaries, (b) furnish pertaining to the other party Company, BCGS and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information the Company Business as such Persons Buyer may reasonably requestrequest in advance; provided, however, that Buyer agrees that (i) such access will give due regard to minimizing interference with the operations, activities and Employees, and (cii) instruct such access and disclosure will not be provided if it would jeopardize any attorney-client or other privilege. Prior to the Closing, Buyer and its employees, counsel Representatives will contact and financial advisors to reasonably cooperate communicate with the Employees, suppliers and other party in its investigation of the business relations of the Company or Parent, as and BCGS in connection with the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without transactions contemplated hereby only with the prior written consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, furtherhowever, that the Company shall perform have the actions set forth on Section 7.3 right to have a Representative present during any such contact in the event that it consents to such contact. From the date hereof until the Closing Date or earlier termination of this Agreement, subject to any applicable confidentiality requirement, Seller Parties shall and shall cause Company and BCGS to provide full access to Buyer and its Representatives of Seller Parties’ and BCGS’s communications with any Governmental Authority or Person with respect to any Action relating to the Company Disclosure Schedules or BCGS and shall provide access for Buyer and its Representatives to directly communicate with such Governmental Authority or Person if permitted. (subject to b) From the terms of this Section 7.3). Notwithstanding date hereof until the foregoingClosing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant shall deliver to this Section 7.3 shall be kept confidential in accordance withBuyer reasonably promptly, and shall otherwise be subject to in any case within two (2) Business Days, following the terms ofpreparation thereof, the Confidentiality Agreement dated as of October 1, 2023 between Parent all quarterly and annual financial statements for the Company and BCGS, in each case together with the exhibits and schedules thereto. Such financial statements shall (the “Confidentiality Agreement”).A) be based on -46- 40733748.21

Access to Information. From the date of this Agreement hereof until the Effective Time, to the extent permitted by applicable lawClosing, the Seller shall, and shall cause the Company and Parent will, during normal business hours and upon reasonable request, to: (a) give afford the other party Buyer and its counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access to and the officesright to inspect all of the properties, propertiesassets, premises, books and records of records, contracts, agreements and other documents and data related to the Company (including such party access and its Subsidiariesright to inspection as is necessary under, and with respect to, the R&W Insurance Policy); (b) furnish the Buyer and its Representatives with such financial, operating and other data and information related to the other party Company as the Buyer or any of its Representatives may reasonably request (including such date and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably requestis reasonable and necessary under, and with respect to, the R&W Insurance Policy); and (c) instruct its employees, counsel the Representatives of the Seller and financial advisors the Company to reasonably cooperate with the other party Buyer in its investigation of the business of the Company or ParentCompany; provided, as the case may be; provided however, that any such investigation shall not unreasonably disrupt be conducted during normal business hours upon reasonable advance notice to the Seller, under the supervision of the Company’s or Parent’s personnel and in such a manner as not to interfere with the normal operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, . All requests by the Buyer for access pursuant to this Section 6.2 shall be submitted or directed exclusively to ▇▇▇▇▇ or such consent other individuals as the Seller may designate in writing from time to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject time. Notwithstanding anything to the terms of contrary in this Section 7.3). Notwithstanding the foregoingAgreement, neither the Company, on Seller nor the one hand, nor Parent, on the other hand, Company shall be required to provide disclose any information which it reasonably believes it may not provide to the Buyer if such disclosure would, in the Seller’s sole discretion: (v) cause significant competitive harm to the Company and/or the Business if the transactions contemplated by this Agreement are not consummated; (w) jeopardize any attorney-client or other by reason privilege; (x) violate a contract or obligation of confidentiality owing to a third party; (y) expose the Company to a material risk of liability for disclosure of sensitive or personal information; or (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Prior to the Closing, without the prior written consent of the Seller, which may be withheld for any reason, the Buyer shall not contact any suppliers to, or customers of, the Company and the Buyer shall have no right to perform invasive or subsurface investigations of any applicable lawReal Property. The Buyer shall, which constitutes information protected and shall cause its Representatives to, abide by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions terms of the preceding sentence apply. All Confidentiality Agreement with respect to any access or information obtained by Parent or the Company provided pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)6.2.

Access to Information. From the date of this Agreement hereof until the Effective TimeClosing, to the extent permitted by applicable lawSeller shall, and shall cause each member of the Company and Parent will, during normal business hours and upon reasonable request, Group to: (a) give the other party afford Buyer and its counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access to and the officesright to inspect all of the Real Property, properties, assets, premises, books and records records, Contracts and other documents and data related to such member of such party and its Subsidiaries, the Company Group; (b) furnish to the other party Buyer and its counselRepresentatives with such financial, financial advisors, auditors operating and other authorized representatives such financial and operating data and other information related to such member of the Company Group as such Persons Buyer or any of its Representatives may reasonably request, ; and (c) instruct its employees, counsel the Representatives of Seller and financial advisors such member of the Company Group to reasonably cooperate with the other party Buyer in its investigation of the Company Group; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the applicable member of the Company or ParentGroup. Further, as the case may be; provided that such investigation Buyer and its Representatives shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall conduct any invasive or subsurface investigation or testing of any environmental media be conducted soil, groundwater, building materials, equipment or other component of the environment or the assets without the prior written consent of Seller and subject to such conditions as Seller may reasonably require in its sole discretion. Notwithstanding anything to the Companycontrary in this Agreement, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect neither Seller nor any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 member of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, Group shall be required to provide disclose any information which it reasonably believes it may to Buyer if such disclosure would, in Seller’s reasonable discretion: (w) cause significant competitive harm to Seller, any member of the Company Group and their respective businesses if the transactions contemplated by this Agreement are not provide consummated; (x) 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 (z) contravene any applicable Law, fiduciary duty or binding Contract entered into prior to the other by reason date of this Agreement. Prior to the Closing, Buyer shall not contact any applicable law, which constitutes information protected by attorney/client privilegesuppliers to, or which it is required customers of, any member of the Company Group except jointly with and in coordination with Seller, each such party acting reasonably; provided, that nothing in this Section 5.02 shall limit the ability of Buyer to keep confidential by reason of contract contact or agreement communicate with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject foregoing Persons to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”).extent 36

Access to Information. From the date of this Agreement until the Effective Timefinal Closing (such Closing, the “Final Closing” and the date of the Final Closing, the “Final Closing Date”), subject to the extent permitted by requirements and limitations of applicable lawLaw (including Antitrust Laws) and Orders, the Company Sellers will (and Parent willwill cause their Affiliates to) allow the Purchaser and its Representatives, during normal business hours and, subject to Section 5.8, its Financing Sources and their Representatives, in accordance with the procedures to be agreed upon by the parties, access through and under the supervision of an Authorized Seller Representative and upon reasonable request, notice and during normal working hours to (a) give such materials and information about the other party 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 its counselbilling of Customers, financial advisors(b) the properties, auditors and other authorized representatives reasonable access to the officesassets, propertiesContracts, invoices, books and records of such party and its Subsidiariesother documents, (b) furnish data and information relating to the other party and 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 counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Representatives may reasonably request, require in connection with any audit of deferred revenue) and (c) instruct its employeesspecified members of management, counsel senior employees and financial advisors to reasonably cooperate with the other party in its investigation key functional leads of the business of the Company or Parent, Business as the case Purchaser may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations reasonably request (it being understood including in connection with its integration planning processes) and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, to which EMC consents (such consent not to be within the Company’s reasonable discretion); and providedunreasonably withheld, further, that no such investigation shall affect any representation conditioned or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3delayed). Notwithstanding the foregoing, neither the CompanyPurchaser acknowledges and agrees that it will not, on and will cause its Affiliates to not, prior to the one handInitial Closing, nor Parentwith respect to the Contemplated Transactions, on contact or otherwise communicate with, either orally or in writing, any distributor, partner, customer or supplier of the 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 suppliers 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 handbusinesses 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 information which it applicable Laws or Orders; provided that if reasonably believes it may not provide 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 other by reason of any applicable law, which constitutes foregoing. No information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information knowledge obtained by Parent or the Company Purchaser pursuant to this Section 7.3 5.2 shall (i) affect or be kept confidential in accordance withdeemed to affect or modify any representation, and shall otherwise be subject warranty, covenant or agreement contained herein, the conditions to the terms ofobligations 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 Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Sellers in this Agreement”).

Access to Information. From The Selling Stockholders shall cause the date of this Agreement until the Effective Time, Companies to afford to the extent permitted by applicable lawofficers, employees and authorized representatives of the Company Buyers (including independent public accountants and Parent will, attorneys) reasonable access during normal business hours and hours, upon reasonable requestadvance notice, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books employees and business and financial records (including computer files, retrieval programs and similar documentation) of such party the Companies to the extent the Buyers shall reasonably deem necessary and its Subsidiaries, (b) shall furnish to the other party and its counsel, financial advisors, auditors and other Buyers or their authorized representatives such financial and operating additional information concerning the Companies as shall be reasonably requested; provided, however, that (i) the Companies shall not be required to violate any obligation of confidentiality to which the Companies are subject or to waive any privilege which they may possess in discharging their obligations pursuant to this Section 7.1; (ii) the Companies shall not be required to furnish or otherwise make available to the Buyers customer-specific data and other or competitively sensitive information as such Persons may reasonably request, relating to areas of their business in which the Buyers or their Affiliates compete against the Companies; and (ciii) instruct its employeesthe Buyers shall not, counsel and financial advisors without the prior written consent of the Selling Stockholders, contact or communicate with any vendor, customer, employee or other business partner of any of the Companies with respect to reasonably cooperate or in connection with the other party in its investigation of the business of the Company or Parent, as the case may be; provided transactions contemplated hereby. The Buyers agree that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without in such a manner as not to interfere unreasonably with the prior consent operations of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3)Companies. Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions obligations of the preceding sentence apply. All information obtained by Parent or the Company Selling Stockholders pursuant to this Section 7.3 7.1 shall be kept confidential in accordance with, and shall otherwise be subject to the terms ofright of the Selling Stockholders to determine, in their discretion, the Confidentiality Agreement dated as appropriate timing of October 1the disclosure of information they deem proprietary commercial information or privileged information. Prior to the Closing Date, 2023 between Parent the parties shall act at all times in accordance with the terms and provisions of the Company (the “Confidentiality Agreement”).

Access to Information. From the date of this Agreement until the Effective Time, to the extent permitted by applicable lawClosing, the Company Seller shall: (a) provide to Buyer and Parent will, its Representatives reasonable access during normal business hours and in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company, upon reasonable request, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access prior written notice to the officesCompany, to the management level employees, properties, offices and other facilities of the Company and to the books and records of such party thereof; and its Subsidiaries, (b) furnish to promptly such information concerning the other party Business, properties, Contracts, assets and liabilities of the Company as Buyer or its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Representatives may reasonably request; provided, and however, that the Seller shall not be required to (cor to cause the Company to) instruct its employees, counsel and financial advisors afford such access or furnish such information to reasonably cooperate with the other party extent that the Seller believes in its investigation good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the business Seller or any member of the Company with respect to confidentiality to any third party or Parentotherwise breach, as contravene or violate any then effective Contract to which the case may beSeller or any member of the Company is party; (iii) result in a competitor of the Seller or the Company (excluding Buyer or its Affiliates) receiving information that is competitively sensitive; or (iv) breach, contravene or violate any applicable Law (including any Antitrust Law) (provided that the Company shall use commercially reasonable efforts to allow for such investigation access or disclosure in a manner that does not result in the events set out in clauses (i) through (iv)); and provided further that, for clarity, Buyer shall not unreasonably disrupt be entitled to access to or to otherwise contact employees of the Company other than management level employees absent the Seller’s prior approval, and in respect of any access to management level employees, only where the Seller and/or its Representatives (including, if so designated, other officers of the Company’s ) are otherwise present. Buyer shall, and shall cause each of its Subsidiaries and its and their respective Representatives, to hold all information provided or Parent’s operations (it being understood and agreed that furnished pursuant to this Section 6.02 confidential in no event shall accordance with the terms of the Confidentiality Agreement. During any invasive visit to the business or subsurface investigation or testing of any environmental media be conducted without the prior consent property sites of the Company, Buyer shall, and shall cause its Representatives accessing such consent to be within properties to, comply with all applicable Laws and all of the Seller’s and the Company’s reasonable discretion); safety and providedsecurity procedures. Notwithstanding anything to the contrary in this Agreement, furtherfrom the date of this Agreement to the Closing, that no such neither Buyer nor any of its Affiliates or Representatives shall, without the Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed, conduct any environmental investigation at the Real Property involving any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with the Real Property. No investigation under this Section 6.02 or otherwise shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject representations, warranties, covenants or agreements of the Seller or any condition to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions obligations of the preceding sentence applyparties hereto under this Agreement. All information obtained For a period of seven years following the Closing Date (or longer if required by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance withapplicable Law), Buyer shall, and shall otherwise be subject cause the Company to preserve and keep the records held by them relating to the terms ofBusiness and shall make such records (or copies) and reasonably appropriate personnel available, at reasonable times and upon reasonable advance notice, to the Confidentiality Agreement dated Seller, their Affiliates and their Representatives as may be reasonably requested in writing by such person in connection with any audit, accounting, tax, litigation, investigation or other similar need to the extent related to or in connection with the Seller’s prior ownership of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)Company.

Access to Information. From the date of this Agreement hereof until the Effective TimeClosing, to Seller shall, and shall cause each of the extent permitted by applicable law, the Company and Parent will, during normal business hours and upon reasonable request, Subsidiary LLCs to: (a) give the other party afford Buyer and its counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access to and the officesright to inspect all of the Real Property, properties, assets, premises, books and records records, contracts, agreements and other documents and data related to each of such party and its Subsidiaries, the Subsidiary LLCs; (b) furnish to the other party Buyer and its counselRepresentatives with such financial, financial advisors, auditors operating and other authorized representatives such financial and operating data and other information related to each of the Subsidiary LLCs as such Persons Buyer or any of its Representatives may reasonably request, ; and (c) instruct its employees, counsel the Representatives of Seller and financial advisors each of the Subsidiary LLCs to reasonably cooperate with the other party Buyer in its investigation of the business any of the Company or ParentSubsidiary LLCs; provided, as the case may be; provided however, that any such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without during normal business hours upon reasonable advance notice to Seller, under the prior consent supervision of Seller's personnel and in such a manner as not to interfere with the normal operations of the CompanySubsidiary LLCs. All requests by Buyer for access pursuant to this Section 5.02 shall be submitted or directed exclusively to ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, CEO of Seller, or such consent other individuals as Seller may designate in writing from time to be within time. Notwithstanding anything to the Company’s reasonable discretion); and providedcontrary in this Agreement, further, that no such investigation shall affect neither Seller nor any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, Subsidiary LLCs shall be required to provide disclose any information which it reasonably believes it may to Buyer if such disclosure would, in Seller's sole discretion: (w) cause significant competitive harm to Seller, any of the Subsidiary LLCs and their respective businesses if the transactions contemplated by this Agreement are not provide consummated; (x) jeopardize any attorney-client or other privilege; (y) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the other date of this Agreement; or (z) reveal bids received from third parties in connection with transactions similar to those contemplated by reason this Agreement and any information and analysis (including financial analysis) relating to such bids. Prior to the Closing, without the prior written consent of any applicable lawSeller, which constitutes information protected by attorney/client privilegemay be withheld for any reason, Buyer shall not contact any suppliers to, or which it is required to keep confidential by reason of contract or agreement with customers of, any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applySubsidiary LLCs and Buyer shall have no right to perform invasive or subsurface investigations of the Real Property. All Buyer shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information obtained by Parent or the Company provided pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)5.02.

Access to Information. From the date of this Agreement hereof until the Effective TimeClosing, to the extent permitted by applicable lawSeller shall, the Company and Parent will, during normal business hours and upon reasonable request, shall cause its Subsidiaries to: (a) give the other party provide Buyer and its counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access to and reasonable rights to inspect all of the offices, properties, books assets, documents and records of such party and its Subsidiaries, data related to the Purchased Assets; (b) furnish Buyer and its Representatives with copies of all books, records and documents and such other data and information related to the other party and Purchased Assets as Buyer or any of its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Representatives may reasonably request, ; and (c) instruct the Representatives of Seller and its employees, counsel and financial advisors Subsidiaries to reasonably cooperate with the other party Buyer in its investigation of the business of the Company or ParentPurchased Assets; provided, as the case may be; provided however, that any such investigation shall not unreasonably disrupt be conducted during normal business hours upon reasonable advance notice to Seller, under the Companysupervision of Seller’s or Parent’s operations (it being understood its Subsidiaries’ personnel or their respective Representatives and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without such a manner as not to interfere with the prior consent conduct of the Company, businesses of Seller. All requests by Buyer for access pursuant to this Section 6.01 shall be submitted or directed exclusively to ▇▇▇▇▇▇▇▇▇ LLC or such consent other individuals as Seller may designate in writing from time to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject time. Notwithstanding anything to the terms of contrary in this Section 7.3). Notwithstanding the foregoingAgreement, neither the Company, on the one hand, Seller nor Parent, on the other hand, its Subsidiaries shall be required to provide disclose any information which it reasonably believes it may not provide to Buyer if such disclosure could, in Seller’s reasonable discretion: (x) cause significant competitive harm to Seller and its businesses; (y) jeopardize any attorney-client or other privilege available to Seller or its Affiliates; or (z) violate any applicable Law, fiduciary duty or binding agreement entered into prior to the other by reason date of this Agreement. Prior to the Closing, without the prior written consent of Seller, not to be unreasonably withheld or delayed, Buyer shall not contact any applicable lawequity holder of, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions member of the preceding sentence applyboards of directors of, employees of, agents of, suppliers to or customers of, Seller or its Subsidiaries. All Buyer shall, and shall cause its Representatives to, abide by the terms of the Mutual Confidentiality Agreement with respect to any access or information obtained by Parent or the Company provided pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)6.01.

Access to Information. From Between the date of this Agreement until and the Effective Timeearlier of the Closing or the termination of this Agreement, to the extent permitted by applicable lawupon reasonable notice, the Company and Parent will, during normal business hours and upon reasonable request, shall (a) give the other party Purchaser and its counselofficers, financial advisorsappropriate employees, auditors accountants, and counsel full access, upon reasonable prior notice during normal business hours, to all buildings, offices, and other authorized representatives reasonable access facilities and to all Books and Records of the officesCompany, properties, books and records whether located on the premises of such party and its Subsidiaries, the Company or at another location; (b) furnish to the other party Purchaser such financial, operating, technical and its counsel, financial advisors, auditors and other authorized representatives such financial and operating product data and other information with respect to the business and Assets and Properties of the Company as such Persons Purchaser from time to time may reasonably request, including financial statements and schedules; (c) instruct its employeessubject to Purchaser and the Company agreeing to the topic and notice of any interviews, counsel allow Purchaser the opportunity to interview such customers, suppliers, prime contractors (when the Company is a subcontractor on a Contract), employees and financial advisors to reasonably cooperate with the other party in its investigation of the business personnel and Affiliates of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt with the Company’s prior written consent, which consent shall not be unreasonably withheld or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion)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, furtherhowever, that no such investigation made prior to the date of this Agreement or made pursuant to this Section 6.1 shall affect or be deemed to modify any representation or warranty given made by either party hereunder; provided, further, that the Company shall perform herein. Subject to Section 6.3 and the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject agreements referenced therein, materials furnished to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company Purchaser pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise 6.1 will be subject to the terms ofprovisions of Section 6.3, may be used by Purchaser for strategic and integration planning purposes relating to accomplishing the Confidentiality Agreement dated as transactions contemplated hereby and will not be used for any purpose unrelated to the consummation of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)transactions contemplated hereunder.

Access to Information. (a) From the date of this Agreement hereof until the Effective TimeClosing Date, to the extent permitted by applicable lawupon reasonable advance notice, the Company shall, and Parent willshall cause each Subsidiary and each of their respective Representatives (as hereinafter defined) to, (i) afford the Representatives of the Buyer and Acquisition Sub reasonable access, during normal business hours and upon reasonable requesthours, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party the Acquired Companies and its Subsidiariesto those Representatives of the Acquired Companies who have material, relevant knowledge pertaining to the Properties or the Acquired Companies or the Affiliated Property Owners including, without limitation, access to enter upon and perform the physical and environmental inspections on the Properties contemplated by Section 2.10 hereof, (bii) provide any addition financial statements that may be required by the Buyer or its Affiliates to comply with the reporting requirements of the SEC under Regulations S-K and S-X, and cause its independent public accountants to cooperate in providing an opinion with respect to the Financial Statements and any additional audited financial statements the Buyer may require for such purposes, and (iii) furnish to the other party Representatives of the Buyer and its counsel, financial advisors, auditors and other authorized representatives Acquisition Sub such additional financial and operating data (which data shall include, subject to clause (D) of the proviso below, monthly financial statements prepared in accordance with GAAP on the same basis as the Financial Statements and such other financial and operating data as is provided to the Company's management on a monthly basis) and such other information regarding the Acquired Companies as such Persons the Buyer or Acquisition Sub may from time to time reasonably request; provided, however, that (A) such investigation shall not unreasonably interfere with any of the businesses or operations of the Acquired Companies or the Affiliated Property Owners, (B) the Buyer and Acquisition Sub shall not, prior to the Closing Date, have any contact whatsoever with respect to the Acquired Companies or the Affiliated Property Owners or with respect to the transactions contemplated by this Agreement with any partner, lender, ground lessor, tenant (included ground lessees), vendor or supplier of the Acquired Companies, except in consultation with the Company and then only with the express prior approval of the Company, which shall not be unreasonably withheld, (C) all requests by the Buyer and Acquisition Sub for access or information pursuant to this Section 5.2(a) shall be submitted or directed exclusively to an individual or individuals to be designated by the Company, and (cD) instruct its employeesthe Company shall not be required to deliver periodic financial information other than consistent with past practice, counsel which, in the case of any Property, consists of monthly financial statements and, in the case of any Affiliated Property Owner, consists of quarterly financial statements. The Buyer and financial advisors Acquisition Sub shall not be permitted to reasonably cooperate with conduct any invasive tests on any Property without the other party in its investigation Company's prior written consent, which shall not be unreasonably withheld. Each of the business Buyer and Acquisition Sub agrees to indemnify the Acquired Companies and the Affiliated Property Owners from and against any and all Losses suffered by the Acquired Companies and the Affiliated Property Owners as a result of any physical or environmental damage or injury to persons caused by the Buyer and Acquisition Sub during the conduct of the investigations and inspections contemplated hereby (it being understood that such indemnity shall not apply to discovery by the Buyer or Acquisition Sub of any existing matters if the discovery thereof imposes liability the Company or Parentany other indemnified party). (b) In order to facilitate the resolution of any claims made by or against or incurred by the Partners after the Closing in respect of their ownership of the Acquired Companies or for any other reasonable purpose, for a period of seven (7) years following the Closing, the Buyer and Acquisition Sub shall, and shall cause the Acquired Companies and the Affiliated Property Owners to, (i) retain the books and records of the Buyer, Acquisition Sub, the Acquired Companies or the Affiliated Property Owners, as the case may be; provided that such investigation , and their operations for periods prior to the Closing and which shall not unreasonably disrupt otherwise have been retained by the Company’s or Parent’s operations Partners and (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing ii) upon reasonable notice, afford the Representatives of any environmental media be conducted without Partner reasonable access (including the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts right to make photocopies, at the expense of such Partner), during normal business hours, following reasonable notice thereof, to such books and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)records.

Access to Information. (a) From the date of this Agreement hereof until the Effective TimeClosing, to the extent permitted by applicable lawSeller shall, and shall cause each of the Company and Parent will, during normal business hours and upon reasonable request, the Company’s Subsidiaries to: (a) give the other party afford Buyer and its counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access to and the officesright to inspect all of the Real Property, properties, assets, premises, books and records of such party records, contracts, agreements and its 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 and the Company’s Subsidiaries, ; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the other party Company and the Company’s Subsidiaries as Buyer or any of its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Representatives may reasonably request, ; and (c) instruct its employeesthe Representatives of Seller, counsel the Company, and financial advisors the Company’s Subsidiaries to reasonably cooperate with the other party Buyer in its investigation of the Company and the Company’s Subsidiaries; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner as not to materially interfere with the normal operations of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt and the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunderSubsidiaries; provided, further, that for purposes of this sentence, Buyer’s Representatives shall include the Company Debt Financing Sources and their Representatives. All requests by Buyer for access pursuant to this Section 5.02 shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject be submitted or directed exclusively to such individuals as Seller may designate in writing from time to time. Notwithstanding anything to the terms of contrary in this Section 7.3). Notwithstanding the foregoingAgreement, neither Seller, the Company, on nor the one hand, nor Parent, on the other hand, Company’s Subsidiaries shall be required to provide disclose any information which it reasonably believes it may to Buyer if such disclosure would: (x) cause material competitive harm to Seller, the Company, the Company’s Subsidiaries, and their respective businesses if the transactions contemplated by this Agreement are not provide consummated; (y) jeopardize any attorney-client or other legal privilege; or (z) contravene any applicable Law. Prior to the other by reason Closing, without the prior written consent of Seller, not to be unreasonably withheld, conditioned or delayed, Buyer shall not contact any applicable law, which constitutes information protected by attorney/client privilegesuppliers to, or which it is required customers of, the Company or the Company’s Subsidiaries. Prior to keep confidential by reason of contract Closing, Buyer shall have no right to perform invasive or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions subsurface investigations of the preceding sentence applyReal Property without the prior written consent of Seller. All Buyer shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information obtained by Parent or the Company provided pursuant to this Section 7.3 shall 5.02. (b) As soon as practicable following the date of this Agreement (but in any event on or before August 31, 2015, or, if earlier, within 2 Business Days following receipt by the Company), Seller will furnish or cause to be kept confidential in accordance with, and shall otherwise be subject furnished to Buyer a copy of the terms of, Company’s audited combined financial statements consisting of the Confidentiality Agreement dated balance sheet of the Company as of October 1April 25, 2023 between Parent 2015 and the Company related combined statements of income, net parent investment and cash flows for the year then ended (the “Confidentiality Agreement2015 Audited Financial Statements”).

Access to Information. From Subject to applicable Law and any applicable Judgment, between the date of this Agreement until and the Effective Timeearlier of the Closing and the termination of this Agreement pursuant to Section 7.01, upon reasonable notice, Seller shall, and shall cause its Affiliates (including any Designated Seller Subsidiary) and each other Business Group Member to, afford to the extent permitted by applicable law, the Company Purchaser and Parent will, Purchaser’s Representatives reasonable access during normal business hours to the Business Group’s officers, employees, agents, properties, books, Contracts and upon records (other than any of the foregoing that relate to the negotiation and execution of this Agreement) and Seller shall, and shall cause its Affiliates (including any Designated Seller Subsidiary) and each other Business Group Member to, furnish promptly to Purchaser and Purchaser’s Representatives such information concerning the Business, Business Group Members and the Transactions contemplated hereby as Purchaser may reasonably request (other than any information that Seller determines in its reasonable requestjudgment relates to the negotiation and execution of this Agreement), in each case, in connection with the consummation of the transactions contemplated by this Agreement (including for integration planning); provided that Purchaser and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the Business; provided further, however, that (a) give Seller shall not be obligated to provide such access or information if Seller determines, in its reasonable judgment, that doing so would (upon advice of outside counsel) (i) violate applicable Law, or an applicable Judgment, (ii) jeopardize the protection of an attorney-client privilege, attorney work product protection or other party legal privilege or (iii) expose Seller or any Business Group Member to risk of liability for disclosure of sensitive or Personal Information notwithstanding the existence of and its counselcompliance with any applicable data protection agreements, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party and its Subsidiaries, (b) furnish any physical access may be limited to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party extent Seller determines in its investigation of the business of the Company or Parent, as the case may be; provided good faith that such investigation limitation is necessary in light of COVID-19 or any COVID-19 Measures, including if providing such access would reasonably be expected to jeopardize the health and safety of any employee of any Business Group Member. All requests for information made pursuant to this Section 5.02 shall be directed to the executive officer or other Person designated by Seller. Nothing in this Section 5.02 or elsewhere in this Agreement (in each case, other than as set forth in Section 5.20) shall be construed to require Seller or any of its Representatives to prepare any reports, analyses, appraisals or opinions that are not unreasonably disrupt the Company’s or Parent’s operations readily available (it being understood and agreed that in no event Seller shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall not be required to prepare any financial projections, forecasts or any other prospective or pro forma financial information). Nothing in this Section 5.02 shall require Seller or any of its Representatives to provide any access or information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject extent unrelated to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)Business.

Access to Information. From the date of this Agreement hereof until the Effective TimeClosing, to the extent permitted by applicable law, the Company and Parent will, during normal business hours and upon reasonable request, Seller shall (a) give the other party afford Buyer and its counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access to and the officesright to inspect all of the Real Property, properties, books assets, premises, Books and records of such party Records, Assigned Contracts and its Subsidiaries, other documents and data related to the Business; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the other party and Business as Buyer or any of its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Representatives may reasonably request, ; and (c) instruct its employees, counsel and financial advisors the Representatives of Seller to reasonably cooperate with the other party Buyer in its investigation of the business of the Company or ParentBusiness; provided, as the case may be; provided however, that any such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without during normal business hours upon reasonable advance notice to Seller, under the prior consent supervision of Seller’s personnel and in such a manner as not to interfere with the conduct of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect Business or any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 other businesses of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applySeller. All information obtained requests by Parent or the Company Buyer for access pursuant to this Section 7.3 6.02 shall be kept confidential submitted or directed exclusively to ▇▇▇▇ ▇▇▇▇ (▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇)or such other individuals as Seller may designate in accordance withwriting from time to time. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to Buyer if such disclosure would, in Seller’s reasonable discretion: (w) cause significant competitive harm to Seller and its businesses, including the Business, if the transactions contemplated by this Agreement are not consummated; (x) jeopardize any attorney-client or other privilege; or (y) contravene any applicable Law, fiduciary duty or 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. Prior to the Closing, without the prior written consent of Seller, which such consent shall not be unreasonably withheld, conditioned, or delayed, Buyer shall not contact any suppliers to, or customers of, the Business and Buyer shall have no right to perform invasive, destructive or subsurface investigations of the Real Property or any other environmental sampling (such as indoor air sampling). Buyer shall, and shall otherwise be subject to cause its Representatives to, abide by the terms of, of the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)with respect to any access or information provided pursuant to this Section 6.02.

Access to Information. From Subject to Buyer’s obligations under the date of this Agreement until the Effective TimeConfidentiality Agreement, to the extent permitted by applicable law, Seller and the Company will provide Buyer and Parent willits officers, employees and Representatives (including independent public accountants and attorneys) reasonable access during normal business hours and hours, upon reasonable requestadvance notice, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, propertiesproperties and business and financial records and other documents and data of the Company and shall furnish to Buyer or such Persons such additional information concerning the Business as shall be reasonably requested (including information regarding any services provided to the Company by the Seller or any of the Seller’s Affiliates or vice versa); provided, books however, that: (a) neither Seller nor the Company shall be required to (i) violate any obligation of confidentiality, Order or Requirements of Law to which Seller or the Company is subject or to waive any privilege which any of them may possess in discharging its obligations pursuant to this Section 7.1 (provided, that Seller and records the Company shall use commercially reasonable efforts to provide such access in an alternative manner that does not have any of such party the foregoing effects) or (ii) jeopardize the health and its Subsidiaries, safety of any employee of the Company in light of any Contagion Event or Contagion Event Measures; and (b) furnish to without the other party and prior written consent of the Seller, neither Buyer nor any of its counselofficers, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel agents or representatives shall communicate with any employees, customers, suppliers or other business relationships of the Company. Buyer hereby acknowledges and financial advisors agrees that (A) it shall use commercially reasonable efforts to reasonably cooperate conduct any investigation pursuant to this Section 7.1 in such a manner as not to interfere unreasonably with the other party in its investigation of the business operations of the Company or ParentSeller, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s (B) all requests by Buyer for access or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company availability pursuant to this Section 7.3 7.1 shall be kept confidential in accordance with, and shall otherwise be subject submitted or directed to the terms ofSeller and (C) Buyer shall not be permitted to undertake any environmental sampling or other invasive environmental testing without the Seller’s prior written consent, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)which consent shall be granted in Seller’s sole discretion.

Access to Information. From the date Effective Date until the Closing, Seller shall provide Buyer and its Representatives reasonable access to and the right to inspect the properties, assets, premises, Books and Records, Assigned Contracts and other documents and data related to the Business, at Buyer’s expense, during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner as not to interfere with the conduct of the Business or any other businesses of Seller. Buyer shall, and shall cause its Representatives to, comply with all safety and security requirements imposed by Seller. All requests by Buyer for access pursuant to this Section 6.03 shall be submitted or directed exclusively to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or such other individuals as Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to Buyer if such disclosure would, in Seller’s sole discretion: (x) cause significant competitive harm to Seller and its businesses, including the Business, if the transactions contemplated by this Agreement until are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law, fiduciary duty or contractual obligation. Prior to the Effective TimeClosing, without the prior written consent of Seller, which may be withheld for any reason, Buyer shall not directly or indirectly contact or communicate with any officer, director, employee, supplier, customer, subcontractor, partner, financing source, or other business relation of Seller or its Affiliates (except ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ to the extent permitted by applicable lawthis Section 6.03 or the Confidentiality Agreement) regarding the Transactions, the Company and Parent willoperations, prospects or finances of the Business or to seek any information in connection therewith from such Person. Notwithstanding the preceding sentence, during normal business hours the period commencing on the Initial Drop Dead Date and upon reasonable request, ending on the earlier to occur of (a) give the other party termination of this Agreement and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party and its Subsidiaries, (b) furnish 12:01 a.m. PT on the Closing Date (the “Extension Period”), if applicable, and subject to the other party applicable Law, Seller shall provide Buyer and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors Representatives reasonable opportunity to reasonably cooperate consult with the other party in its investigation Business’s management employees regarding operational matters of the business of the Company or Parent, as the case may beBusiness; provided that (A) Buyer must provide advance written notice to Seller of its desire to meet with such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, management employees to discuss such consent to be within the Company’s reasonable discretion)operational matters; and provided(B) Seller shall have an opportunity to have a Representative present at any such meeting. Buyer shall, furtherand shall cause its Representatives to, that no such investigation shall affect any representation or warranty given abide by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required Confidentiality Agreement with respect to provide any access or information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company provided pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)6.03.

Access to Information. From (i) During the date of this Agreement until the Effective Time, to the extent permitted by applicable lawPre-Closing Period, the Company and shall afford Parent will, during normal business hours and upon reasonable request, (a) give the other party and its counselemployees, financial stockholders, directors (and their Affiliates), advisors, auditors and legal counsel or other authorized representatives agents reasonable access to (i) all of the offices, properties, books and records and Contracts of such party and its Subsidiariesthe Company, (bii) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and all other information concerning the business, properties and personnel (subject to restrictions imposed by applicable Law) of the Company as such Persons Parent may reasonably request, and (ciii) instruct all current Employees of the Company as identified by Parent; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the President of the Company, under the supervision of the Company's personnel and in such a manner as not to interfere with the normal operations of the Company. During the Pre-Closing Period, the Company agrees to provide to Parent and its employeesaccountants, counsel and other representatives copies of internal financial advisors statements (including Tax Returns and supporting documentation) promptly upon request. No information or knowledge obtained in any investigation pursuant to reasonably cooperate this Section 7(k)(i) or otherwise shall affect or be deemed to modify, amend or supplement any representation or warranty set forth herein or in the Company Disclosure Schedule or the conditions to the obligations of the parties to consummate the Merger in accordance with the other party terms and provisions hereof, restrict, impair or otherwise affect any Indemnified Parties’ right to indemnification hereunder or otherwise prevent or cure any misrepresentations, breach of warranty or breach of covenant. (ii) Notwithstanding anything to the contrary in its investigation of the business of this Agreement, the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt be required to disclose any information to Parent if such disclosure would, in the Company’s 's sole discretion: (w) cause significant competitive harm to the Company and its businesses if the Transactions are not consummated, (x) jeopardize any attorney-client or Parent’s operations other privilege, (it being understood y) contravene any applicable law, fiduciary duty or binding agreement entered into prior to the date of this Agreement; or (z) reveal proposals received from third parties prior to the date hereof in connection with transactions similar to those contemplated by this Agreement and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted information and analysis (including financial analysis) relating to such proposals. (iii) Prior to the Closing, without the prior written consent of the Company, such consent to which may be within the Company’s reasonable discretion); and providedwithheld for any reason, further, that no such investigation Parent shall affect not contact any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilegesuppliers to, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms customers of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)Company.

Access to Information. (a) From the date of this Agreement hereof until the Effective TimeTime and subject to applicable Law and the terms of any Contract to which any Group Company is a party, to upon reasonable advance notice from the extent permitted by applicable lawParent Parties, the Company shall and shall cause its Subsidiaries to (i) provide to the Parent willParties (and the Parent Parties’ officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources and other representatives, collectively, “Representatives”) reasonable access during normal business hours and upon reasonable requestprior notice, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party and its Subsidiariesany Group Company, (bii) furnish to the other party Parent Parties and their Representatives such information concerning the business, properties, contracts, assets and liabilities of the Group Companies as the Parent Parties may reasonably request in writing, and (iii) instruct its employees, legal counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors Representatives to reasonably cooperate with the other party Parent Parties and their Representatives in its investigation of the business of their investigation; provided, however, that the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt be required to provide access to or disclose any information if , in the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent reasonable judgment of the Company, such consent access or disclosure would (x) jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries, or (y) give a third party the right to terminate or accelerate the rights under a Contract (provided that the Company shall use its reasonable best efforts to cause such information be within provided in a manner that would not result in such jeopardy for right to terminate or accelerate). Notwithstanding the Company’s reasonable discretion); and providedforegoing, further, that no any such investigation shall be conducted in such manner as not to unreasonably interfere with the business or operation of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties. (b) All information obtained by the Parent Parties pursuant to this Section 6.03 shall be kept confidential in accordance with Section 9.11 (Confidentiality). The Parent Parties shall be responsible for any unauthorized disclosure of any such information provided or made available pursuant to this Section 6.03 by its Representatives. (c) No investigation pursuant to this Section 6.03 shall affect any representation or warranty given by either in this Agreement of any party hereunder; provided, further, that hereto or any condition to the Company shall perform the actions set forth on Section 7.3 obligations of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)parties hereto.

Access to Information. From the date hereof until the earlier of the Closing Date or the termination of this Agreement until in accordance with its terms, Sellers shall (and shall cause the Effective Time, to the extent permitted by applicable law, the Company and Parent will, during normal business hours and upon reasonable request, Acquired Companies to) (a) give provide to the other party and Purchaser, its counsel, financial advisors, auditors legal counsel and other authorized representatives Representatives reasonable access to the offices, properties, books properties and records of such party Books and its SubsidiariesRecords, (b) furnish to the other party and Purchaser, its counsel, financial advisors, auditors legal counsel and other authorized representatives Representatives such financial and operating data and other information relating to the Business as such Persons may reasonably request, request and (c) instruct its cause the employees, counsel legal counsel, accountants and financial advisors Representatives of the Acquired Companies to reasonably cooperate with the other party Purchaser in its investigation of the business of the Company or Parent, as the case may beBusiness; provided that such no investigation shall not unreasonably disrupt pursuant to this Section (or any investigation prior to the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation date hereof) shall affect any representation or warranty given by either party hereunder; providedSellers regarding any Acquired Company or any Purchaser Indemnified Party’s right to indemnification under this Agreement for breach thereof and, provided further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company investigation pursuant to this Section 7.3 shall be kept confidential conducted in accordance with, and shall otherwise be subject such manner as not to interfere unreasonably with the conduct of the Business. Prior to the terms ofClosing, Purchaser and its Representatives shall not contact or communicate with the Confidentiality employees, contractors, customers, suppliers, regulators and other business relations of any of the Acquired Companies in connection with the transactions contemplated hereby except (i) in connection with obtaining any Consent required in connection with this Agreement dated as or the transactions contemplated hereby, or (ii) with the prior written consent of October 1, 2023 between Parent and the such Acquired Company (which shall not be unreasonably withheld, conditioned or delayed), provided that the “Confidentiality Agreement”)Acquired Companies shall each have the right to have a Representative present during any such contact in the event that it consents to such contact.

Access to Information. From the date of this Agreement hereof until the Effective TimeClosing, to the extent permitted by applicable law, the Company and Parent will, during normal business hours and upon reasonable request, Seller shall (a) give the other party afford Buyer and its counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access to and the officesright to inspect all of the Real Property, properties, books assets, premises, Books and records of such party Records, Assigned Contracts and its Subsidiaries, other documents and data related to the Business; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the other party and Business as Buyer or any of its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Representatives may reasonably request, ; and (c) instruct its employees, counsel and financial advisors the Representatives of Seller to reasonably cooperate with the other party Buyer in its investigation of the business of the Company or ParentBusiness; provided, as the case may be; provided however, that any such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without during normal business hours upon reasonable advance notice to Seller, under the prior consent supervision of Seller's personnel and in such a manner as not to interfere unreasonably with the conduct of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such Business 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 or warranty given by either party hereunder; providedrepresentation, furtherwarranty, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract covenant or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances given or made by Seller in which the restrictions of the preceding sentence applythis Agreement. All information obtained requests by Parent or the Company Buyer for access pursuant to this Section 7.3 6.02 shall be kept confidential submitted or directed exclusively to ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or such other individuals as Seller may designate in accordance withwriting from time to time. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to Buyer if it is reasonably foreseeable that such disclosure would, in Seller’s reasonable judgment: (x) cause significant competitive harm to Seller and its businesses, including the Business, if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law or binding agreement entered into prior to the date of this Agreement. 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 Business in connection with the transactions contemplated hereby, and Buyer shall not perform invasive or subsurface investigations of the Real Property. Buyer shall, and shall otherwise be subject to cause its Representatives to, abide by the terms of, of the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)with respect to any access or information provided pursuant to this Section 6.02.

Access to Information. From (a) During the period from the date of this Agreement until the Effective Time, to the extent permitted by applicable lawClosing, the Seller shall, and shall cause the Company and Parent will, during normal business hours and upon reasonable request, to: (ai) give afford the other party and its counsel, financial advisors, auditors and other authorized representatives Buyer reasonable access to, and the right to inspect all of, the officesreal property, properties, assets, premises, books and records of such party records, contracts, agreements and its Subsidiaries, other documents and data related to the Company; (bii) furnish the Buyer with such financial, operating and other data and information related to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information Company as such Persons the Buyer may reasonably request, and ; and (ciii) instruct its employees, counsel the representatives of the Seller and financial advisors the Company to reasonably cooperate with the other party Buyer in its investigation of the business of the Company or ParentCompany; provided, as the case may be; provided however, that any such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without during normal business hours upon reasonable advance notice to Seller, under the prior consent supervision of Seller’s personnel and in such a manner as not to interfere with the normal operations of the Company. All requests by the Buyer for access pursuant to this Section 4.4 shall be submitted or directed exclusively to Rodolphe Bouichou or such other individuals as the Seller may designate in writing from time to time. (b) Notwithstanding anything to the contrary in this Agreement, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that neither Seller nor the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide disclose any information which it reasonably believes it may not provide to the Buyer if such disclosure would, in Seller’s sole discretion: (i) cause significant competitive harm to the Seller, the Company or their respective businesses if the transactions contemplated by this Agreement are not consummated; (ii) jeopardize any attorney-client or other by reason of privilege; or (iii) contravene any applicable law, regulation, fiduciary duty or binding agreement entered into prior to the date of this Agreement. (c) Prior to the Closing, without prior written consent of the Seller, which constitutes information protected by attorney/client privilegemay be withheld for any reason, the Buyer shall not contact any suppliers to, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms customers of, the Confidentiality Agreement dated as of October 1Company, 2023 between Parent and the Company (Buyer shall have no right to perform invasive or subsurface investigations of the “Confidentiality Agreement”)real property of the Company.

Access to Information. From The Company shall, and shall cause the date of this Agreement until Subsidiary to, give the Effective TimeBuyer and its representatives (including the Buyer's accountants, counsel and employees), upon reasonable notice and during normal business hours, full access to the extent permitted by applicable lawproperties, contracts, books, records and affairs of the Company and Parent willthe Subsidiary. The Company shall cause its officers and employees, during normal business hours and upon reasonable the officers and employees of the Subsidiary, to furnish to the Buyer all documents, records and information (and copies thereof) as the Buyer may reasonably request, ; it being understood that (a) give the other party and Company, in its counselsole discretion may deny or restrict any access (i) involving possible breaches of applicable confidentiality agreements with third parties, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records or possible waivers of such party and its Subsidiariesany applicable attorney-client privileges or (ii) if any Buyer Party is in material breach of this Agreement, (b) furnish to such investigations shall not under any circumstances interfere with the other party and its counselCompany's or the Subsidiary's operations, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably requestactivities or employees, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with such investigations shall not be of a nature that in the other party in its investigation of the business opinion of the Company may violate applicable antitrust or Parentsimilar laws. If this Agreement is terminated pursuant to Section 9.1, (x) the Buyer Parties shall, and shall cause their representatives to, keep confidential any Confidential Information obtained from any Company Party (except as may be specifically (and only to the case may be; provided that such investigation shall not unreasonably disrupt the Company’s extent) required to be disclosed by applicable Law or Parent’s operations (administrative or legal process or pursuant to any securities exchange rules), it being understood and agreed that the Buyer Parties will notify the Company in no event shall writing prior to any invasive or subsurface investigation or testing proposed disclosure of any environmental media be conducted without such Confidential Information in order to enable the prior consent of the Company, such consent Company to be within the Company’s reasonable discretion)seek an appropriate protective order; and provided, further, that no such investigation (y) the Buyer Parties shall affect any representation or warranty given by either party hereunder; provided, further, that return to the Company shall perform Parties all documents (and reproductions thereof) supplied to any Buyer Party by any Company Party. The foregoing covenants relating to confidentiality are in addition to those included in the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Prior Confidentiality Agreement”).

Access to Information. From (a) Until the date earlier of the termination of this Agreement until and the Effective TimeClosing Date, to the extent permitted by applicable law, (1) the Company shall afford Buyer and Parent willits accountants, auditors, counsel and other representatives reasonable access during normal business hours and upon reasonable request, to (aA) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books books, contracts, commitments and records of such party the Company and its Subsidiaries, (bB) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and all other information concerning the business, intellectual property, properties and personnel of the Company as such Persons Buyer may reasonably request, and (c2) instruct the Company shall (A) provide Buyer and its employeesaccountants, auditors, counsel and other representatives with the Company’s internal financial advisors statements, financial information and audit working papers for fiscal years 2018, 2019, and 2020 promptly upon request, (B) promptly respond to financial information requests reasonably posed by Buyer or its accountants, auditors, counsel or other representatives, and (C) promptly prepare any additional financial information reasonably requested by Buyer or its accountants, auditors, counsel or other representatives. At or before Closing, the Company shall deliver a copy of all documents in the electronically accessible data room provided in connection with the Transactions (the “Data Room”) to Buyer on a USB flash drive or a similar electronic delivery. The Company shall not remove any of the documents from the electronically accessible data room provided in connection with the Transactions (other than to correct any errors or update information set forth therein). (b) Until the earlier of the termination of this Agreement and the Closing Date, the Company shall cause its officers, counsel or other representatives to promptly confer from time to time as reasonably requested by Buyer in writing with one or more representatives of Buyer during ordinary business hours to discuss, any material changes or developments in the operational matters of the Company and the general status of the ongoing business and operations of the Company. To the extent Buyer reasonably requests in writing further information or investigation of the basis of any potential violations of Law, including Laws related to export control and Applicable Anti-Corruption Laws, the Company shall reasonably cooperate with such request and shall make available any personnel or experts engaged by the other party Company necessary to accommodate such request. (c) No information or knowledge obtained in its any investigation in accordance with this Section 5.3 will, or will be deemed to (1) limit, modify or otherwise affect any representation contained herein or in the Related Agreements or any party’s rights hereunder or (2) cure, or operate as a waiver of, any inaccuracy in or breach of any representation, including for purposes of determining whether or not the conditions to the obligations of the business of the parties to this Agreement have been satisfied. (d) The Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that 1) notify Buyer in no event shall any invasive or subsurface investigation or testing writing promptly after learning of any environmental media be conducted without the prior consent of Action by any Person initiated by or against the Company, such consent or known by the Company to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither threatened against the Company, on the one handor any of its respective directors, nor Parentofficers, on the other hand, shall be required to provide employees or stockholders in their capacity as such (a “New Litigation Claim”); (2) notify Buyer of ongoing material developments in any information which it reasonably believes it may not provide New Litigation Claim and any Action that was existing prior to the other by reason date hereof and (3) consult in good faith with Buyer regarding the conduct of the defense of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with New Litigation Claim and any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject Action that was existing prior to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)date hereof.

Access to Information. From the date of this Agreement hereof until the Effective TimeClosing, to the extent permitted by applicable law, the Company and Parent will, during normal business hours and upon reasonable request, Seller shall (a) give the other party afford Buyer and its counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access to and the offices, right to inspect all of the properties, books assets, premises, Books and records of such party Records, Assigned Contracts and its Subsidiaries, other documents and data constituting Purchased Assets; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the other party and Business as Buyer or any of its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Representatives may reasonably request, ; and (c) instruct its employees, counsel and financial advisors the Representatives of Seller to reasonably cooperate with the other party Buyer in its investigation of the business of the Company or ParentBusiness; provided, as the case may be; provided however, that any such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without during normal business hours upon reasonable advance notice to Seller, under the prior consent supervision of Seller's personnel and in such a manner as not to interfere with the conduct of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect Business or any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 other businesses of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applySeller. All information obtained requests by Parent or the Company Buyer for access pursuant to this Section 7.3 6.02 shall be kept confidential submitted or directed exclusively to Seller's Chief Financial Officer, or such other individuals as Seller may designate in accordance withwriting from time to time. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to Buyer if such disclosure would, in Seller's sole discretion: (x) cause significant competitive harm to Seller and its businesses, including the Business, if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. 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 Business and Buyer shall have no right to perform invasive or subsurface investigations of the Leased Real Property. Buyer and Seller shall, and shall otherwise be subject to cause each of their Representatives to, abide by the terms of, of the Confidentiality Agreement dated as with respect to any access or information provided pursuant to this Section 6.02. In addition to the obligations of October 1, 2023 between Parent and Buyer under the Company (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 proposed recipient of such material, non-public information such proposed recipient's written agreement to keep such material, non-public information confidential, in form and substance reasonably satisfactory to Seller.

Access to Information. From the date of this Agreement hereof until the MSA Effective Time, to the extent permitted by applicable lawDate, the Company and Parent will, during normal business hours and upon reasonable request, Parties shall (a) give the other party afford Investor and its counsel, financial advisors, auditors and other authorized representatives reasonable Representatives access to and the officesright to inspect all of the Real Property, properties, assets, premises, books and records records, Contracts and other documents and data related to the Company at mutually acceptable times and without undue disruption to the Ordinary Course of such party and its Subsidiaries, Business of the Company or interference with the Company’s contractual relationships; (b) furnish Investor and its Representatives with such legal, financial, operating and other data and information related to the other party and Company as Investor or any of its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Representatives may reasonably request, ; and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party Investor in its investigation of the Company; provided, however that any such investigation shall be conducted during normal business hours upon reasonable advance notice to Company Parent, under the supervision of Company Parent’s designated Representatives and in such a manner as not to interfere with the conduct of the Business or any other businesses of the Company or Company Parent, . All requests by Investor for access pursuant to this Section 5.2 shall be submitted or directed exclusively to [PERSONAL INFORMATION REDACTED] or such other individuals as the case Company Parent may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that designate in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent writing from time to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject time. Notwithstanding anything to the terms of contrary in this Section 7.3). Notwithstanding the foregoingAgreement, neither the Company, on the one hand, nor Parent, on the other hand, no Company Party shall be required to provide disclose any information which it reasonably believes it may to Investor if such disclosure would, in Company Parent’s reasonable discretion: (w) cause significant competitive harm to a Company Party and its businesses, including the Business, if the transactions contemplated by this Agreement are not provide consummated; (x) jeopardize any attorney-client privilege; (y) contravene any applicable Law, fiduciary duty or material binding agreement entered into prior to the other date of this Agreement; or (z) reveal bids received from third parties in connection with transactions similar to those contemplated by reason this Agreement and any written analysis (including financial analysis) relating to such bids. Prior to the MSA Effective Date, without the prior written consent of any applicable lawa Company Party and unless in the presence of a designated Representative of Company Parent, which constitutes information protected by attorney/client privilege, Investor shall not contact or which it is required to keep confidential by reason of contract or agreement otherwise communicate with any employee of a Company Party or any third Person. Each party contracting with the Company and Investor shall use reasonable efforts have no right to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions perform invasive or subsurface investigations of the preceding sentence applyReal Property. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance withInvestor shall, and shall otherwise be subject to cause its Representatives to, abide by the terms of, of the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”).with respect to any access or information provided pursuant to this

Access to Information. From the date (a) The Company shall afford to Purchaser and its accountants, counsel, financial advisors and other representatives, and each of this Agreement until the Effective Timetheir respective representatives, to the extent permitted by applicable law, the Company and Parent willreasonable access, during normal business hours and upon reasonable request, (a) give notice throughout the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access period prior to the officesClosing, propertiesto the Company’s properties and facilities (including all Leased Property and the buildings, books structures, fixtures, appurtenances and improvements erected, attached or located thereon, in the case of Leased Property not owned by an Affiliate of the Company with the consent of the applicable landlord to the extent so required, which consent the Company shall use commercially reasonable efforts to obtain), books, Contracts and records of the Company and, during such party period, shall furnish promptly such information concerning the businesses and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business properties of the Company or Parentas Purchaser shall reasonably request; provided, as the case may be; provided that however, such investigation shall not unreasonably disrupt the Company’s or Parent’s operations. Prior to the Closing, the Company shall generally keep Purchaser informed as to all material matters involving the operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent businesses of the Company. (b) All nonpublic information provided to, such consent to or obtained by, Purchaser in connection with the transactions contemplated hereby shall be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 “Confidential Information” for purposes of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable Confidentiality and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Nondisclosure Agreement dated as of October 1December 19, 2023 2012 between Parent Purchaser and the Company (the “Confidentiality Agreement”), the terms of which shall continue in force until the Closing. Notwithstanding the foregoing, the Company shall not be required to disclose any information if such disclosure would 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), or the representations or warranties of, or the conditions to the obligations of, the parties hereto.

Access to Information. From (a) Subject to Section 4.4 hereof, until the date earlier of the Closing or the termination of this Agreement until the Effective TimeAgreement, to the extent permitted by applicable law, Seller Parties shall cause the Company and Parent willits Subsidiaries to afford the Representatives of Buyer reasonable access during normal business hours to the officers, directors, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and their books and records, and shall furnish Buyer with such financial, operating and other data and information with respect to the Company and its Subsidiaries, as Buyer, through its Representatives, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct of the Company’s Business prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its Representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by the Seller, unless the Seller otherwise expressly consents with respect to any specific contact. (b) After the Closing, upon reasonable written notice, Buyer shall furnish or cause to be furnished to the Seller and its Representatives access, during normal business hours hours, such information and upon reasonable request, (a) give assistance relating to the other party Company and its counselSubsidiaries as is reasonably necessary in connection with financial reporting and accounting matters, financial advisorsthe preparation and filing of any Tax Return, auditors and other authorized representatives reasonable access the defense of any Tax claim or assessment, in connection with any disclosure obligation or the defense of any Action, in each case to the offices, properties, books and records of such party extent relating to the Company and its SubsidiariesSubsidiaries (such information, (b) furnish the “Company Information”). In the event that Buyer intends to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation destroy or otherwise dispose of the business any of the Company Information that is less than seven (7) years old at the time of such intended destruction or Parentdisposition prior to January 31, 2013, Buyer shall first notify Seller in writing of such intended destruction or other disposition and, if requested by Seller within 10 days of delivery of such notification, deliver such Company Information to or as the case may be; provided that such investigation directed by Seller. The Seller shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood reimburse Buyer and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform for reasonable out-of-pocket costs and expenses incurred in assisting the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company Seller pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”4.4(b).

Access to Information. From the date of this Agreement hereof until the Effective TimeClosing, Sellers shall cause the Company to: (a) afford Buyer and its Representatives reasonable access to and the extent permitted by applicable lawright to inspect all of the Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company and Parent will, during normal business hours and upon reasonable request, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party and its Subsidiaries, ; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the other party Company and the Subsidiaries as Buyer or any of its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Representatives may reasonably request, ; and (c) instruct its employees, counsel and financial advisors the Company to reasonably cooperate with the other party Buyer in its investigation of the business of Company and the Company or ParentSubsidiaries; provided, as the case may be; provided however, that any such investigation shall not unreasonably disrupt be conducted during normal business hours upon reasonable advance notice to the Company, under the supervision of the Company’s or Parent’s personnel and in such a manner as not to interfere with the normal operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company. All requests by Buyer for access pursuant to this Section 6.2 shall be submitted or directed exclusively to ▇▇▇▇ ▇. ▇▇▇▇ (Vice President, such consent to be within Legal & Human Resources and General Counsel of the Company’s reasonable discretion); and provided, further, that no or such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that other individuals as the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject may designate in writing from time to time. Notwithstanding anything to the terms of contrary in this Section 7.3). Notwithstanding the foregoingAgreement, neither the Company, on Company nor the one hand, nor Parent, on the other hand, Sellers shall be required to provide disclose any information which it reasonably believes it may not provide to Buyer if such disclosure would, in the Company’s sole discretion: (w) cause significant competitive harm to the Company, the Subsidiaries and their respective businesses if the transactions contemplated by this Agreement were not consummated; (x) jeopardize any attorney-client or other by reason of privilege; or (y) contravene any applicable lawLaw, fiduciary duty or 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. Prior to the Closing, without the prior written consent of Sellers’ Representative, which constitutes information protected by attorney/client privilegemay be withheld for any reason, Buyer shall not contact any suppliers to, or which it is required customers of, the Company or the Subsidiaries and Buyer shall have no right to keep confidential by reason of contract perform invasive or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions subsurface investigations of the preceding sentence applyReal Property. All Buyer shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information obtained by Parent or the Company provided pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)6.2.

Access to Information. From and after the date of this Agreement hereof until the Effective Time, to Time or the extent permitted by applicable lawearlier termination of this Agreement, the Company shall, and Parent willshall cause each of its Subsidiaries and each of its and their officers, during normal business hours employees and upon reasonable request, agents to (a) give the other party Buyer and its counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access upon reasonable notice and during times mutually convenient to Buyer and senior management of the Company and its Subsidiaries to the officesFacilities, properties, employees, books and records of such party the Company and its SubsidiariesSubsidiaries as from time to time may be reasonably requested, (b) furnish to permit the other party Buyer and its counselRepresentatives to make such inspections and to make copies of such books and records as they may reasonably require, financial advisors, auditors and other authorized representatives (c) furnish the Buyer and its Representatives with such financial and operating data and other information as such Persons the Buyer may from time to time reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, Company nor Parent, on the other hand, any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would contravene any information which it reasonably believes it may not provide law, rule, regulation, order, judgment, decree, or binding agreement entered into prior to the other by reason date of this Agreement or would reasonably be expected to violate or result in a loss or impairment of any applicable law, which constitutes information protected by attorney/-client or work product privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall The parties hereto will use commercially reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained Any such investigation by Parent Buyer shall not unreasonably interfere with any of the businesses or operations of the Company pursuant or its Subsidiaries. Notwithstanding anything to the contrary in this Section 7.3 Agreement, neither Buyer nor its Representatives shall have any contact whatsoever with respect to the Company or any of its Subsidiaries or with respect to the transactions contemplated by this Agreement with any partner, lender, lessor, vendor, customer, supplier, employee or consultant of the Company or any of its Subsidiaries, except in consultation with the Company and then only with the express prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayed. All requests by Buyer for access or information shall be kept confidential in accordance with, and shall otherwise submitted or directed exclusively to an individual or individuals to be subject to designated by the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)Company.

Access to Information. From and after the date hereof until the earlier of the Closing Date or the termination of this Agreement until in accordance with its terms, upon reasonable notice, and subject to restrictions contained in the Effective Time, confidentiality agreements to which the extent permitted by applicable lawGroup Companies are subject, the Company shall provide to Buyer and Parent will, its authorized representatives during normal business hours and upon on reasonable request, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives notice reasonable access to the offices, properties, all books and records of such party and its Subsidiaries, the Group Companies (b) furnish in a manner so as to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate not interfere with the other party in its investigation of the normal business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media Group Company). All of such information shall be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject treated as “Confidential Information” pursuant to the terms of the Confidentiality Agreement, the provisions of which are by this Section 7.3)reference hereby incorporated herein. Notwithstanding anything to the foregoingcontrary set forth in this Agreement, during the period from the date hereof until the Closing, neither the CompanyCompany nor any of its Affiliates (including the Group Companies) shall be required to disclose to Buyer or any of its representatives any: (a) information: (i) if doing so would violate any Contract, fiduciary duty or Law to which a Seller or any of its Affiliates (including the Group Companies) is a party or is subject; (ii) if it reasonably determined upon the advice of counsel that doing so could result in the loss of the ability to successfully assert attorney-client and work product privileges; (iii) if the Company or any of its Affiliates, on the one hand, nor Parentand Buyer or any of its Affiliates, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; or (iv) if the Company reasonably determines that such information should not be disclosed due to its competitively sensitive nature; or (b) information relating to Taxes or Tax Returns relating solely to the Group Companies. Buyer agrees that it shall be required to provide any information which it reasonably believes it may not provide to the other bound by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated to the same extent as of October 1White Mountains Capital, 2023 between Parent and the Company (the “Confidentiality Agreement”).Inc.

Access to Information. From the date of this Agreement hereof until the Effective TimeFirst Closing, to in the extent permitted by applicable lawcase of Smooth Bourbon, and the Company Second Closing, in the case of Nugget Sparks, Seller shall, and Parent willshall cause each Company, during normal business hours and upon reasonable requestas applicable, to, (a) give the other party afford Buyer and its counselRepresentatives, financial advisorsupon reasonable advance notice, auditors and other authorized representatives reasonable access to and the officesright to inspect all of the Real Property, properties, assets, premises, books and records of records, Contracts and other documents and data related to such party and its Subsidiaries, Company; (b) furnish to the other party Buyer and its counselRepresentatives with such financial, financial advisors, auditors operating and other authorized representatives such financial and operating data and other information related to such Company as such Persons Buyer and its Representatives may reasonably request, ; and (c) instruct its employees, counsel the Representatives of Seller and financial advisors each such Company to reasonably cooperate with the other party Buyer in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunderEntities; provided, furtherhowever, that nothing in this Agreement shall require Seller or any Company Entity to, and neither Seller nor any Company Entity shall have any obligation to (until the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the terms of this Section 7.3Second Closing). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide Buyer with any information which it reasonably believes it may not provide to (A) in the Players Club database of either Company Entity, other by reason of any applicable law, which constitutes information protected by attorney/client privilegethan mutually agreed upon aggregated and de-identified information, or which it is required (B) guest party information relating to keep confidential by reason of contract group room reservations or agreement with any third Personsimilar booking arrangements or commitments. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company Any investigation pursuant to this Section 7.3 5.02 shall be kept confidential conducted in accordance withsuch manner as not to interfere unreasonably with the conduct of the business of Seller or either Company, and shall otherwise all requests by Buyer and its Representatives for information and access hereunder will be coordinated through Seller or Seller’s designee. All information acquired by Buyer or any of its Representatives under this Agreement will be subject to the terms of, and conditions of the Confidentiality Agreement. Buyer agrees to be bound by the Confidentiality Agreement dated in the same manner as Guarantor with respect to all matters relating to this Agreement, including the disclosure by Seller of October 1any information to Buyer or its Representatives of any information regarding Seller, 2023 between Parent and the Company (Entities or their respective businesses or assets. From the “Confidentiality Agreement”)date hereof until the First Closing, Seller shall cooperate with Buyer at Buyer’s expense to obtain an update to any of the Surveys.

Access to Information. 7.2.1 From and after the date of this Agreement until Agreement, OTH Owners shall, and shall cause the Effective Time, to the extent permitted by applicable law, the Company and Parent will, during normal business hours and upon reasonable requestOTH Companies to, (a) upon written request from Acquiror, give the other party to Acquiror and its counsel, financial advisors, auditors and other authorized any of Acquiror’s agents or representatives reasonable access to the offices, properties, books books, records, documents, directors, officers and records employees of such party and its Subsidiariesthe OTH Companies during normal business hours at mutually agreed times, (b) furnish to the other party Acquiror and its counsel, financial advisors, auditors and other authorized agents or representatives such financial financial, tax and operating data and other information as such Persons Acquiror and its agents or representatives may reasonably requestrequest (including the work papers of each such OTH Company’s independent accountants upon receipt of any required consent from such OTH Company’s independent accountants), and (c) instruct its employees, counsel and financial advisors the Company’s representatives to reasonably cooperate with Acquiror and its representatives in Acquiror’s investigation; provided, however, that the other OTH Owners may restrict the foregoing access to the extent that (i) any Law requires the OTH Companies to restrict or prohibit access to any such properties or information, or (ii) the disclosure of such information to Acquiror or its representatives would violate confidentiality obligations owed to a third party and such confidentiality obligations were in its effect prior to the execution and delivery of this Agreement. During the aforesaid period, without limiting any obligations of Acquiror to copy the OTH Representative with documentation as otherwise required in this Agreement, Acquiror shall also be obligated to the OTH Owners and OTH Companies to provide all of the same access and information to the OTH Owners Representative as stated in this Section 7.2.2 with regard to OTH Company and OTH Owner obligations to Acquiror. Acquiror: ____ B▇▇▇▇ ▇▇▇▇: ____ OTH Owners Representative: _____ 7.2.2 Any investigation pursuant to Section 7.2.1 shall be conducted in such manner and during such times as not to interfere unreasonably with the conduct of the business of the Company relevant OTH Company. Information obtained by Acquiror or Parentthe OTH Owners Representative pursuant to 7.2.17.2.1 shall not prejudice any of Acquiror’s, or OTH Owner and OTH Companies, as applicable, rights or remedies at Law or equity. All OTH Company and OTH Owner information delivered to or obtained by Acquiror and/or its representatives pursuant to Section 7.2.1 or any other provision of this Agreement shall be treated as confidential information by Acquiror and its representatives; shall be used for the case may belimited purposes of the transaction contemplated by this Agreement; provided that such investigation shall not unreasonably disrupt the Companybe disclosed to third parties, other than Acquiror’s or Parent’s operations (it being understood attorney and agreed that in no event shall any invasive or subsurface investigation or testing accountant as necessary for purposes of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion)this Agreement; and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, further, that the Company shall perform the actions set forth on Section 7.3 of the Company Disclosure Schedules be immediately returned (subject without retaining copies) to the terms of this Section 7.3). Notwithstanding OTH Owners Representative in the foregoing, neither event the Company, on the one hand, nor Parent, on the other hand, shall be required to provide transaction contemplated herein does not Close for any information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)reason.

Access to Information. From the date hereof until the Closing, the Company and the Related Entities shall: (a) afford Parent and its Representatives reasonable access to and the right to inspect all of the Company Real Property, properties, assets, premises, books and records, Contracts, agreements and other documents and data related to the Company and the Related Entities; (b) furnish Parent and its Representatives with such financial, operating and other data and information related to the Company and the Related Entities as Parent or any of its Representatives may reasonably request; and (c) instruct the Representatives of the Company and the Related Entities to cooperate with Parent in its investigation of the Company and the Related Entities; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Company, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company or the Related Entities. All requests by Parent for access pursuant to this Section 6.02 shall be submitted or directed exclusively to ▇▇▇ ▇▇▇▇▇▇▇, Vice President, Director of Investment Banking, or such other individuals as the Company may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Company nor the Related Entities shall be required to disclose any information to Parent if such disclosure would, in the Company’s reasonable discretion: (x) cause significant competitive harm to the Company, the Related Entities and their respective businesses if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law, fiduciary duty or binding Contract entered into prior to the date of this Agreement until the Effective Time, to the extent permitted by applicable law, the Company and Parent will, during normal business hours and upon reasonable request, (a) give the other party and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party and its Subsidiaries, (b) furnish to the other party and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that the parties shall use commercially reasonable efforts to cause such information to be provided in no event shall a manner that would not result in any invasive or subsurface investigation or testing of any environmental media be conducted such consequences). Prior to the Closing, without the prior written consent of the Company, such consent to which may be within the Company’s reasonable discretion); and providedwithheld for any reason, furtherParent shall not contact any suppliers to, that no such investigation shall affect any representation or warranty given by either party hereunder; providedcustomers of, further, that the Company or the Related Entities and Parent shall have no right to perform the actions set forth on Section 7.3 invasive or subsurface investigations of the Company Disclosure Schedules (subject to Real Property. Parent shall, and shall cause its Representatives to, abide by the terms of this Section 7.3). Notwithstanding the foregoing, neither the Company, on the one hand, nor Parent, on the other hand, shall be required Confidentiality Agreement with respect to provide any access or information which it reasonably believes it may not provide to the other by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company provided pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement dated as of October 1, 2023 between Parent and the Company (the “Confidentiality Agreement”)6.02.