Common use of Access Clause in Contracts

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Closing, the Company will (and will cause its Subsidiaries to) afford Parent and its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company Group, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, (a) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group or create a material risk of damage or destruction to any property or assets of the Company Group. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel of the Company, or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration right.

Access. At all times during the period commencing with on the execution and delivery date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the ClosingAcceptance Time, the Company will (shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees and will cause its Subsidiaries to) afford Parent their financial advisors, business consultants, legal counsel, accountants and its Representatives other agents and representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, Contracts, books and records properties and personnel of the Company GroupCompany; provided, except however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (ai) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; , (bii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information; , or (civ) access to a Contract to which the Company Group or any of its Subsidiaries is a party or otherwise bound would violate or cause a default pursuant tounder, or give any a Person the right to terminate or accelerate the rights pursuant tounder, such Contract; (d) . In the event that the Company does not provide access would result or information in reliance on the disclosure of any material trade secrets of Persons preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a manner way that would result in any not violate the applicable Law, Contract or obligation or waive such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other informationa privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will 7.6 shall be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group or its Subsidiaries or create a material risk of damage or destruction to any property or assets of the Company Groupor any of its Subsidiaries. Any access to the properties of the Company Group will or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and will shall not include the right to perform invasive testing. Notwithstanding anything to testing without the contrary Company’s prior written consent, in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Lawsole discretion. The terms and conditions of the Confidentiality Agreement will shall apply to any information obtained by Parent or any of its Representatives financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.47.6. Nothing in this Section 7.6 shall be construed to require the Company, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company Subsidiaries or any Representatives of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel any of the Companyforegoing to prepare any reports, analyses, appraisals, opinions or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightinformation.

Access. At all times during During the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the ClosingPre-Closing Period, the Company will (will, and will cause its Subsidiaries to) , afford Parent and its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company Groupand its Subsidiaries, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (a) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group or any of its Subsidiaries is a party or otherwise bound would violate or cause a default pursuant to, or give any a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets Trade Secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosurethird Persons; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other handhand (it being understood that if the Company and its Subsidiaries do not provide any information in reliance on the exclusions in the foregoing clauses (a) or (b), then the Company or such Subsidiary will use commercially reasonable efforts to provide notice to Parent promptly upon obtaining knowledge that such information is being withheld and the Company or such Subsidiary will use reasonable best efforts to communicate, to the extent permitted, the applicable information or other matter in a way that would not prohibit any applicable law or agreement or result in the waiver of any such privilege). Subject to Section 7.19, nothing Nothing in this Section 7.4 6.8 will be construed to require the Company Group Company, any of its Subsidiaries or any of its their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 6.8 will be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group and its Subsidiaries or create a material risk of damage or destruction to any property or assets of the Company Groupor its Subsidiaries. Any access to the properties of the Company Group and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreementany “invasive” testing or soil, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Lawair or groundwater sampling, including any Phase I or Phase II environmental assessments. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations6.8. All requests for access pursuant to this Section 7.4 6.8 must be directed to the Company’s General Counsel of the Company, or another person designated in writing by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration right.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the ClosingEffective Time, the Company will (and will cause its Subsidiaries to) shall afford Parent and its Representatives financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company Groupand its Subsidiaries; provided, except however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (ai) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; , (bii) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information; , or (ciii) access to a Contract to which the Company Group or any of its Subsidiaries is a party or otherwise bound would violate or cause a default pursuant tounder, or give any Person a third party the right to terminate or accelerate the rights pursuant tounder, such Contract; (d) and provided further, however, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access would result contemplated by this Section 6.8 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the disclosure of any material trade secrets of Persons rights and remedies available to Parent and Acquisition Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a manner way that would result not violate the applicable Law, Contract or obligation or to waive such a privilege, including, to the extent practicable, by providing such information in any redacted form as necessary to preserve such trade secrets no longer being protected as a privilege or comply with such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent otherwise make appropriate substitute disclosure arrangements, to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other informationextent possible. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will 6.8 shall be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group and its Subsidiaries or create a material risk of damage or destruction to any property or assets of the Company Groupor any of its Subsidiaries. Any access to the properties of the Company Group will or any of its Subsidiaries shall be subject to the terms and conditions of any applicable Lease and the Company’s reasonable security measures and insurance requirements and will shall not include the right to perform invasive Phase 1 or Phase 2 environmental assessments or other invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will shall apply to any information obtained by Parent or any of its Representatives financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.46.8. Nothing in this Section 6.8 or elsewhere in this Agreement shall be construed to require the Company, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company Subsidiaries or any Representatives of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel any of the Companyforegoing to prepare any reports, analyses, appraisals, opinions or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightinformation.

Access. At all times during (a) For purposes of furthering the period commencing with transactions contemplated hereby, each Party shall afford the execution other Party and delivery (i) the officers and employees and (ii) the accountants, consultants, legal counsel, financial advisors and agents and other representatives of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Closing, the Company will (and will cause its Subsidiaries to) afford Parent and its Representatives such other Party reasonable access during normal business hours, upon reasonable advance noticethroughout the period prior to the earlier of the Effective Time and the Termination Date, to the its and its Subsidiaries’ personnel and properties, offices and other facilitiescontracts, Contractscommitments, books and records and personnel of the Company Groupany report, except that the Company may restrict schedule or otherwise prohibit access to any documents other document filed or information received by it pursuant to the extent thatrequirements of applicable Laws and with such additional accounting, (a) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to financing, operating, environmental and other data and information regarding such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected Party as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other handParty may reasonably request. Subject Notwithstanding the foregoing, neither Party shall be required to Section 7.19, nothing in this Section 7.4 will be construed to require afford such access if it would unreasonably disrupt the Company Group operations of such Party or any of its Representatives to prepare any reportsSubsidiaries, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group or create would cause a material risk violation of damage or destruction any agreement to any property or assets of the Company Group. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent which such Party or any of its Subsidiaries is a party, would cause a risk of a loss of privilege to such Party or any of its Subsidiaries or would constitute a violation of any applicable Law. Neither Party, nor any of their respective officers, employees or Representatives, shall be permitted to perform any onsite procedures (including an onsite study or invasive testing or sampling) with respect to any property of either Party or any of their respective Subsidiaries without the prior written consent of the other Party (which shall not be unreasonably withheld, conditioned or delayed). (b) The Parties hereto hereby agree that all information provided to them or their respective officers, directors, employees or Representatives in connection with any investigation conducted pursuant to this Agreement and the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel consummation of the Companytransactions contemplated hereby shall be governed in accordance with the confidentiality and non-disclosure agreement, or another person designated by dated as of April 26, 2018, between Rowan and Ensco, as amended (the Company. In “Confidentiality Agreement”), the event that term of which is hereby extended until the Company objects earlier to any request submitted pursuant to this Section 7.4 on occur of (x) the basis of one or more of Effective Time and (y) the matters set forth in clauses (a) to (e) first anniversary following the termination of this Section 7.4, it must do so by providing Parent, Agreement in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate accordance with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightArticle VII.

Access. At all times during During the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the ClosingPre-Closing Period, the Company will (shall, and will shall cause its Subsidiaries to) , afford Parent and its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company Groupand its Subsidiaries, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (a) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group or any of its Subsidiaries is a party or otherwise bound would violate or cause a default pursuant to, or give any a third Person the right to terminate or accelerate the rights pursuant to, such Contract; or (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other handhand (it being understood that if the Company and its Subsidiaries do not provide any information in reliance on the exclusions in the foregoing clauses (a), (b) or (c), then the Company or such Subsidiary will use commercially reasonable efforts to provide notice to Parent promptly upon obtaining knowledge that such information is being withheld and the Company or such Subsidiary will use reasonable best efforts to communicate, to the extent permitted, the applicable information or other matter in a way that would not prohibit any applicable Law or agreement, result in the waiver of any such privilege, cause a violation or default under such Contract). Subject to Section 7.19, nothing Nothing in this Section 7.4 6.8 will be construed to require the Company Group Company, any of its Subsidiaries or any of its their respective Representatives to prepare any reports, analyses, appraisals, opinions appraisals or other informationopinions. Any investigation conducted pursuant to the access contemplated by this Section 7.4 6.8 will be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group and its Subsidiaries or create a material risk of damage or destruction to any property or assets of the Company Groupor its Subsidiaries. Any access to the properties of the Company Group and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreementany “invasive” testing or soil, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Lawair or groundwater sampling, including any Phase I or Phase II environmental assessments. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations6.8. All requests for access pursuant to this Section 7.4 6.8 must be directed to the Company’s General Counsel of the Company, or another person designated in writing by the Company. In Without limiting the event that generality of the foregoing, during the Pre-Closing Period, the Company objects agrees to, and to any request submitted pursuant cause its Subsidiaries to, subject to applicable Law and this Section 7.4 on the basis of one or more of the matters set forth in clauses 6.8 (ai) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld reasonably assist and the reasons therefor, and prior to preventing such access or withholding such information or documents from reasonably cooperate with Parent and its Representatives, Subsidiaries to facilitate planning for the post-Closing integration of the Company shall cooperate and its Subsidiaries with Parent and its Subsidiaries (including, at the request of Parent from time to make appropriate substitute arrangements time, reasonably assisting and cooperating with Parent and its Subsidiaries in the planning and development of a post-Closing integration plan), (ii) provide reasonable access to permit reasonable substitute access or disclosure, including through the use of reasonable best key personnel identified by Parent to facilitate Parent’s efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause post-Closing retention of such key personnel and (ciii) provide Parent with reasonable periodic updates on activities relating to the integration and performance of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightthe Company’s and its Subsidiaries’ existing businesses.

Access. At all times during (a) Subject to compliance with applicable Laws (including any Public Health Measures), each party shall afford to the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Closing, the Company will (and will cause its Subsidiaries to) afford Parent other party and its Representatives reasonable access during normal business hours, upon reasonable advance noticethroughout the period prior to the earlier of the Effective Time and the Termination Date, to the such party’s and its Subsidiaries’ officers, employees, properties, offices and other facilitiesassets, equipment, inventory, operating sites, Contracts, commitments, books and records and personnel of the Company Grouprecords, except other than any such matters that the Company may restrict or otherwise prohibit access to any documents or information relate to the extent thatnegotiation and execution of this Agreement. The foregoing notwithstanding, (a) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group is a party or otherwise bound shall not be required to afford such access if it would violate or cause a default pursuant to, or give any Person unreasonably disrupt the right to terminate or accelerate the rights pursuant to, operations of such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group party or any of its Representatives Subsidiaries, would cause a violation of any agreement to prepare which such party or any reportsof its Subsidiaries is a party, analyseswould, appraisalsin the reasonable judgment of such party, opinions result in a loss of privilege or other informationtrade secret protection to such party or any of its Subsidiaries or would constitute a violation of any applicable Laws, including any Public Health Measures (provided, that in each case such party shall use its reasonable best efforts to allow for such access or to make available reasonable and appropriate substitute disclosure arrangements in a way that would not have any of the foregoing effects). Any investigation conducted pursuant Subject to the access contemplated by this Section 7.4 will foregoing restrictions, each party shall be conducted in a manner that does not unreasonably permitted to conduct reasonable inspections, assessments and materially interfere with the conduct testing of the business other party’s properties, assets, equipment, inventory and operating sites; provided, however, that nothing herein shall authorize any party or its Representative to undertake any testing involving invasive techniques, including testing involving sampling of soil, sediment, groundwater, surface water, air or building materials, at any of the Company Group other party’s or create a material risk its Subsidiary’s properties, without the prior written consent of damage such other party and provided, further, that no such investigation shall affect any representation or destruction warranty given by either party hereunder. (b) Each party hereby agrees that all information provided to any property or assets of the Company Group. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent it or any of its Representatives in connection with any investigation conducted pursuant to this Agreement and the access consummation of the transactions contemplated by this Section 7.4Agreement shall be deemed to be Evaluation Material, other than any information that has been madeas such term is used in, is or becomes available to Parent or any and shall be treated in accordance with, the confidentiality agreement, dated as of its Representatives by or from June 28, 2023, between the Company or any of its Representatives in and Parent (the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel of the Company, or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightConfidentiality Agreement”).

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the ClosingUpon reasonable advance written notice, the Company will shall (and will shall cause its Subsidiaries to) afford Parent and its Representatives Parent’s representatives reasonable access access, during normal business hours, upon reasonable advance noticehours throughout the period prior to the Effective Time, to the Acquired Companies’ employees, customers, vendors, partners, properties, offices and other facilitiesbooks, Contracts, books and records and personnel contracts and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all available information concerning its business as Parent may reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information, that in the reasonable judgment of the Company Group, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, could: (a) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in any such trade secrets no longer being protected as such under applicable Law following such disclosurejeopardy or contravention); or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group or create a material risk of damage or destruction to any property or assets of the Company GroupAcquired Companies’ business. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will apply to any All information obtained by Parent or any of and its Representatives in connection with any investigation conducted representatives pursuant to the access contemplated by this Section 7.4, other than 6.4 shall be treated as “Evaluation Material” of the Acquired Companies for purposes of the Confidentiality Agreement. No investigation pursuant to this Section 6.4 shall affect or be deemed to modify any information that has been made, is representation or becomes warranty in this Agreement of any party hereto or otherwise limit or affect the remedies available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 6.4 must be directed to the General Counsel of the Company, Company or another person Person designated in writing by the Company. In Notwithstanding anything herein to the event that contrary, Parent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company objects to in connection with the Merger or any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses other transactions contemplated by this Agreement without the Company’s prior consent (a) such consent not to (e) of this Section 7.4be unreasonably withheld, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons thereforconditioned or delayed), and prior to preventing such access or withholding such information or documents from Parent and its Representatives, Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightparticipating.

Access. At all times during During the period commencing with on the execution and delivery date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the ClosingEffective Time, the Company will shall (and will shall cause its Subsidiaries to) afford Parent and its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company Groupand its Subsidiaries and, except during such period, the Company shall (and shall cause its Subsidiaries to) furnish reasonably promptly to Parent all information (financial or otherwise) concerning its business, properties and personnel as Parent may reasonably request, in each case solely for the purpose of effectuating the Transactions or for reasonable integration planning purposes; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (a) any applicable Law or regulation requires the Company Group or its Subsidiaries to restrict or otherwise prohibit access to such documents or information; , (b) the Company reasonably determines access to such documents or information would give rise to result in a material risk waiver of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information; information or (c) access to a Contract to which the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent relate to any adverse Legal Proceeding between the evaluation or negotiation of this Agreement, the Transactions or, subject to Section 6.2 and Section 6.3, an Acquisition Proposal or Superior Proposal. In the event that the Company and does not provide access or information in reliance on clauses (a) or (b) of the preceding sentence, it shall use its Affiliates, on reasonable best efforts to communicate the one hand, and applicable information to Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group a way that would not violate any applicable Law or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other informationwaive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will 7.6 (i) shall be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group or its Subsidiaries or create a material risk of damage or destruction to any property or assets of the Company Group. Any access to the properties or any of the Company Group will its Subsidiaries and (ii) shall be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Lawrequirements. The terms and conditions of the Confidentiality Agreement will shall apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available 7.6. Nothing in this Section 7.6 shall be construed to Parent or any of its Representatives by or from require the Company or any of its Subsidiaries or Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel any of the Companyforegoing to prepare any reports, analyses, appraisals or another person designated by the Company. In the event opinions that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightare not readily available.

Access. At all times during the period commencing with on the execution and delivery date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the ClosingAcceptance Time, the Company will (and will cause its Subsidiaries to) shall afford Parent and its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company Groupand its Subsidiaries; provided, except however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (a) any applicable Law or regulation requires the Company Group or its Subsidiaries to restrict or otherwise prohibit access to such documents or information; , (b) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any third party or otherwise breach, contravene or violate, constitute a default under, or give a third party the right terminate or accelerate an obligations under, any then effective Contract to which the Company or any of its Subsidiaries is a party, or (c) access to such documents or information would give rise reasonably be expected to result in a material risk waiver of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information; (c) access to a Contract to which , provided, that the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any Person shall use its reasonable best efforts to communicate the right applicable information to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons Parent in a manner way that would result in any not violate the applicable Law, Contract or obligation or waive such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other informationa privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will 5.1 shall be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group or its Subsidiaries or create a material risk of damage or destruction to any material property or assets of the Company Group. Any access to the properties or any of the Company Group will its Subsidiaries, shall be subject to the Company’s reasonable security measures and insurance requirements requirements, and will shall not include the right to perform invasive testing. Notwithstanding anything to testing without the contrary Company’s prior written consent, in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Lawsole discretion. The terms and conditions of the Confidentiality Agreement will shall apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.45.1. Nothing in this Section 5.1 or elsewhere in this Agreement shall be construed to require the Company, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company Subsidiaries or any Representatives of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel any of the Companyforegoing to prepare any reports, analyses, appraisals, opinions or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightinformation.

Access. At all times during During the period commencing with on the execution and delivery date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the ClosingEffective Time, the Company will shall (and will shall cause its Subsidiaries to) afford (a) provide to Parent and its Representatives reasonable access during normal business hours, upon reasonable advance noticeprior notice to the Company, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company Groupand its Subsidiaries and (b) furnish reasonably promptly to Parent all information (financial or otherwise) concerning its business, except properties and personnel as Parent may reasonably request, including with respect to the Company Programs, to the extent reasonably available, and keep Parent reasonably apprised as to any material developments with respect to the Company Programs; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (aA) any applicable Law or regulation requires the Company Group or its Subsidiaries to restrict or otherwise prohibit access to such documents or information; information or (bB) the Company in good faith determines access to such documents or information would give rise reasonably be expected to result in a material risk waiver of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information; (c) access to a Contract to which the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (eC) such documents or information are reasonably pertinent relate to any adverse Legal Proceeding between the evaluation or negotiation of this Agreement and the transactions contemplated hereby or, subject to Sections 6.2 and 6.3, an Acquisition Proposal or Superior Proposal. In the event that the Company and does not provide access or information in reliance on clauses (A) or (B) of the preceding sentence, it shall use its Affiliates, on reasonable best efforts to communicate the one hand, and applicable information to Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group a way that would not violate any applicable Law or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other informationwaive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will 7.6 shall be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group or create a material risk of damage or destruction to any property or assets of the Company Group. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable LawSubsidiaries. The terms and conditions of the Confidentiality Agreement will shall apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.47.6. Nothing in this Section 7.6 or elsewhere in this Agreement shall be construed to require the Company, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company Subsidiaries or any Representatives of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel any of the Companyforegoing to prepare any reports, analyses, appraisals or another person designated by the Company. In the event opinions that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightare not readily available.

Access. At all times during (a) For purposes of furthering the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Closingtransactions contemplated hereby, the Company will (and will cause its Subsidiaries to) shall afford Parent and its Representatives reasonable access during normal business hours, hours upon reasonable advance noticenotice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and the Effective Time, to the its and its Subsidiaries’ personnel, properties, offices and other facilitiescontracts, Contractscommitments, books and records and such other information concerning its business, properties and personnel of the Company Group, except that the Company as Parent may restrict or otherwise prohibit access to any documents or information to the extent that, (a) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group or create a material risk of damage or destruction to any property or assets of the Company Group. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testingrequest. Notwithstanding anything to the contrary contained in this AgreementSection 5.3(a), any document, correspondence or information or other access provided pursuant to this Section 5.3(a) may be redacted or otherwise limited to the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions extent required to prevent disclosure of information concerning the valuation of the Confidentiality Agreement will apply to any information obtained by Company, Parent and the Mergers or any of its Representatives in connection with any investigation conducted other similarly confidential or competitively sensitive information. All access pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available 5.3(a) shall be (i) conducted in such a manner as not to Parent or any interfere unreasonably with the normal operations of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to Subsidiaries and (ii) coordinated through the General Counsel of the Company, Company or another person designated by the Company. a designee thereof. (b) In the event of (i) an occurrence which would make it reasonably likely that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters conditions set forth in clauses Section 6.2(a), Section 6.2(b) or Section 6.2(c) would not be met or (aii) the Company Board determining in good faith that it could be entitled to (emake a Company Adverse Recommendation Change pursuant to Section 5.4(e) of or Section 5.4(f) or cause the Company to terminate this Agreement in accordance with Section 7.47.1(i), it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding Company Board needs such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements such determination, at the Company’s request, Representatives of Parent will meet with Representatives of the Company and provide the Company with information reasonably requested in connection with the foregoing. (c) Notwithstanding anything to permit reasonable substitute the contrary contained in this Section 5.3, neither the Company nor Parent, as applicable, nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the judgment of its legal counsel, (i) jeopardize the attorney-client privilege of the Company or Parent, as applicable, or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or operation of the business, of the Company or Parent, as applicable, or any of its Subsidiaries or (B) Contract to which the Company or Parent, as applicable, or any of its Subsidiaries is a party or by which any of their assets or properties are bound; provided, that in such instances the party withholding access shall inform the other party of the general nature of the information being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in whole or disclosurein part, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii). (d) The parties hereto hereby agree that all information provided to remove them or their respective Representatives in connection with this Agreement and the basis for consummation of the objectiontransactions contemplated hereby shall be governed in accordance with the Confidentiality and Non-Disclosure Agreement, including by arrangement dated as of appropriate March 19, 2018, between the Company and Concentrix Corporation (the “counsel-to-counsel” disclosureConfidentiality Agreement”), clean room procedures, redaction which shall continue in full force and other customary procedures, entry into a customary joint defense agreement and, effect in accordance with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightits terms.

Access. At all times during During the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the ClosingPre-Closing Period, the Company will (shall, and will shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to) afford , upon Parent’s reasonable advance notice to the Company, provide the officers, employees, agents and other Representatives of Parent and its Representatives Merger Sub reasonable access during normal business hours, upon reasonable advance notice, to the officers, employees, Representatives, properties, offices facilities, books, records, contracts and other facilities, Contracts, books and records and personnel assets of the Company Group, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, (a) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Subsidiaries as Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the shall reasonably request so long as such access contemplated by this Section 7.4 will be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group and its Subsidiaries, and shall furnish Parent and Merger Sub with such other data and information as Parent and Merger Sub shall reasonably request that is in the possession and custody or create a material risk of damage or destruction to any property or assets control of the Company Group. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent Subsidiaries or any of its Representatives their respective Representatives; provided, however, that nothing in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from 5.5(a) will require the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (y) violate any binding confidentiality obligation of the Company and its Subsidiaries to a third party if the Company shall have used commercially reasonable efforts to obtain the required consent or waiver of such third party, or (z) result in a waiver of attorney-client privilege, work product doctrine or similar privilege, so long as, in the ordinary course case of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel of the Company, or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (ay) to and (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representativesz), the Company shall cooperate with Parent have used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to disclosure as promptly as reasonably practicable permit such access that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to disclose any information concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and the furnishing of their respective officers, employees and agents will hold any such information and documents in a manner to remove confidence in accordance with the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightConfidentiality Agreement.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX X and the ClosingAppointment Time, the Company will (and will cause its Subsidiaries to) shall afford Parent and its Representatives financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company GroupCompany; provided, except however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (ai) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; , (bii) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information; , or (ciii) access to a Contract to which the Company Group or any of its Subsidiaries is a party or otherwise bound would violate or cause a default pursuant tounder, or give any Person a third party the right to terminate or accelerate the rights pursuant tounder, such Contract; (d) and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access would result contemplated by this Section 6.4 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the disclosure of any material trade secrets of Persons rights and remedies available to Parent and Acquisition Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a manner way that would result in any not violate the applicable Law, Contract or obligation or to waive such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other informationa privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will 6.4 shall be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group and its Subsidiaries or create a material risk of damage or destruction to any property or assets of the Company Groupor any of its Subsidiaries. Any access to the Company’s properties of the Company Group will shall be subject to the Company’s reasonable security measures and insurance requirements and will shall not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the The Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes shall make available to Parent or any Parent, as promptly as reasonably practicable, (i) a list of its Representatives commercial Software code that is incorporated by or from the Company or any its Subsidiaries into the products of the Company and its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements Subsidiaries and that is licensed to Company or its public reporting obligations. All requests for access Subsidiaries by a third party pursuant to this Section 7.4 must be directed to a negotiated license with the General Counsel Company or its Subsidiaries, and (ii) copies of the Company, or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth applicable licenses; in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration right.each case,

Access. At all times during (a) The Operator shall, to the period commencing extent possible under any Rights-of-Ways, provide each Owner and its designees reasonable access to the Transmission Facilities site to permit the Owners and their designees to inspect the construction, commissioning, operation and maintenance, capital upgrades and improvements to, repair and reconstruction of, and retirement and decommissioning of the Transmission Facilities, provided that (i) the Owners and their designees do not interfere with the execution construction, commissioning, operation and delivery maintenance, capital upgrades and improvements to, repair and reconstruction of, and retirement and decommissioning of the Transmission Facilities or any portion thereof or pose a safety hazard; (ii) the Owners and their designees comply with any requirements of any rights-of-ways, license, easement or other real property interest agreement applicable to the Transmission Facilities; and (iii) the Owners and their designees performing the inspection comply with the Operator’s or any other contractor’s safety and security rules, as more specifically set out in the H▇▇▇▇▇▇▇▇ Access Easement Agreement. (b) Each Owner may, at its cost, at any time during normal business hours and with reasonable prior notice of not less than ten (10) Business Days, but not more often than once in any twelve (12) month period, inspect and audit the books and records of the Operator and any of its Affiliates and any Delegate (and the Operator shall secure such rights for the Owners from its Affiliates and any Delegate) involved in the provision of services pursuant to this Agreement (“Other Costs Records”), to the extent reasonably relating to the determination of the Other Costs for which the Owners are liable under this Agreement as shown on an invoice provided to the Owners pursuant to Section 5.08 within twelve (12) months prior to the date of the audit notice. The Operator shall, and shall cause any of its relevant Affiliates and any Delegate, to keep and maintain all such Other Costs Records to the extent reasonably relating to the determination of the Other Costs for which the Owners are liable under this Agreement and continuing until make such Other Costs Records available to the earlier Owners in accordance with the terms of this Agreement. If any audit discloses that, during such twelve (12)-month period, an overpayment or underpayment of Other Costs has been made by the Non-Operating Owner or the amount of any Other Costs allocated to occur the Owners on an invoice is incorrect, then such overpayment, underpayment or incorrect amount shall be resolved pursuant to Section 5.09. The Owner requesting the audit shall reimburse one hundred percent (100%) of all reasonable costs and expenses (including internal costs and expenses) incurred by or on behalf of the termination of this Agreement pursuant to Article IX Operator and the Closing, the Company will (and will cause its Subsidiaries to) afford Parent and its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company Group, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, (a) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group or any of its Representatives to prepare Affiliates and any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will be conducted Delegate in a manner that does not unreasonably and materially interfere complying with the conduct of the business of the Company Group or create a material risk of damage or destruction to any property or assets of the Company Group. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel of the Company, or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) provisions of this Section 7.45.06(b), it must do so by providing Parent, provided that the Owner shall not be required to reimburse any such costs if the audit determines that the Owner has made more than Twenty-Five Thousand Dollars ($25,000) in reasonable detail, the nature overpayments of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access Other Costs or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents more than Twenty-Five Thousand Dollars ($25,000) in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect Other Costs have been incorrectly allocated to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightOwner.

Access. At all times during During the period commencing with on the execution and delivery date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the ClosingEffective Time, the Company will (and will cause its Subsidiaries to) shall afford Parent and its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company Groupand its Subsidiaries; provided, except however, that (a) the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (ai) any applicable Law or regulation (including any COVID-19 Measures) requires the Company Group or any of its Subsidiaries to restrict or otherwise prohibit access to such documents or information; , (bii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any third party or otherwise breach, contravene or violate, constitute a default under, or give a third party the right to terminate or accelerate an obligation under, any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise reasonably be expected to result in a material risk waiver of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information; (c) access to a Contract to which the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; information or (eiv) such documents or information are reasonably pertinent relate to any adverse Legal Proceeding between the evaluation or negotiation of this Agreement, the transactions contemplated hereby or, subject to Section 5.2, an Acquisition Proposal or Superior Proposal, and (b) in each case, such access may be limited to the extent the Company reasonably determines, in light of COVID-19 or any COVID-19 Measures, that such access would jeopardize the health and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require safety of any employee of the Company Group or any of its Representatives Subsidiaries. In the event that the Company does not provide access or information in reliance on (x) clauses (a)(i), (a)(ii) or (a)(iii) of the preceding sentence, it shall use its reasonable best efforts to prepare communicate the applicable information to Parent in a way that would not violate any reportsapplicable Law, analysesContract or obligation or waive such a privilege, appraisalsand (y) clause (b) of the preceding sentence, opinions it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that the Company reasonably determines would not jeopardize the health and safety of any employee of the Company or other informationany of its Subsidiaries. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will 6.6 shall be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group or any of its Subsidiaries or create a material risk of damage or destruction to any property or assets of the Company Group. Any access to the properties or any of the Company Group will its Subsidiaries, shall be subject to the Company’s or any of its Subsidiaries’ reasonable security measures and insurance requirements requirements, and will shall not include the right to perform invasive testing. Notwithstanding anything to testing without the contrary Company’s prior written consent, in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Lawsole discretion. The terms and conditions of the Confidentiality Agreement will shall apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available 6.6. Nothing in this Section 6.6 shall be construed to Parent or any of its Representatives by or from require the Company or any Representatives of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel any of the Companyforegoing to prepare any new reports, analyses, appraisals, opinions or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightinformation.

Access. At all times during the period commencing with the execution (a) The Company shall afford, and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Closing, the Company will (and will shall cause its Subsidiaries to) afford Affiliates, agents, and representatives to afford, to Parent and to its Representatives officers, employees, accountants, consultants, legal counsel, financial advisors, prospective financing sources, Affiliates and agents and other representatives (collectively, “Representatives”) reasonable access during normal business hourshours (and at other times as may be mutually agreed), upon reasonable advance noticethroughout the period prior to the earlier of the Effective Time and the Termination Date, to the its and its Affiliates’ officers, employees, accountants, properties, offices and other facilitiescontracts, Contractscommitments, books and records and personnel any report, schedule or other document filed or received by it pursuant to the requirements of applicable Laws and shall furnish Parent with financial, operating and other data and information as Parent, through its officers, employees or other authorized representatives, may from time to time reasonably request in writing. Notwithstanding the foregoing, the Company shall not be required to afford such access if it would unreasonably disrupt the operations of the Company Groupor any of its Affiliates, except that the Company may restrict or otherwise prohibit access to would cause a violation of any documents or information to the extent that, (a) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract agreement to which the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group or any of its Representatives to prepare Affiliates is a party, or would constitute a violation of any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group or create a material risk of damage or destruction to any property or assets of the Company Group. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by , nor shall Parent or any of its Representatives in connection be permitted to perform any onsite procedure (including any onsite environmental study) with respect to any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any property of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practiceAffiliates, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel of the Company, or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement andexcept, with respect to any on site procedure, with the contractual termination Company’s prior written consent (which consent shall not be unreasonably withheld, delayed or acceleration right conditioned). (b) Parent hereby agrees that all information provided to it or its Representatives in connection with this Agreement and the consummation of the transactions contemplated by clause this Agreement shall be kept confidential in accordance with the Confidentiality and Nondisclosure Agreement, dated as of May 8, 2007 between the Company and Vestar Capital Partners V, L.P. (cthe “Confidentiality Agreement”) of this Section 7.4, obtaining a waiver with respect which Confidentiality Agreement shall continue to or consent under such contractual termination or acceleration rightapply.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX X and the ClosingEffective Time, the Company will (shall, and will shall cause its each of the Company Subsidiaries to) , afford Parent and its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company Groupand, except that during such period, the Company shall, and shall cause each of the Company Subsidiaries to, furnish promptly to Parent and its Representatives any information concerning its business, Taxes, properties or personnel as Parent may restrict reasonably request, including (i) any report, schedule and other document filed or otherwise prohibit access to furnished by it with the SEC and any documents or information material communication (including “comment letters”) received by the Company from the SEC in respect of such filings, and (ii) internal monthly consolidated financial statements of the Company and the Company Subsidiaries, to the extent thatprepared in the Ordinary Course of Business; provided, (a) however, that no information or knowledge obtained by Parent in any applicable Law investigation conducted pursuant to the access contemplated by this Section 5.03 shall affect or regulation requires be deemed to modify any representation or warranty of the Company Group to restrict set forth in this Agreement or otherwise prohibit access impair the rights and remedies available to such documents or information; (b) access Parent and Merger Sub hereunder. Subject to such documents or information would give rise to a material risk compliance with applicable Law, from the Effective Date until the earlier of waiving any attorney-client privilegethe termination of this Agreement and the Effective Time, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group is a party shall confer from time to time as reasonably requested by Parent with Parent or otherwise bound would violate its Representatives to discuss any material changes or cause a default pursuant to, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result developments in the disclosure operational matters of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on general status of the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require ongoing operations of the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other informationCompany. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will 5.03 shall be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group and the Company Subsidiaries or create a material risk of damage or destruction to any property or assets of the Company Group. Any access to the properties or any of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel of the Company, or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightSubsidiaries.

Access. At all times during On and after the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the ClosingClosing Date, the Company will (and Purchaser will cause its Subsidiaries to) the Companies to afford Parent promptly to the Seller and its Representatives agents reasonable access during normal business hours, upon reasonable advance notice, to the each of their respective properties, offices books, records, employees and other facilities, Contracts, books and records and personnel of the Company Group, except that the Company may restrict or otherwise prohibit access to any documents or information auditors to the extent thatnecessary to permit the Seller to determine any matter relating to its rights and obligations hereunder or to any period ending on or before the Closing Date; provided, (a) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilegehowever, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between access by the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will be conducted in a manner that does Seller shall not unreasonably and materially interfere with the conduct of the business of the Company Group Purchaser. The Purchaser shall promptly provide the Seller with copies of any environmental assessments or create a material risk audits of damage or destruction to any property or assets of the Company Group. Any access to the properties of the Company Group Seller conducted by the Purchaser or its representatives. The Purchaser will be subject hold, and will use its reasonable best efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by Requirements of Law, all confidential documents and information concerning the Company’s reasonable security measures and insurance requirements Seller or the Companies provided to it pursuant to this Section 6.2. The Purchaser agrees that it is not authorized to and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is (and will not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent or permit any of its Representatives in connection with officers, directors or Affiliates to) contact any investigation conducted pursuant director, employee, supplier, customer or other material business relation of the Seller or the Companies prior to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any Closing without the prior written consent of its Representatives by or from the Company or any of its Representatives Seller except for contacts in the ordinary course of their ongoing the Purchaser’s business arrangements consistent that do not make inquiry or disclosure respecting the Companies, the Seller, the transactions contemplated by this Agreement, the Purchaser’s contact or interaction with past practicethe Companies or the Seller, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel of the Company, or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) existence of this Section 7.4, it must do so by providing Parent, in reasonable detail, Agreement or any other interaction involving the nature of what is being prevented and/or withheld and Companies or the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightSeller.

Access. At all times during During the period commencing with on the execution and delivery date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the ClosingEffective Time, the Company will (and will cause its Subsidiaries to) shall afford Parent and its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company Groupand its Subsidiaries, except in each case for the purposes of facilitating the Merger and the other transactions contemplated by this Agreement, transition and integration planning and reviewing the performance and operations of the business, the Company and its Subsidiaries during such period (and not for the purpose of any actual or potential adverse action or dispute between the parties or their Affiliates); provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (ai) any applicable Law or regulation requires the Company Group or any of its Subsidiaries to restrict or otherwise prohibit access to such documents or information; , (bii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any third party or otherwise breach, contravene or violate, constitute a default under, or give a third party the right to terminate or accelerate an obligation under, any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise reasonably be expected to result in a material risk waiver of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information; (c) access to a Contract to which the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; information or (eiv) such documents or information are reasonably pertinent relate to any adverse Legal Proceeding between the evaluation or negotiation of this Agreement, the transactions contemplated hereby or, subject to Section 5.2, an Acquisition Proposal or Superior Proposal. In the event that the Company does not provide access or information in reliance on (x) clauses (i), (ii) or (iii) of the preceding sentence, it shall provide written notice to Parent of the reason for such restriction and use its Affiliatesreasonable best efforts to communicate the applicable information to Parent in a way that would not violate any applicable Law, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group Contract or any of its Representatives to prepare any reports, analyses, appraisals, opinions obligation or other informationwaive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will 6.6 shall be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group or any of its Subsidiaries or create a material risk of damage or destruction to any property or assets of the Company Group. Any access to the properties or any of the Company Group will its Subsidiaries, shall be subject to the Company’s reasonable security measures and insurance requirements requirements, and will shall not include the right to perform invasive testing. Notwithstanding anything to testing without the contrary Company’s prior written consent, in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Lawsole discretion. The terms and conditions of the Confidentiality Agreement will shall apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is 6.6. Nothing in this Section 6.6 or becomes available elsewhere in this Agreement shall be construed to Parent or any of its Representatives by or from require the Company or any Representatives of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel any of the Companyforegoing to prepare any reports, analyses, appraisals, opinions or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightinformation.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the ClosingEffective Time, the Company will (and will cause its Subsidiaries to) shall afford Parent and its Representatives reasonable access access, consistent with applicable Law, during normal business hours, upon reasonable advance noticenotice provided in writing to the General Counsel of the Company, or another Person designated in writing by the Company, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company Groupand its Subsidiaries, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (a) any applicable Law or regulation Contract requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group or any of its Subsidiaries is a party or otherwise bound as of the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business would violate or cause a default pursuant to, or give any a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets (including any source code) of Persons in a manner that would result in the Company, any such trade secrets no longer being protected as such under applicable Law following such disclosureof the Subsidiaries of the Company or any third Persons; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand; provided that in each case described in clauses (a) through (d) the Company shall cooperate with Parent and use its commercially reasonable efforts to develop alternative methods of providing such information in a manner that would not result in any violation, default, prejudice or loss of privilege. Subject to Section 7.19, nothing Nothing in this Section 7.4 6.8 will be construed to require the Company Group Company, any of its Subsidiaries or any of its their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will 6.8 shall be conducted in a manner that (i) does not unreasonably and materially interfere with the conduct of the business of the Company Group and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a material risk of damage or destruction to any property or assets of the Company Groupor its Subsidiaries. Any access to the properties of the Company Group and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Lawor other testing or sampling of any environmental media. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent Parent, Merger Sub or any of its their respective Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel of the Company, or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration right6.8.

Access. At all times during During the period commencing with on the execution and delivery date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the ClosingEffective Time, the Company will (and will cause its Subsidiaries to) shall afford Parent and its Representatives reasonable access during normal business hours, upon reasonable advance written notice, to the propertiesbooks, offices and other facilities, Contracts, books and records and personnel of the Company Groupand its Subsidiary, except in each case to the extent reasonably requested by Parent and its Representatives for purposes of furthering the consummation of the Transactions or integration planning relating thereto; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (a) any applicable Law or regulation requires the Company Group or its Subsidiary to restrict or otherwise prohibit access to such documents or information; , (b) granting such access would violate any obligations of the Company or its Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate, constitute a default under, or give a third party the right to terminate or accelerate an obligation under, any then effective Contract to which the Company or its Subsidiary is a party, (c) access to such documents or information would give rise reasonably be expected to result in a material risk waiver of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information; (c) access to a Contract to which the Company Group is a party information or otherwise bound would violate or cause a default pursuant to, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent relate to any adverse Legal Proceeding between the evaluation or negotiation of this Agreement, the Transactions or, subject to Section 6.2, an Alternative Proposal or Superior Proposal. In the event that the Company and does not provide access or information in reliance on clauses (a), (b) or (c) of the preceding sentence, it shall use its Affiliatesreasonable best efforts to communicate or provide access to the applicable information to Parent in a way that would not violate any applicable Law, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group Contract or any of its Representatives to prepare any reports, analyses, appraisals, opinions obligation or other informationwaive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will 7.5 shall be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group or its Subsidiary or create a material risk of damage or destruction to any property or assets of the Company Group. Any access to the properties of the Company Group will or its Subsidiary, shall be subject to the Company’s reasonable security measures and insurance requirements requirements, and will shall not include the right to perform invasive testing. Notwithstanding anything to testing without the contrary Company’s prior written consent, in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Lawsole discretion. The terms and conditions of the Confidentiality Agreement will shall apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is 7.5. Nothing in this Section 7.5 or becomes available elsewhere in this Agreement shall be construed to Parent or any of its Representatives by or from require the Company or any Representatives of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel any of the Companyforegoing to prepare any reports, analyses, appraisals, opinions or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightinformation.

Access. At all times during (a) From the period commencing with the execution and delivery of this Agreement and continuing until date hereof through the earlier to occur of the Closing or the termination of this Agreement pursuant to Article IX and the Closing, the Company will (and will cause its Subsidiaries to) afford Parent and its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company Group, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, (a) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group or create a material risk of damage or destruction to any property or assets of the Company Group. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical shall provide to the Purchaser and such Purchaser’s authorized agents, Affiliates, officers and representatives (including financing sources and their respective representatives) (a) reasonable access is not permitted under applicable Law. The terms to the books and conditions records, customers, properties, directors, managers and officers of the Confidentiality Agreement will apply Company, including copies of minutes of all meetings of directors and shareholders (and all actions by written consent) from September 22, 2014 through the Closing; provided, however, that such examinations and investigations shall be conducted during the Company’s normal business hours and in the presence of a designated representative of the Company and shall not unreasonably interfere with the operations and activities of the Company; (b) copies of all Contracts, books and records, documents relating to the terms of employment or any other matter relating to any information obtained by Parent officer, director, manager or employee of any of its Representatives in connection with any investigation conducted pursuant the Company and other existing documents and data as such Purchaser may reasonably request; and (c) such additional financial, operating and other data and information as such Purchaser may reasonably request. (b) Without limiting the foregoing, but subject to the access contemplated by other terms of this Section 7.46.3, other than the Company shall consult with the Purchaser, and allow the Purchaser the opportunity to reasonably participate in, at the Purchaser’s cost, and keep the Purchaser reasonably informed with respect to, any information that has been made, is or becomes available to Parent or Legal Action brought by any shareholder of its Representatives by or from the Company against the Company or any of its Representatives in directors or officers. The Company shall also provide the ordinary course officers of the Purchaser with access to the personnel of the Company relating to responsibilities and/or potential contractual arrangements of the Company to be effective on or after the Closing. Neither the Company, the Purchaser, nor any of their ongoing business arrangements consistent with past practicerespective subsidiaries, including in connection with Parent’s preparation shall be required to provide access to or to disclose information (i) where such access or disclosure would jeopardize the attorney-client privilege of its consolidated financial statements such party or its public reporting obligationssubsidiaries or contravene any Law, Order, fiduciary duty or binding agreement entered into prior to the date of this Agreement or (ii) relating to its board’s officers’, employees’, agents’, or financial advisers’ consideration or deliberation of the transactions contemplated hereby. The parties hereto shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of part (i) of the preceding sentence apply. (c) A designee of the Purchaser shall be invited and entitled to attend all meetings of the Board of Directors; provided, however, such individuals (i) will attend such meetings in an observational capacity only and shall not participate in any deliberations or decisions of such boards or committees, (ii) shall be excluded from any portions of such meetings involving (A) discussion relating to the transactions contemplated by this Agreement, (B) matters for which the inclusion of such individuals would or could reasonably be expected to violate applicable Law or Orders of a Governmental Entity, or (C) discussions relating to matters which are otherwise reasonably deemed by the Board of Directors to be confidential (together, “Board Confidential Matters”). Board packages and notices shall be submitted by the Company to the Purchaser for distribution to the Purchaser’s designated attendee simultaneously with their submission to board members; provided that information relating to Board Confidential Matters may be excluded therefrom. All requests for access information and materials provided pursuant to this Section 7.4 must Agreement shall be directed subject to the General Counsel provisions of the CompanyAmended Mutual Non-Disclosure Agreement entered into between Avenue Investments, L.P. and the Company as of January 9, 2014. (d) This Section 6.3 shall not affect or otherwise diminish or obviate in any respect, or another person designated by affect the Company. In the event that the Company objects Purchaser’s right to rely upon, any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth representations, warranties or covenants contained in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightAgreement.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until Until the earlier to occur of the termination of this Agreement pursuant to Article IX VII and the ClosingEffective Time, the Company will (and will cause shall afford Parent, its Subsidiaries to) afford Parent Affiliates and its Representatives financing sources and their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable advance noticeprior notice provided to the Company’s Chief Executive Officer and Chief Financial Officer, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company Groupas Parent may reasonably request; provided, except however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (a) any applicable Law law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information; (c) access to a Contract to which the Company Group or any of its Subsidiaries is a party or otherwise bound would violate or cause a default pursuant tounder, or give any Person a third party the right to terminate or accelerate the rights pursuant tounder, such ContractContract (it being agreed that the Company and Parent shall cooperate in good faith to design and implement alternative procedures to enable Parent to evaluate any such Contract without causing a violation or causing a default thereunder or giving any third party a right to terminate or accelerate the rights thereunder); or (d) access would result such disclosure relates to individual performance or personnel evaluation records, medical histories or other personnel information that in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between Company’s good faith opinion could subject the Company or any of its Subsidiaries to liability; and its Affiliatesprovided, on the one handfurther, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, that nothing in this Section 7.4 will 5.8 shall be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will 5.8 shall be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group and its Subsidiaries or create a material risk of damage or destruction to any property or assets of the Company Groupor any of its Subsidiaries. Any access to the Company’s properties of the Company Group will shall be subject to the Company’s reasonable security measures and insurance requirements and will shall not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will shall apply to any information obtained by Parent Parent, its Affiliates and its financing sources or any of its Representatives their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel of the Company, or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration right5.8.

Access. At all times during (a) From the period commencing with the execution and delivery of this Agreement and continuing date hereof until the earlier to occur Closing Date, Seller shall, at the prior written request of the termination of this Agreement pursuant to Article IX and the ClosingBuyer, the Company will (and will cause its Subsidiaries toi) afford Parent give Buyer and its Representatives Representatives, who are bound by the Mutual Confidentiality Agreement, reasonable access during normal business hours, upon reasonable advance notice, Working Hours to the offices and properties, offices and other facilities, Contracts, to copies of books and records and personnel records, of the Company Group, except that Group subject in all respects to any and all restrictions and protections related to the COVID-19 virus (or any variant or strain thereof) applicable to the Company may restrict Group or otherwise prohibit access that Seller and the Company Group have in effect; (ii) furnish to Buyer and its Representatives, who are bound by the Mutual Confidentiality Agreement, such financial and operating data and any documents or other information relating to the extent thatCompany Group and in the possession of Seller or the Company Group members as such Persons may reasonably request; and (iii) instruct the employees, (a) any applicable Law or regulation requires counsel and financial advisors of the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result cooperate with Buyer in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group or create a material risk of damage or destruction to any property or assets of the Company Group. Any investigation pursuant to this Section 5.04 shall be conducted in such manner as not to interfere unreasonably with the conduct of the Company Group or to violate any policies and procedures related to the COVID-19 virus (or any variant or strain thereof) that Seller or the Company Group has in effect or as required by a Governmental Authority or state Governor. Notwithstanding the foregoing, (A) Seller shall not be required to provide or cause to be provided access to or disclose or cause to be disclosed information where such access or disclosure would jeopardize the attorney-client or other privilege, contravene any Applicable Law or Contract or contravene any confidentiality undertaking; and (B) prior to the Closing Date and unless otherwise expressly required by any Governmental Authority, Buyer shall have no right to perform or cause to be performed any invasive or subsurface investigations of the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this AgreementGroup, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions including any sampling or testing of the Confidentiality Agreement will apply air, soil, surface water, groundwater, building materials or other environmental media, unless Seller consents in writing to any information obtained by Parent or any of its Representatives such investigations, which consent may be withheld in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with ParentSeller’s preparation of its consolidated financial statements or its public reporting obligationssole discretion. All requests for access information provided or obtained pursuant to this Section 7.4 must 5.04 shall be directed to kept confidential by Buyer and its Representatives in accordance with the General Counsel of Mutual Confidentiality Agreement. (b) From the Companydate hereof until the Closing Date, without Seller’s prior written consent, Buyer shall not, and shall cause its Affiliates not to, contact any customers, vendors or suppliers of, or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representativesother third parties having business relationships with, the Company Group members, provided that if Seller provides its written consent, any such contact shall cooperate be conducted in compliance with Parent the terms of the Mutual Confidentiality Agreement and Representatives of Seller shall be entitled to make appropriate substitute arrangements to permit reasonable substitute access notice of, and participation in, all such meetings. Notwithstanding the foregoing, this Section 5.04(b) shall not restrict Buyer or disclosure, including through the use of reasonable best efforts to take its Affiliates from any such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect contact does not relate to the contractual termination Company Group, this Agreement or acceleration right the transactions contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration righthereby.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the ClosingEffective Time, the Company will (and will cause its Subsidiaries to) afford Parent and its Representatives reasonable access (under Company supervision) during normal business hours, upon reasonable advance notice, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company GroupCompany, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (a) any applicable Law law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosurethird Persons; or (e) such documents or information relate to the negotiation and execution of this Agreement, are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Subject ; or relate to, subject to Section 7.195.3, nothing an Acquisition Proposal. Nothing in this Section 7.4 6.8 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 6.8 will be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group or create a material risk of damage or destruction to any property or assets of the Company Group. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations6.8. All requests for access pursuant to this Section 7.4 6.8 must be directed to the General Counsel of the Company, or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration right.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the ClosingEffective Time, the Company will (shall, and will shall cause its Subsidiaries to) , afford Parent and its Representatives financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, offices and other facilities, Contracts, books and records records, officers, agents and personnel of the Company Groupand its Subsidiaries and the Company shall, except and shall cause its Subsidiaries to furnish to Parent promptly, such information concerning the Company and its Subsidiaries business, personnel, assets, liabilities and properties as Parent may reasonably request; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (a) any applicable Law or regulation Order requires the Company Group to restrict or otherwise prohibit access to such documents or information; , (b) access to such documents or information would give rise to a material risk would, in the Company’s good faith opinion after consultation with outside legal counsel, result in the loss of waiving any attorney-client privilege, work product doctrine or other applicable legal privilege applicable to such documents or information; , (c) access to a Contract to which the Company Group or any of its Subsidiaries is a party or otherwise bound would violate or cause a default pursuant tounder, or give any Person a third party the right to terminate or accelerate the rights pursuant tounder, such Contract; Contract (provided that such contract is listed on Section 3.12 of the Company Disclosure Letter), or (d) access would result in subject to the disclosure terms of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (eSection 5.2(b) and Section 5.2(c), such documents or information are reasonably pertinent relate directly or indirectly to any adverse Legal Proceeding between Acquisition Proposals that the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group or any of its Representatives may have received from any Person or any discussions or negotiations that the Company or any of its Representatives is having with respect to prepare any reportsAcquisition Proposal or any other proposals that could lead to an Acquisition Proposal; and provided further, analysesthat no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 5.5 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent and Merger Sub hereunder. In the event that any of the Company or its Subsidiaries does not provide access or information in reliance on the preceding sentence, appraisalsit shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, opinions Order, Contract or other informationobligation or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will 5.5 shall be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group or its Subsidiaries, or create a material an unreasonable risk of material damage or destruction to any material property or assets of the Company Groupor any of its Subsidiaries. Any access to the Company’s or its Subsidiaries’ properties of the Company Group will shall be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Lawrequirements. The terms and conditions of the Confidentiality Agreement will shall apply to any information obtained by Parent or any of its Representatives financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations5.5. All requests for data and access pursuant under this Agreement shall be made only to this Section 7.4 must be directed to the General Counsel of the Company, or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of and through one or more of the matters set forth individuals designated in clauses (a) to (e) writing by an Executive Vice President of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightCompany.

Access. At all times during From the period commencing with the execution and delivery date of this Agreement and continuing until to the earlier to occur of the termination of this Agreement pursuant to Article IX and the ClosingEffective Time, the Company will shall, and shall cause each of its subsidiaries and each of their respective Representatives to use reasonable efforts to: (and will cause its Subsidiaries toi) afford provide to Parent and its Merger Sub and their respective Representatives reasonable access during normal business hourshours in such a manner as not to interfere unreasonably with the operation of the business conducted by the Company or any of its subsidiaries, upon reasonable advance noticeprior written notice to the Company, to the officers, employees, auditors, properties, offices and other facilities, Contracts, facilities of the Company and its subsidiaries and to the books and records thereof; and personnel (ii) furnish promptly to Parent and Merger Sub and their respective Representatives such information concerning the business, properties, contracts, assets and liabilities of the Company Groupand its subsidiaries as Parent and Merger Sub or their respective Representatives may reasonably request; provided that the foregoing shall not require the Company or any of its subsidiaries or Representatives to furnish any such materials that are otherwise publicly available; provided, except further, that the Company may restrict shall not be required to (or otherwise prohibit to cause any of its subsidiaries to) afford such access to any documents or furnish such information to the extent that, (a) any applicable Law or regulation requires that the Company Group to restrict or otherwise prohibit access to such documents or information; believes in good faith that doing so would: (bA) access to such documents or information would give rise to result in a material risk loss of waiving any attorney-client privilege, work privilege or work-product doctrine or other privilege applicable to such documents or informationprotection; (cB) access violate any obligations of the Company or any of its subsidiaries with respect to a confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company Group or any of its subsidiaries is a party party; or otherwise bound would violate or cause a default pursuant to(C) breach, contravene, or give violate any Person applicable law (including the right HSR Act or any other antitrust or competition law); provided, further, that the Company shall use commercially reasonable efforts to terminate obtain any consents of third parties that are necessary to allow such information to be disclosed to Parent, Merger Sub and their respective Representatives and shall otherwise use commercially reasonable efforts to allow for such access or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would does not result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; a breach of clauses (A), (B) or (e) C), including pursuant to the use of “clean room” arrangements pursuant to which Representatives of Parent could be provided access to such documents information). Notwithstanding anything contained in this Agreement to the contrary, neither party shall be required to provide any access or make any disclosure to the other pursuant to this Section 5.02 to the extent such access or information are is reasonably pertinent to any adverse Legal Proceeding between a litigation where the Company and or any of its Affiliatesaffiliates, on the one hand, and Parent and or any of its Affiliatesaffiliates, on the other hand, are adverse parties. Subject Parent and the Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive material to Section 7.19, nothing in be provided to the other under this Section 7.4 will 5.02 as “Outside Counsel Only Material.” Such materials and information contained therein shall be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant given only to the access contemplated by this Section 7.4 will be conducted in a manner that does not unreasonably and materially interfere with the conduct outside counsel of the business recipient and will not be disclosed by such outside counsel to employees, officers or directors of the Company Group or create a material risk of damage or destruction to any property or assets recipient unless express permission is obtained in advance from the source of the Company Groupmaterials (Parent or the Company, as the case may be) or its legal counsel. Any access to the Company’s properties of shall not unreasonably interfere with the Company Group will operations thereon, shall be subject to the Company’s reasonable security measures and insurance requirements and will shall not include the right to perform invasive any “invasive” environmental testing. Notwithstanding anything the foregoing, any access to any Leased Real Property shall be subject to the contrary in this Agreement, Company’s reasonable security measures and the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions insurance requirements of the Confidentiality Agreement will apply applicable Lease and shall not include the right to perform any information obtained by Parent “invasive” testing or soil, air or groundwater sampling, including, without limitation, any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel of the Company, or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightenvironmental site assessment.

Access. At all times As necessary during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the ClosingEffective Time, the Company will (and will cause its Subsidiaries to) shall afford Parent and its Representatives reasonable access access, consistent with applicable Law, during normal business hours, upon reasonable advance noticerequest, to the properties, offices and other facilities, Contracts, books and records records, Contracts and personnel (including employees and agents) of the Company Groupand its Subsidiaries solely to the extent necessary for the purpose of planning for the potential consummation of the Merger and the operation of the Company following the Closing. Notwithstanding the prior sentence, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (a) any applicable Law or regulation Contract requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk result in the waiver of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group or any of its Subsidiaries is a party or otherwise bound would violate or cause a default pursuant to, or give any a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets (including source code) of Persons in a manner that would result in the Company, any such trade secrets no longer being protected as such under applicable Law following such disclosureof its Subsidiaries or any third Persons; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand; provided that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of the foregoing clauses (a) through (e). Subject to Section 7.19, nothing Nothing in this Section 7.4 will 6.6 shall be construed to require the Company Group Company, any of its Subsidiaries or any of its their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will 6.6 shall be conducted in a manner that (i) does not unreasonably and materially interfere with the conduct of the business of the Company Group and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a material risk of damage or destruction to any property or assets of the Company Groupor its Subsidiaries. Any access to the properties of the Company Group will and its Subsidiaries (x) shall be subject to the Company’s reasonable safety and security measures and insurance requirements and will the terms of any underlying lease thereof, and (y) shall not include any testing, sampling, monitoring or analysis of soil, groundwater, building materials, indoor or ambient air, or other environmental media without the right to perform invasive testingwritten consent of the Company, which may be withheld at the Company’s sole discretion. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations covenants set forth above in this Section 6.6 by electronic means if physical access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligationsreasonably feasible. All requests for access pursuant to this Section 7.4 6.6 must be directed to the General Counsel of the Company, or another person designated in writing by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration right.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the ClosingEffective Time, the Company will (and will cause its Subsidiaries to) afford Parent and its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, offices and other facilities, Contracts, books and records records, facilities and personnel and Representatives of the Company GroupCompany, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (a) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or informationinformation so long as the Company has taken all reasonable steps to permit inspection of or to disclose such information and to respond in a timely manner to all subsequent queries by Parent and its Representatives based on such information on a basis that does not compromise the Company’s attorney-client or other privilege with respect thereto; or (c) access to a Contract in effect as of the date of this Agreement to which the Company Group or any of its Subsidiaries is a party or otherwise bound would violate or cause a default pursuant to, or give any a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19applicable Law, nothing in this Section 7.4 will be construed to require the Company Group or any will provide Parent with reports of its Representatives to prepare any reports, analyses, appraisals, opinions or other informationthe Company reasonably requested by Parent. Any investigation conducted pursuant to the access contemplated by this Section 7.4 6.6 will be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group and its Subsidiaries or create a material risk of damage or destruction to any property or assets of the Company Groupor its Subsidiaries. Any access to the properties of the Company Group and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations6.6. All requests for access pursuant to this Section 7.4 6.6 must be directed to the General Counsel of the Company, or another person designated in writing by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration right.

Access. At all times during the period commencing (a) Subject to compliance with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Closingapplicable Laws, the Company will (and will cause its Subsidiaries to) shall afford to Parent and to its Representatives officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives (collectively, “Representatives”) reasonable access access, solely for reasonable business purposes or purposes reasonably related to consummating the Offer and/or the Merger and carrying out post-Merger integration or post-Merger planning, during normal business hours, upon reasonable advance notice, throughout the period prior to the earlier of the Effective Time and the Termination Date, to the Company’s and its Subsidiaries’ properties, offices and other facilitiescontracts, Contractscommitments, Tax returns, personnel, work papers, books and records records, other than any such matters that relate to the negotiation and personnel execution of this Agreement, including with respect to the consideration or valuation of the Company GroupOffer or the Merger or any financial or strategic alternatives thereto, except or that relate to any Alternative Proposal or Superior Proposal. The foregoing notwithstanding, the Company may restrict or otherwise prohibit shall not be required to afford such access to any documents or information to (i) if such access would, in the extent thatCompany’s good-faith discretion, (ax) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving jeopardize any attorney-client privilege, work product doctrine or other legal privilege or trade secret protection or (y) contravene any applicable to such documents Law, fiduciary duty or information; binding agreement (c) access to a Contract including any confidentiality agreement to which the Company Group or any of its Affiliates is a party or otherwise bound would violate or cause a default pursuant to, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosureparty); or (eii) to such documents information that relates to the minutes of the meetings of the Company Board or its committees where the Company Board or any applicable committee discussed the transactions contemplated by this Agreement or any financial or strategic alternatives thereto (including any presentations or other materials prepared by or for the Company Board or committees thereof, whether in connection with a specific meeting, or otherwise relating to such subject matter); provided that, in the case of clause (i), the Company shall use commercially reasonable efforts to make appropriate substitute arrangements (including by way of example by entering into a joint defense or other similar agreement) to permit disclosure to the maximum extent legally permissible that would not violate such attorney-client or other legal privilege or trade secret protection or contravene any applicable Law, fiduciary duty or binding agreement. Notwithstanding anything contained in this Agreement to the contrary, the Company shall not be required to provide any access or make any disclosure pursuant to this Section 5.3 to the extent such access or information are is reasonably pertinent to any adverse Legal Proceeding between a litigation where the Company and or any of its Affiliates, on the one hand, and Parent and its Parent, Merger Sub or any of their respective Affiliates, on the other hand. Subject , are adverse parties or reasonably likely to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group or create a material risk of damage or destruction to any property or assets of the Company Group. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testingbecome adverse parties. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above to provide access to properties, contracts, commitments, Tax returns, personnel, work papers, books and records and any other documents and information by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will apply . (b) Parent agrees that all information provided to any information obtained by Parent it or any of its Representatives in connection with any investigation conducted pursuant to this Agreement and the access consummation of the transactions contemplated by this Section 7.4Agreement shall be deemed to be “Information”, other than any information that has been madeas such term is used in, is or becomes available to Parent or any and shall be treated in accordance with, the confidentiality agreement, dated as of its Representatives by or from December 2, 2024, between the Company or any and Parent (the “Confidentiality Agreement”) and the Clean Team Agreement, dated as of its Representatives in December 19, 2024, between the ordinary course Company and Parent (the “Clean Team Agreement”), both of their ongoing business arrangements consistent with past practicewhich, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed notwithstanding anything to the General Counsel of the Company, or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters contrary set forth therein, shall continue in clauses (a) full force and effect until the Closing Date. If for any reason this Agreement is terminated prior to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detailthe Closing Date, the nature of what is being prevented and/or withheld Confidentiality Agreement and the reasons therefor, Clean Team Agreement shall nonetheless continue in full force and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate effect in accordance with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration righttheir respective terms.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX X and the ClosingAppointment Time, the Company will (and will cause its Subsidiaries to) shall afford Parent and its Representatives financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company GroupCompany; provided, except however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (ai) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; , (bii) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information; , or (ciii) access to a Contract to which the Company Group or any of its Subsidiaries is a party or otherwise bound would violate or cause a default pursuant tounder, or give any Person a third party the right to terminate or accelerate the rights pursuant tounder, such Contract; (d) and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access would result contemplated by this Section 6.4 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the disclosure of any material trade secrets of Persons rights and remedies available to Parent and Acquisition Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a manner way that would result in any not violate the applicable Law, Contract or obligation or to waive such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other informationa privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will 6.4 shall be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group and its Subsidiaries or create a material risk of damage or destruction to any property or assets of the Company Groupor any of its Subsidiaries. Any access to the Company’s properties of the Company Group will shall be subject to the Company’s reasonable security measures and insurance requirements and will shall not include the right to perform invasive testing. Notwithstanding anything The Company shall make available to the contrary in this AgreementParent, by 11:59 p.m. (Pacific time) on August 23, 2010, (i) a list of commercial Software code that is incorporated by the Company may satisfy or its obligations set forth above Subsidiaries into the products of the Company and its Subsidiaries and that is licensed to Company or its Subsidiaries by electronic means if physical access is not permitted under a third party pursuant to a negotiated license with the Company or its Subsidiaries, and (ii) copies of the applicable Lawlicenses; in each case, excluding “open source” Software and Software licensed pursuant to non-negotiable Contracts (including “shrink-wrap” and “click-through” Contracts). The terms and conditions of the Confidentiality Agreement will shall apply to any information obtained by Parent or any of its Representatives financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel of the Company, or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration right6.4.

Access. At all times during (a) For purposes of furthering the period commencing with Mergers but subject to the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Closingfollowing sentence, the Company will (shall, and will shall cause its the Company Subsidiaries to, (x) afford Parent and its Representatives reasonable access during normal business hours, hours and upon reasonable advance notice, throughout the period prior to the Effective Time, to its and its Subsidiaries’ personnel, properties, offices and other facilities, Contracts, books and records and any report, schedule or other document filed or received by it pursuant to the requirements of applicable Laws and, during such period and (y) make available to Parent and its Representatives all other available information concerning its business, developed and in-development products, properties and personnel as Parent may reasonably request. Parent will use its reasonable best efforts to minimize any disruption to the businesses of the Company Groupthat may result from such requests for access, except data and information. The Company shall, and shall cause its Subsidiaries to, without limitation to the preceding obligations, make available to Parent and its Representatives (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of U.S. federal securities laws (other than reports or documents that the Company may restrict or otherwise prohibit access is not permitted to any documents or information to the extent that, (a) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such disclose under applicable Law following such disclosure; or Law) and (eii) such documents or information are reasonably pertinent to any adverse Legal Proceeding a copy of all substantive correspondence between the Company and or any of its AffiliatesSubsidiaries, on the one hand, and Parent and its Affiliatesany party to a Contract, on the other hand. Subject , with regard to Section 7.19any material action, nothing consent, approval or waiver that is required to be taken or obtained with respect to such Contract in this Section 7.4 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will be conducted in a manner that does not unreasonably and materially interfere connection with the conduct consummation of the business of the Company Group or create a material risk of damage or destruction to any property or assets of the Company GroupMergers. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this AgreementThe foregoing notwithstanding, the Company may satisfy its obligations set forth above by electronic means shall not be required to provide access to or make available to any person any document or information if physical access is not permitted under applicable Law. The terms and conditions doing so would, in the reasonable judgment of the Confidentiality Agreement will apply to Company, as applicable, after consultation with its outside counsel, (A) violate any information obtained by Parent or any Law, (B) result in a violation of its Representatives in connection a confidentiality agreement with any investigation conducted pursuant a third party entered into prior to the access contemplated by date of this Section 7.4Agreement or (C) jeopardize the attorney-client, attorney work product or other than any information that has been made, is or becomes available to Parent or any legal privilege of its Representatives by or from the Company or any of its Subsidiaries. (b) No investigation by the Company or Parent or their respective Representatives shall affect or be deemed to modify or waive the representations and warranties of the other Party set forth in the ordinary course of this Agreement. (c) The Parties hereby agree that all information provided to them or their ongoing business arrangements consistent with past practice, including respective Representatives in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to Agreement and the General Counsel consummation of the CompanyMergers shall be governed in accordance with the confidentiality agreement, or another person designated dated as of March 20, 2017, by the Company. In the event that and between the Company objects to any request submitted pursuant to this Section 7.4 on and Parent (the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightConfidentiality Agreement”).

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Closing, the Company will (and will cause its Subsidiaries to) afford Parent and its Representatives the Purchaser reasonable access access, consistent with applicable Law, during normal business hours, upon reasonable advance noticenotice provided in writing to the General Counsel of the Company, or another Person designated in writing by the Company, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company GroupCompany, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, : (a) any applicable Law or regulation Contract requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) such disclosure relates to interactions with other prospective buyers or transaction partners of the Company or the negotiation of this Agreement and the transactions contemplated hereby, or information relating to the analysis, valuation or consideration of the Transactions or the transactions contemplated hereby, in each case, subject to Section 5.3, which shall not be limited by this Section 6.7(c); (d) access to a Contract to which the Company Group or any of its Subsidiaries is a party or otherwise bound would violate or cause a default pursuant to, or give any a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (de) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosurethird Persons; or (ef) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent the Purchaser and its Affiliates, on the other hand; provided that the Company shall use reasonable best efforts to provide such documents or information in a manner that does not violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, any Contract or cause such documents or information to cease to benefit from legal privilege, including by redacting or obtaining consent in connection therewith. Subject to Section 7.19, nothing Nothing in this Section 7.4 6.7 will be construed to require the Company Group Company, any of its Subsidiaries or any of its their respective Representatives to prepare any reports, analyses, appraisals, opinions appraisals or other informationopinions. Any investigation conducted pursuant to the access contemplated by this Section 7.4 6.7 will be conducted in a manner that (i) does not unreasonably and materially interfere with the conduct of the business of the Company Group and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a material risk of damage or destruction to any property or assets of the Company Groupor its Subsidiaries. Any access to the properties of the Company Group and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media of the sort generally referred to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Lawas a “Phase II” environmental investigation. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent the Purchaser or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.46.7; provided that, other than notwithstanding any information that has been madeprovision to the contrary in the Confidentiality Agreement, is or becomes available to Parent or the Purchaser and any of its Representatives by or from shall be permitted to disclose to the Other Purchasers and their respective Representatives any information of the Company and discuss with the Other Purchasers and their respective Representatives any information of the Company, in each case, including in connection with the Transactions or any of other Acquisition Proposal, except that the Purchaser or its Representatives shall not disclose to the Other Purchasers or their respective Representatives any Company information that is competitively sensitive and is designated in writing by the Company to be for such Purchaser’s access only (or that otherwise directly relates only to commercial matters or arrangements of the Company in the ordinary course of their ongoing business arrangements consistent with past practice(and not the Transaction or any Acquisition Proposal) and, including in connection with Parent’s preparation of its consolidated financial statements notwithstanding the foregoing, would otherwise be prohibited to be disclosed by the Purchaser or its public reporting obligationsapplicable Affiliates pursuant to another confidentiality agreement between the Purchaser or its Affiliates and the Company or its Affiliates). All requests for access pursuant to this Section 7.4 6.7 must be directed to the General Counsel of the Company, or another person designated in writing by the Company. In Notwithstanding any provision to the event that contrary in the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detailConfidentiality Agreement, the nature of what is being prevented and/or withheld and Confidentiality Agreement shall automatically terminate at the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightClosing.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the ClosingEffective Time, the Company will (and will cause its Subsidiaries to) afford Parent and its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, offices and other facilities, Contracts, books and records records, facilities and personnel and Representatives of the Company GroupCompany, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (a) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information, provided that the Company shall take all reasonable steps to permit inspection of or to disclose such information and to respond in a timely manner to all subsequent queries by Parent and its Representatives based on such information on a basis that does not compromise the Company’s attorney-client or other privilege with respect thereto; (c) access to a Contract in effect as of the date of this Agreement to which the Company Group or any of its Subsidiaries is a party or otherwise bound would violate or cause a default pursuant to, or give any a third Person the right to terminate or accelerate the rights pursuant to, such Contract; or (d) such access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will be conducted in a manner that does not unreasonably and materially interfere interferes with the conduct of the business of the Company Group and its Subsidiaries or create creates a material risk of damage or destruction to any property or assets of the Company Groupor its Subsidiaries. Subject to applicable Law and the immediately preceding sentence, the Company will provide Parent with reports of the Company reasonably requested by Parent. Any access to the properties (including systems) of the Company Group and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreementherein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law. The terms and conditions Law as a result of the Confidentiality Agreement will apply to any information obtained by Parent COVID-19 or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel of the Company, or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration right.COVID-19

Access. At all times during (a) For purposes of furthering the period commencing with Merger but subject to the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Closingfollowing sentence, the Company will (shall, and will shall cause its the Company Subsidiaries to, (x) afford Parent and its Representatives reasonable access during normal business hours, upon reasonable advance noticethroughout the period prior to the Effective Time, to the its and its Subsidiaries’ personnel, properties, offices and other facilities, Contracts, books and records and any report, schedule or other document filed or received by it pursuant to the requirements of applicable Laws and, during such period and (y) make available to Parent and its Representatives all other available information concerning its business, properties and personnel as Parent may reasonably request. Parent will use its reasonable best efforts to minimize any disruption to the businesses of the Company Groupthat may result from such requests for access, except that data and information. Each of the Company may restrict or otherwise prohibit access to any documents or information and Parent shall, and shall cause its respective Subsidiaries to, without limitation to the extent thatpreceding obligations, make available to the other Party and its Representatives (ai) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of U.S. federal securities laws (other than reports or documents that such disclosing Party is not permitted to disclose under applicable Law) and (ii) a copy of all substantive correspondence between the disclosing Party or any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving its Subsidiaries and any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access party to a Contract with regard to which any material action, consent, approval or waiver that is required to be taken or obtained with respect to such Contract in connection with the consummation of the Merger. The foregoing notwithstanding, neither the Company Group is nor Parent shall be required to provide access to or make available to any person any document or information if doing so would, in the reasonable judgment of the Company or Parent, as applicable, after consultation with its respective outside counsel, (A) violate any Law, (B) result in a violation of a confidentiality agreement with a third party entered into prior to the date of this Agreement or otherwise bound would violate entered into after the date of this Agreement in the ordinary course of business consistent with past practice, (C) jeopardize the attorney-client, attorney work product or cause other legal privilege of a default pursuant toParty or any of its Subsidiaries, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (dD) access would result in the disclosure of any material trade secrets of Persons the Company or any third parties. (b) No investigation by the Company or Parent or their respective Representatives shall affect or be deemed to modify or waive the representations and warranties of the other Party set forth in a manner this Agreement. (c) The Parties hereto hereby agree that would result all information provided to them or their respective Representatives in any such trade secrets no longer being protected connection with this Agreement and the consummation of the Merger shall be governed in accordance with the amended and restated confidentiality agreement, dated as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding of June 15, 2016, between the Company and its Affiliates, on Parent (the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group or create a material risk of damage or destruction to any property or assets of the Company Group. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this “Confidentiality Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel of the Company, or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration right”).

Access. At all times during During the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX ARTICLE VIII and the ClosingEffective Time, each of the Company will (and will cause its Subsidiaries to) Parent shall afford Parent the other and its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, offices hours and other facilities, Contracts, books and records and personnel of the Company Group, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, (a) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will be conducted in a manner that does not unreasonably and materially disrupt or interfere with business operations, upon reasonable notice, to its properties, books and records, Contracts, Permits, and personnel, as such party may reasonably request; provided, however, that the conduct of the business of the Company Group or create a material risk of damage or destruction to any property or assets of the Company Group. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will (as amended pursuant to Section 6.09) shall apply to any information obtained by provided to Parent or any of its Representatives in connection with any investigation conducted the Company pursuant to the access contemplated by this Section 7.46.06; and provided further, other than that neither Parent nor the Company shall be required to, or be required to cause its Subsidiaries to, afford access or disclose any information that has been madewould, is or becomes available to in the reasonable judgment of Parent or the Company, as the case may be, (a) violate any Applicable Law or Order (including Antitrust Laws and COVID-19 Measures), (b) result in a violation of its Representatives by a confidentiality agreement with a third party entered into prior to the date of this Agreement or from entered into after the date of this Agreement in the Ordinary Course or (c) jeopardize the attorney-client, attorney work product or other legal privilege of Parent or the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel of the Company, or another person designated by the Companyrespective Subsidiaries. In the event that the Company objects or Parent does not provide access to any request submitted pursuant or disclose information to this Section 7.4 Parent or the Company in reliance on the basis of one or more final proviso of the matters set forth in clauses (a) to (e) of this Section 7.4preceding sentence, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company party shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of communicate such information and documents to the other party in a manner that does not result in the violation of any such obligation, Applicable Law or Order or the jeopardy of such protections. Notwithstanding the foregoing, neither Parent nor the Company shall be permitted to remove the basis for the objection, perform any on-site procedures (including by arrangement of appropriate “counselan on-to-counsel” disclosure, clean room procedures, redaction and site environmental or other customary procedures, entry into a customary joint defense agreement and, study) with respect to any property of the contractual termination other party or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightthe other party’s Subsidiaries without the other party’s prior written consent.

Access. At all times during (a) From the period commencing with the execution and delivery of this Agreement and continuing date hereof until the earlier to occur of the Closing or termination of this Agreement pursuant to Article IX Agreement, upon reasonable notice, Seller shall, and the Closing, the Company will (and will shall cause its Subsidiaries to, furnish to the representatives of Buyer such additional financial and operating data and other material information regarding the Business (or copies thereof) afford Parent and its Representatives reasonable access as Buyer may from time to time reasonably request; provided, however, that any such furnishing of information shall be conducted during normal business hours, upon reasonable advance notice, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company Group, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, (a) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to in such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent not to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will be conducted in a manner that does not unreasonably and materially interfere with the conduct normal operations of the business Business; provided, further, that any requests by Buyer for such furnishing of the Company Group information shall be made in writing to Seller’s General Counsel (such requests not to be unreasonably withheld or create a material risk of damage or destruction to any property or assets of the Company Group. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testingdelayed). Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to Buyer if such disclosure would (i) jeopardize any attorney-client or other legal privilege, (ii) contravene any applicable Laws (including applicable Antitrust/Competition Laws), fiduciary duty or binding agreement entered into prior to the Company date hereof, (iii) disrupt or jeopardize any material customer or vendor relationship or (iv) include Tax information pertaining to Seller or its Affiliates that is not related to the Business. (b) From and after the Closing Date, each Party shall, and Buyer shall cause the Business to, retain the books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers relating to the Transferred Assets, Assumed Liabilities and the Business in such Party’s or its Affiliates’ possession (the “Books and Records”) for seven (7) years or for such longer period as may satisfy be required by Law. (c) From and after the Closing Date, the Parties shall allow each other, and Buyer shall, and shall cause its obligations Affiliates to, allow Seller, its Affiliates and their respective representatives, reasonable access to the Books and Records and to personnel having knowledge of the whereabouts and/or contents of the Books and Records, during normal business hours for legitimate non-competitive business reasons, including all information required to calculate and verify the amounts set forth above in the preparation of Seller’s Tax Returns and to facilitate the investigation, litigation, defense and final disposition of any Proceedings that may have been or may be made against any Party or its Affiliates. Each Party shall be entitled to recover its out-of-pocket costs (including copying costs) incurred in providing such Books and Records to the other Party. All such information accessed by electronic means if physical access Seller, its Affiliates and their respective representatives shall be considered to be included in the definition of “Confidential Information” and governed by Section 6.14. Buyer shall cause its Affiliates to, hold in confidence all confidential information identified as such by, and obtained after the Closing from, the disclosing Party, any of its officers, agents, representatives or employees; provided, however, that information that (i) was in the public domain other than as a result of a breach of this Agreement; (ii) is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will apply required by law to be disclosed pursuant to any oral questions, interrogatories, requests for information obtained by Parent or other documents in legal proceedings, subpoena, civil investigative demand or any other similar process, pursuant to the applicable rules of any stock exchange or self regulatory organization on which Buyer or any of its Representatives in connection with any investigation conducted Affiliates lists securities, or pursuant to the access contemplated any applicable Law, or (iii) disclosed by this Section 7.4, other than any information that has been made, is or becomes available to Parent Buyer or any of its Representatives by or from the Company Affiliates that is reasonably necessary for Buyer or any of its Representatives Affiliates to exercise its rights or satisfy and perform its covenants and obligations under this Agreement or any of the Ancillary Agreements, in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation each case shall not be deemed to be confidential information. If Buyer or any of its consolidated financial statements Affiliates is requested or its public reporting obligations. All required by oral questions, interrogatories, requests for access information or other documents in legal proceedings, subpoena, civil investigative demand or any other similar process, pursuant to this Section 7.4 must the applicable rules of any stock exchange or self regulatory organization on which Buyer or any of its Affiliates lists securities or pursuant to any applicable Law, to disclose any confidential information, then Buyer shall provide Seller with prompt written notice of such request or requirement so that Seller may seek a protective order or other remedy in respect of such disclosure. If such a protective order or other remedy is not obtained by or is not available to Seller, then Buyer and its Affiliates shall use commercially reasonable efforts to ensure that only the minimum portion of such confidential information that is legally required to be directed disclosed is so disclosed, and Buyer and its Affiliates shall use commercially reasonable efforts to the General Counsel of the Company, or another person designated by the Companyobtain assurances that confidential treatment shall be given to such confidential information. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detailaddition, the nature of what is being prevented and/or withheld Parties agree that confidential information may only be used for the purpose for which it was supplied. (d) Each Party agrees to consult in good faith and cooperate with the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent other Party and its Representativesrepresentatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions advisors and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objectionemployees, including by arrangement making its employees and advisors available to the other Party as reasonably requested, in the closing of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction the Seller Group’s books and other customary procedures, entry into a customary joint defense agreement and, records with respect to the contractual termination Business as of the Closing Date in accordance with Seller’s regular closing schedule and procedures. (e) From the date hereof until the date which is 30 days from the date hereof (provided that Seller has complied with its obligations under this Section 6.4(e)), upon reasonable advance notice from the Buyer, Seller shall, and shall cause each of its Subsidiaries to, cooperate with Buyer and use commercially reasonable efforts to permit Buyer and its environmental consultant, at mutually agreed upon dates and times, to have reasonable nonexclusive access to the properties listed on Schedule 6.4(e) and to the extent of any such leased property, the portion of the property to which Seller or acceleration its Subsidiary has the right contemplated by clause to occupy or access (c) subject to the last sentence of this Section 7.46.4(e), obtaining “Phase I Properties”), for the limited purpose of undertaking, at Buyer’s sole cost and expense, ASTM E1527-05 Phase I Environmental Site Assessments and all other comparable environmental site assessments (together, subject to the last sentence of this Section 6.4(e), the “Phase I Assessments”), provided however, Buyer and its environmental consultant shall not unreasonably interfere with the operations of Seller and its Subsidiaries or undertake any invasive or destructive testing on the Phase I Properties and, provided further that Buyer agrees to provide, prior to Closing, copies of all reports prepared by Buyer’s environmental consultant on the Phase I Properties. Notwithstanding the list of Phase I Properties on Schedule 6.4(e), if after Seller’s commercially reasonable efforts, Buyer and its environmental consultant are not allowed reasonable access to any Leased Real Properties by any such Leased Real Properties’ lessors and are not able to complete Phase I Assessments for any of such Leased Real Properties, then such Leased Real Properties shall not be deemed to be Phase I Properties. Buyer and Seller shall reasonably cooperate with any environmental consultant engaged by Buyer in order to timely complete the Phase I Assessments. Notwithstanding anything herein to the contrary, in order to be included as a waiver Phase I Assessment, a Phase I Assessment must be completed within thirty (30) days of the date hereof (provided that Seller has complied with its obligations under this Section 6.4(e)) and any Phase I Property with respect to or consent any such Phase I Assessment that is not completed in such thirty (30) day period (provided that Seller has complied with its obligations under such contractual termination or acceleration rightthis Section 6.4(e)) shall no longer be deemed a Phase I Property.

Access. At (a) Subject to all times during applicable Laws (including any banking rules, regulations of any Governmental Authority and any requirements in relation to the period commencing with Banking Licenses) and the execution and delivery other provisions of this Agreement and continuing Section 7.6, until the earlier to occur of the termination of this Agreement pursuant to Article IX and the ClosingEffective Time, the Company will (shall upon reasonable prior notice provided by the Parent Group and will cause its Subsidiaries to) at the Parent Group’s sole expense, afford Parent Group’s officers and its other authorized Representatives reasonable access during normal business hoursaccess, upon at all reasonable advance notice, times to the Company’s or its Subsidiaries’ (as applicable) Contracts, books and records (in each case, whether in physical or electronic form) and officers, as well as properties, offices and other facilities, Contractsand, all other information and documents concerning its business, financial condition and operations, properties and personnel as Parent Group may reasonably request; provided, that with respect to any discussions regarding future employment terms and any Banking Licenses, such access shall be done in coordination with the Company, provided further, that any such access or furnishing of information shall be under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company and its Subsidiaries. (b) Without limiting the foregoing, the Company will provide to Parent Group, simultaneously with their provision of the same to any shareholder of the Company, with a copy of the true and correct unaudited consolidated statements of financial position and related consolidated statements of income and cash flows of the Company and its Subsidiaries for the most recent month-end prepared using the books and records and personnel of the Company Groupand its Subsidiaries delivered to the shareholders after the date hereof. [***] Certain information in this document has been excluded pursuant to Regulation S-K, except Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. (c) Notwithstanding anything to the contrary in this Agreement, nothing in this Section 7.6 shall require and shall not be construed to require the Company to provide the Parent Group or its Affiliates any access or furnish any such information that the Company may restrict reasonably believes would (i) result in the disclosure of any trade secrets of any third parties or otherwise prohibit access breach of the terms of any confidentiality obligations, to which the Company or any documents or information of its Subsidiaries is bound, in any agreement with a third party entered into prior to the extent thatdate of this Agreement, (aii) result in a violation of, or contravene, any applicable Law Laws, fiduciary duty or regulation requires Contract of the Company Group or its Subsidiaries, (iii) compromise or constitute a waiver of any attorney-client or attorney work product privilege or other legal privilege of the Company or its Affiliates, and all such information that is entitled to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any protection under the attorney-client privilege, work product doctrine or other applicable privilege applicable shall remain entitled to such documents or information; (c) access to a Contract to which protection under these privileges, this Agreement, and under the Company Group is a party or otherwise bound would violate or cause a default pursuant tojoint defense doctrine, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (div) access would result in the disclosure of any material trade secrets of Persons in a manner sensitive or personal information that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between expose the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group or create a material risk of damage or destruction to any property or assets of the Company Group. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreementliability, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4provided, other than any information that has been madehowever, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel of the Company, or another person designated by the Company. In the event that the Company objects to shall notify Parent Group when information or records are being withheld because of restrictions that are based on any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in foregoing clauses (ai) to through (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightiv).

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Closing, the (a) The Company will shall (and will cause its Subsidiaries toi) afford Parent make available for inspection by Buyer and its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the such of its properties, offices and other facilities, Contractsassets, books of accounts, records (including the work papers of its independent accountants), data and records Intellectual Property, and personnel of the Company Group, except that the Company may restrict or otherwise prohibit access to Contracts and any documents or information other materials to the extent that, (a) any applicable Law or regulation requires the Company Group reasonably requested by Buyer relating to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliatesexisting and prospective businesses and assets and Liabilities, on the one handin each case, upon reasonable notice and at such times as Buyer may reasonably request, and Parent (ii) make available to Buyer and its AffiliatesRepresentatives, on the officers, other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require senior management and Representatives of the Company Group or any of for interviews, upon reasonable notice at such times as Buyer and its Representatives may reasonably request, to prepare verify and discuss the information furnished to Buyer and its Representatives and otherwise discuss the Company’s existing and prospective businesses and assets and Liabilities. (b) Any and all such inspections, interviews, and access for investigations shall be conducted in compliance with applicable Law (including any reportsapplicable competition, analysesantitrust or trade regulation Law), appraisals, opinions in accordance with the terms of any applicable lease or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will be conducted applicable agreements, during normal business hours and in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group or create a material risk of damage or destruction to any property or assets of the Company Group. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything herein to the contrary in this Agreementcontrary, the Company may satisfy its obligations set forth above by electronic means if physical no such access is not or examination shall be permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information extent that has been made, is or becomes available to Parent or any of its Representatives by or from it would require the Company or any of its Representatives the Seller to disclose information if such disclosure (i) would result in the ordinary course waiver of their ongoing business arrangements consistent with past practiceany attorney-client privilege or attorney work product privilege, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant (ii) would breach any third party confidentiality obligations to this Section 7.4 must be directed to which the General Counsel of the CompanyCompany is bound, or another person designated by the Company. In the event that the Company objects to (iii) would violate any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parentapplicable Law; provided that, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representativeseach case, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit use its commercially reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures communicate to as promptly as practicable permit such access and Buyer the furnishing of such requested information and documents in a manner way that would not result in any waiver, breach, or violation contemplated by clauses (i) through (iii), respectively. (c) The Buyer shall, and shall procure that the Company (or the relevant Group Company) shall, for a seven year period after Closing, retain and permit the Seller to remove have reasonable access to (with the basis for right to take copies at the objectionSeller’s expense) the books, including by arrangement records, documents and information of appropriate the Company to the extent they relate to periods prior to Closing and with the exception of Seller Excluded Materials (“counsel-to-counsel” disclosureTransferred Records”). Without prejudice to the foregoing, clean room proceduresthe Buyer shall permit the Seller to seek the reasonable assistance of the persons who were employees of the Company at the Relevant Time, redaction and other customary procedureswhilst they remain so, entry into a customary joint defense agreement and, to answer queries or otherwise assist the Seller with respect to the contractual termination or acceleration right contemplated by clause (c) Transferred Records. For the purposes of this Section 7.48.1(c), obtaining “Seller Excluded Materials” shall mean such documentation and materials (or parts thereof) the disclosure of which would cause a risk of loss or waiver with respect to of privilege for the Buyer or consent under such contractual termination any of the Buyer Group Companies, where disclosure would be in breach of law or acceleration rightregulation or that involve any trade secrets or other highly confidential information of the Buyer or any of the Buyer Group Companies.

Access. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the ClosingAppointment Time, the Company will (and will cause its Subsidiaries to) shall afford Parent and its Representatives accountants, legal counsel and other representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company Groupto enable Parent to obtain all information concerning the business, except including the status of product development efforts, properties, results of operations and personnel of the Company, as Parent may reasonably request; provided, however, that notwithstanding the foregoing, neither the Company may restrict or otherwise prohibit nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would contravene any documents Legal Requirement or information Order or that would reasonably be expected to the extent that, (a) any applicable Law violate or regulation requires the Company Group to restrict result in a loss or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk impairment of waiving any attorney-client privilege, or work product doctrine privilege. In furtherance of the foregoing, no information identifying individual employees or other privilege applicable to such documents or information; (c) access to a Contract to which the consultants of Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group or any of its Representatives Subsidiaries or protected personal information regarding such employees or consultants will be disclosed under this Agreement (including in the Company Disclosure Schedule) in respect of employees or consultants that are employed (or were employed and remain domiciled) in any country that has enacted legislation implementing the EU Personal Data Privacy Directive or similar legislation, except to prepare the extent permitted by a contractual undertaking entered into by the Company and Parent regarding maintenance of privacy of such data in a form reasonably necessary to effect compliance with such legislation. (b) In particular, but without limitation, from and after the date of this Agreement, Parent and its agents, contractors and representatives shall have the right and privilege of entering upon all properties leased or occupied by the Company or any reportsof its Subsidiaries and of reviewing the Company’s books and records regarding such properties from time to time as needed to make any inspections, analysesevaluations, appraisals, opinions surveys or other information. Any tests which Parent may deem necessary or appropriate. (c) No information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 7.4 will 6.6: (i) shall affect or be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business deemed to modify any representation or warranty of the Company Group set forth herein or create a material risk of damage or destruction to any property or assets of the Company Group. Any access conditions to the properties obligations of Parent and Merger Sub to consummate the Company Group will be subject transactions contemplated hereby, including the Offer and the Merger, (ii) shall limit or otherwise affect Parent’s right to rely on the Company’s reasonable security measures representations and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary warranties in this Agreement, (iii) shall be interpreted as a waiver of Parent’s rights or remedies under this Agreement and applicable Legal Requirements or (iv) shall otherwise limit, impair or affect the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted remedies available to Parent and Merger Sub under this Agreement and applicable LawLegal Requirements. The terms and conditions of the Confidentiality Agreement will shall apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available provided to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel of the Company, or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration right6.6.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the ClosingInterim Period, the Company will (and will cause its Subsidiaries to) afford Parent and its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company Group, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (a) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material reasonably likely risk of waiving (or otherwise jeopardize) any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the any Company Group Member is a party or otherwise bound would violate or cause a material default pursuant to, or give any a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosurethird Persons; or (e) in the Company’s reasonable, good faith discretion, restricting or prohibiting access is advisable in connection with any COVID-19 Measures; (f) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand; or (g) subject to compliance with (and without limiting) the relevant provisions of Section 5.3, such documents or information relate to an Acquisition Proposal or a Company Board Recommendation Change or the actions of the Company Board (or a committee thereof) with respect thereto; provided that with respect to the items noted in the preceding clauses (a) through (f), the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company shall use commercially reasonable efforts to allow the disclosure of such information (or as much of it as possible under the circumstances) in a manner that would not violate any of clauses (a) through (f). Subject Any information so disclosed shall be disclosed subject to Section 7.19, nothing execution of a joint defense agreement in customary form. Nothing in this Section 7.4 6.8 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any such access pursuant to this Section 6.8 shall be conducted at Parent’s sole cost and expense under the supervision of appropriate personnel of the Company Group. Any investigation conducted pursuant to the access contemplated by this Section 7.4 6.8 will be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group or create a material risk of damage or destruction to any property or assets of the Company GroupCompany. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations6.8. All requests for access pursuant to this Section 7.4 6.8 must be directed to the General Counsel (or comparable position) of the Company, or another person designated in writing by the Company. In the event that Nothing in this Section 6.8 shall require the Company objects to permit the inspection of, or to disclose, any request submitted pursuant information regarding or related to this Section 7.4 on the basis of one or more deliberations of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, Board with respect to the contractual termination or acceleration right transactions contemplated by clause (c) of this Section 7.4Agreement, obtaining a waiver with respect the entry into this Agreement or any materials provided to or consent under such contractual termination or acceleration rightthe Company Board in connection therewith.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the ClosingEffective Time, the Company will (and will cause its Subsidiaries to) shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent and its Representatives reasonable access access, consistent with applicable Law, during normal business hours, upon reasonable advance noticerequest, to the properties, offices and other facilitiesbooks, Contractsrecords, books and records Contracts and personnel of the Company Groupand its Subsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (ai) any applicable Law or regulation Contract requires the Company Group to restrict or otherwise prohibit access to such documents or informationinformation or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (bii) access to such documents or information would give rise to a material risk the waiver of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (diii) access would result in the disclosure of any material trade secrets (including source code) of Persons in a manner that would result in the Company, any such trade secrets no longer being protected as such under applicable Law following such disclosureof its Subsidiaries or any third Persons; or (eiv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other handhand (provided, that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) and thereafter the Company shall use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Subject to Section 7.19, nothing Nothing in this Section 7.4 will 6.7 shall be construed to require the Company Group Company, any of its Subsidiaries or any of its their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will 6.7 shall be conducted in a manner that does not (i) unreasonably and materially interfere with the conduct of the business of the Company Group and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a material risk of damage or destruction to any property or assets of the Company Groupor its Subsidiaries. Any access to the properties of the Company Group and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive testingor subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary in this Agreementcontrary, the Company may satisfy its obligations set forth above by electronic means if physical access is Parent and Merger Sub shall not, and shall cause their respective Representatives not permitted under applicable Law. The terms and conditions to, contact any employee or other service provider of the Confidentiality Agreement will apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives Subsidiaries not involved in the ordinary course negotiation or consummation of their ongoing business arrangements consistent with past practicethe Transactions or any customer, including technology or other partner, vendor or supplier of the Company in connection with Parentthe Merger or any of the other Transactions, in each case, without the Company’s preparation prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of its consolidated financial statements or its public reporting obligationsthe Company. All requests for access pursuant to this Section 7.4 6.7 must be directed to the General Counsel Chief Legal Officer of the Company, Company or another person other Person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration right.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Closing, the Company will (and will cause its Subsidiaries to) afford Parent and its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company Group, in each case, solely for purposes of consummating the Merger (including for integration planning), except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (a) any applicable Law law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosurethird Persons; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing Nothing in this Section 7.4 6.7 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 6.7 will be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group or create a material risk of damage or destruction to any property or assets of the Company Group. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Lawlaw. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.46.7, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations, or that Parent receives or has a right to receive in connection with any franchise, development or other commercial agreement by and between Parent or any of its Affiliates, on the one hand, and the Company or any of its Affiliates, on the other hand. All requests for access pursuant to this Section 7.4 6.7 must be directed to the General Counsel of the Company, or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration right.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the ClosingEffective Time, the Company will (and will cause its Subsidiaries to) afford Parent and its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company GroupCompany, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (a) any applicable Law law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group or any of its Subsidiaries is a party or otherwise bound would violate or cause a default pursuant to, or give any a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosurethird Persons; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing Nothing in this Section 7.4 6.8 will be construed to require the Company Group Company, any of its Subsidiaries or any of its their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 6.8 will be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group and its Subsidiaries or create a material risk of damage or destruction to any property or assets of the Company Groupor its Subsidiaries. Any access to the properties of the Company Group and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations6.8. All requests for access pursuant to this Section 7.4 6.8 must be directed to the General Counsel of the Company, or another person designated in writing by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration right.

Access. At all times during the period commencing with the execution The Company and delivery of this Agreement Parent agree that upon reasonable notice, and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Closingexcept as may otherwise be required or restricted by applicable Law, the Company will each shall (and will shall cause its Subsidiaries to) afford Parent the other’s officers, employees, counsel, accountants and its Representatives other authorized representatives reasonable access access, during normal business hours, upon reasonable advance noticehours throughout the period prior to the Effective Time, to the its executive officers, to its properties, offices and other facilitiesbooks, Contracts, books contracts and records and, during such period, each shall (and each shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, personnel and Litigation Claims as may reasonably be requested but only to the extent such access does not unreasonably interfere with the business or operations of such party; provided that no investigation pursuant to this Section 7.1 shall affect or be deemed to modify any representation or warranty made by the Company, Parent, Merger Sub or Sister Subsidiary in this Agreement. Without limiting the immediately preceding sentence, the Company shall reasonably cooperate with Parent in connection with a third-party compliance audit of the Company Groupat the expense of Parent. All requests for information made pursuant to this Section 7.1 shall be directed to an executive officer of Parent or the Company, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, (a) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group is a party or otherwise bound would violate or cause a default pursuant toas applicable, or give any its financial advisor or such other Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will may be construed to require the Company Group or any designated by either of its Representatives to prepare any reports, analyses, appraisals, opinions or other informationexecutive officers. Any investigation conducted pursuant to All such information shall be governed by the access contemplated by this Section 7.4 will be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group or create a material risk of damage or destruction to any property or assets of the Company Group. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent or Agreement. Notwithstanding the foregoing, this Section 7.1 shall not require any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4Parent, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant respective Subsidiaries to this Section 7.4 must be directed to the General Counsel of the Companypermit any inspection, or another person designated by to disclose any information, that would result in (i) the Company. In waiver of any applicable attorney-client or similar privilege, (ii) a violation of any applicable Law (including antitrust Laws), or (iii) the event disclosure of trade secrets or other confidential information of third party to whom such party owes a duty of confidentiality, provided that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in each party shall use its reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent best efforts to make appropriate substitute disclosure arrangements under circumstances such that the foregoing restrictions would not reasonably be expected to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightbe applicable.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the ClosingEffective Time, the Company will (shall, and will shall cause each of its Subsidiaries to, (i) afford Parent and its Representatives reasonable access access, consistent with applicable Law, during normal business hours, upon reasonable advance noticerequest provided in writing to the Chief Financial Officer of the Company, or another Person designated in writing by the Company, to the offices, facilities, properties, offices and other facilities, Contracts, books and records and personnel of the Company GroupCompany, and (ii) request its Representatives to cooperate with Parent’s investigation (at Parent’s sole expense), except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (a) any applicable Law or regulation Contract requires the Company Group to restrict or otherwise prohibit access by Parent or its Representatives to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) such disclosure relates to interactions with other prospective buyers of the Company or the negotiation of this Agreement and the transactions contemplated hereby, or information relating to the analysis, valuation or consideration of the Merger or the transactions contemplated hereby; (d) access to a Contract to which the Company Group or any of its Subsidiaries is a party or otherwise bound would violate or cause a default pursuant to, or give any a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (de) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosurethird Persons; or (ef) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand; provided that the Company shall use reasonable best efforts to communicate to Parent the requested information (or as much of it as possible) in a way that would not waive any applicable privilege, contravene any applicable Law or Contract or disclose such trade secrets, as applicable. Subject to Section 7.19, nothing Nothing in this Section 7.4 will 6.6(a) shall be construed to require the Company Group Company, any of its Subsidiaries or any of its their respective Representatives to prepare any reports, analyses, appraisals, opinions or other informationinformation that is not already prepared internally in the ordinary course of business at the time of such request. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will 6.6(a) shall be conducted in a manner that does not unreasonably and materially (i) interfere or otherwise result in any significant interference with the conduct of the business discharge by officers, employees and other authorized Representatives of the Company Group or any of its Subsidiaries of their normal duties, or (ii) create a material risk of damage or destruction to any property or assets of the Company Groupor its Subsidiaries. Any access to the properties of the Company Group and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will, to the extent not prohibited by the applicable Lease, include the right to perform non-invasive assessments of the environmental condition of the Leased Real Property or of the compliance of the Company’s operations with Environmental Laws, but will not include the right to perform invasive testing. Notwithstanding anything to testing without the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable LawCompany’s prior written consent. The terms and conditions of the Confidentiality Agreement will apply to any non-public information obtained disclosed by Parent the Company, its Subsidiaries or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations6.6(a). All requests for access pursuant to this Section 7.4 6.6(a) must be directed to the General Counsel Chief Financial Officer of the Company, Company or another person designated in writing by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration right.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the ClosingAcceptance Time, the Company will (and will cause its Subsidiaries to) shall afford Parent and its Representatives financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company GroupCompany; provided, except however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (ai) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; , (bii) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information; , or (ciii) access to a Contract to which the Company Group or any of its Subsidiaries is a party or otherwise bound would violate or cause a default pursuant tounder, or give any Person a third party the right to terminate or accelerate the rights pursuant tounder, such Contract; (d) and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access would result contemplated by this Section 7.8 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the disclosure of any material trade secrets of Persons rights and remedies available to Parent and Acquisition Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a manner way that would result in any not violate the applicable Law, Contract or obligation or to waive such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other informationa privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will 7.8 shall be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group and its Subsidiaries or create a material risk of damage or destruction to any property or assets of the Company Groupor any of its Subsidiaries. Any access to the properties of the Company Group will or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and will shall not include the right to perform invasive testing. Notwithstanding anything to testing without the contrary in this AgreementCompany’s prior written consent (which consent shall not be unreasonably withheld, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Lawconditioned or delayed). The terms and conditions of the Confidentiality Agreement will shall apply to any information obtained by Parent or any of its Representatives financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.47.8. Nothing in this Section 7.8 or elsewhere in this Agreement shall be construed to require the Company, other than any information that has been made, is or becomes available to Parent or any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information, provided, that the Company shall deliver updates to Parent upon the receipt of any material results or other information regarding the status of the Phase II clinical trial for SGI 110 being conducted by or from on behalf of the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel of the Company, or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightSubsidiaries.

Access. At all times (a) Upon reasonable notice, each of Parent and the Company shall, and shall cause each of their respective Subsidiaries to, afford to the other party and the other party’s Representatives reasonable access, during normal business hours upon prior notice throughout the period commencing prior to the Effective Time, to the their respective personnel, properties, Contracts, filings with Governmental Entities and books and records and, during such period, each of Parent and the execution Company shall furnish promptly to the other party all available information concerning its business as Parent or the Company, as the case may be, may reasonably request; provided, however, that each party shall not be required to permit any inspection or other access, or to disclose any information, that in the reasonable judgment of such party would: (i) violate any obligation of such party with respect to confidentiality or privacy; (ii) jeopardize protections afforded such party under the attorney-client privilege, the attorney work product doctrine or any other applicable privilege; or (iii) violate any Legal Requirement, including any Covid-19 Measure; provided that in each case of clauses (i), (ii) and delivery of this Agreement and continuing until (iii) such party shall inform the earlier to occur other party of the termination nature of this Agreement pursuant the information being withheld, and shall use its reasonable best efforts to Article IX make alternative arrangements with respect to such information. Each party shall use commercially reasonable security measures to access the systems and information of the Closing, the Company will (and will cause its Subsidiaries to) afford Parent other party. All confidential information obtained by each party and its Representatives reasonable access during normal business hours, upon reasonable advance notice, pursuant to this Section 4.8(a) shall be subject to the properties, offices and other facilities, Contracts, books and records and personnel Confidentiality Agreement so long as it satisfies the definition of the Company Group, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, (a) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; “Evaluation Material” contained therein. (b) access To the extent that any of the information or material furnished pursuant to such documents or information would give rise this Agreement may include material subject to a material risk of waiving any the attorney-client privilege, work product doctrine or any other privilege applicable privilege, the parties understand and agree that they have a commonality of interest with respect to such documents matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or information; diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or any other applicable privilege. All such information that is entitled to protection under the attorney-client privilege, work product doctrine or any other applicable privilege shall remain entitled to such protection under these privileges, this Agreement and the joint defense doctrine. (c) access to a Contract to which the Company Group is a party No exchange of information or otherwise bound would violate or cause a default pursuant to, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group or create a material risk of damage or destruction to any property or assets of the Company Group. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its their respective Representatives in shall affect or be deemed to affect, modify or waive the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel representations and warranties of the CompanyCompany or Parent, or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters respectively, set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightAgreement.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier (a) The Company shall afford to occur of the termination of this Agreement pursuant to Article IX and the Closing, the Company will (and will cause its Subsidiaries to) afford Parent and to its Representatives officers, employees, accountants, consultants, legal counsel, financial advisors, prospective financing sources and agents and other representatives (collectively, “Representatives”) reasonable access during normal business hours, upon reasonable advance noticethroughout the period prior to the earlier of the Effective Time and the Termination Date, to the its and its Subsidiaries’ officers, employees, properties, offices and other facilitiescontracts, Contractscommitments, books and records and personnel any report, schedule or other document filed or received by it pursuant to the requirements of applicable Laws and shall furnish Parent with financial, operating and other data and information as Parent, through its officers, employees or other authorized Representatives, may from time to time reasonably request in writing. Notwithstanding the foregoing, the Company shall not be required to afford such access if it would unreasonably disrupt the operations of the Company Groupor any of its Subsidiaries, except that the Company may restrict or otherwise prohibit access to would cause a violation of any documents or information to the extent that, (a) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract agreement to which the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group or any of its Representatives to prepare any reportsSubsidiaries is a party, analyses, appraisals, opinions or other information. Any investigation conducted pursuant would cause a reasonable risk of a loss of privilege to the access contemplated by this Section 7.4 will be conducted in Company or any of its Subsidiaries or would constitute a manner that does not unreasonably and materially interfere with the conduct violation of the business of the Company Group or create a material risk of damage or destruction to any property or assets of the Company Group. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by , nor shall Parent or any of its Representatives in connection be permitted to perform any onsite procedure (including any onsite environmental study) with respect to any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any property of its Representatives by or from the Company or any of its Representatives in Subsidiaries, except, with respect to any on site procedure, with the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with ParentCompany’s preparation of its consolidated financial statements or its public reporting obligationsprior written consent. All requests for access No investigation pursuant to this Section 7.4 must be directed 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the General Counsel obligations of the Companyparties hereto. (b) Parent hereby agrees that all information provided to it or its Representatives in connection with this Agreement and the consummation of the transactions contemplated by this Agreement shall be kept confidential in accordance with the Confidentiality Agreement, or another person designated by the Company. In the event that dated as of November 17, 2007 between the Company objects and Parent (the “Confidentiality Agreement”) which Confidentiality Agreement shall continue to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightapply.

Access. At all times during (a) During the period commencing with from the execution and delivery date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and in accordance with its terms or the ClosingEffective Time, upon reasonable prior notice, the Company will shall (at Parent’s sole cost and will cause its Subsidiaries toexpense) (i) afford Parent and its Representatives that need to know such information, reasonable access in a manner that does not unreasonably interfere with the business of the Company and its Subsidiaries, during normal business hours, upon reasonable advance notice, to the Company’s and its Subsidiaries personnel, properties, offices and other facilities, Contracts, books and records and personnel (ii) furnish promptly to Parent all available information concerning its business as Parent may reasonably request, in the case of each of clause (i) and (ii), for the purpose of consummating the Transactions and Financing; provided, however, that the Company shall not be required to permit any inspection or provide other access, or to disclose any information, that in the reasonable judgment of the Company Group, except that would: (A) violate any obligation of the Company may restrict with respect to confidentiality or otherwise prohibit access to any documents or information to the extent that, privacy; (aB) any applicable Law or regulation requires jeopardize protections afforded the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any under the attorney-client privilege, the attorney work product doctrine or other similar legal privilege applicable to such documents or informationprotection; (cC) access to a Contract to which the Company Group is a party violate any Laws; or otherwise bound would violate or cause a default pursuant to, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (dD) access would result in the disclosure of (v) any material trade secrets of Persons in a manner that would result in the Company, any such trade secrets no longer being protected as such under applicable Law following such disclosure; Subsidiary of the Company or any third party, (ew) such competitively sensitive information, (x) information concerning the valuation of the Company or any of its Subsidiaries, (y) documents or information are that is reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand, or (z) personal information that would expose the Company to the risk of liability; provided, that in each case (other than in the case of (iv)(y)) the Company shall inform Parent of the nature of the information being withheld and shall use its commercially reasonable efforts, at Parent’s sole cost and expense, to make alternative arrangements that would allow Parent (or its applicable Representative) access to such information. Subject to Section 7.19, nothing Nothing in this Section 7.4 will 5.3 shall be construed to require the Company Group Company, any of its Subsidiaries or any of its their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted Neither the Company nor any of its Subsidiaries (or any other person) makes, has made, or shall be deemed to have made, any representation or warranty relating to any information provided pursuant to the access contemplated by this Section 7.4 will be conducted 5.3. (b) During the period from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Effective Time, upon reasonable prior notice, Parent shall (at Company’s sole cost and expense) (i) afford the Company and its Representatives that need to know such information, reasonable access in a manner that does not unreasonably and materially interfere with the conduct of the business of the Parent and its Subsidiaries, during normal business hours, to Parent’s and its Subsidiaries personnel, properties, Contracts, books and records and (ii) furnish promptly to the Company Group all available information concerning its business as the Company may reasonably request, in the case of each of clause (i) and (ii), for the purpose of consummating the Transactions; provided, however, that Parent shall not be required to permit any inspection or create a material risk provide other access, or to disclose any information, that in the reasonable judgment of damage Parent would: (A) violate any obligation of Parent with respect to confidentiality or destruction to privacy; (B) jeopardize protections afforded Parent under the attorney-client privilege, the attorney work product doctrine or similar legal privilege or protection; (C) violate any property applicable Laws; or assets (D) result in the disclosure of (v) any trade secrets of the Company, any Subsidiary of the Company Group. Any access to or any third party, (w) competitively sensitive information, (x) information concerning the properties valuation of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent or any of its Representatives in connection with Subsidiaries, (y) documents or information that is reasonably pertinent to any investigation conducted pursuant adverse Proceeding between the Parent and its Affiliates, on the one hand, and Company and its Affiliates, on the other hand, or (x) personal information that would expose Parent to the risk of liability; provided, that in each case (other than in the case of (iv)(y)) Parent shall inform the Company of the nature of the information being withheld, and shall use its commercially reasonable efforts, at Company’s sole cost and expense, to make alternative arrangements that would allow the Company (or its applicable Representatives) access contemplated by to such information. Nothing in this Section 7.45.3 shall be construed to require the Parent, other than any information that has been made, is or becomes available to Parent of its Subsidiaries or any of its their respective Representatives by to prepare any reports, analyses, appraisals, opinions or from other information. Neither the Company or Parent nor any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practiceSubsidiaries (or any other person) makes, including in connection with Parent’s preparation of its consolidated financial statements has made, or its public reporting obligations. All requests for access shall be deemed to have made, any representation or warranty relating to any information provided pursuant to this Section 7.4 must be directed 5.3. (c) To the extent that any of the information or material furnished pursuant to this Agreement may include material subject to the General Counsel attorney-client privilege, work product doctrine or any other applicable privilege, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or any other applicable privilege. All such information that is entitled to protection under the attorney-client privilege, work product doctrine or any other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine. (d) No exchange of information or investigation by Parent or its Representatives shall affect or be deemed to affect, modify or waive the representations and warranties of the Company, Company set forth in this Agreement. No exchange of information or another person designated investigation by the Company. In Company or its Representatives shall affect or be deemed to affect, modify or waive the event that representations and warranties of Parent set forth in this Agreement. (e) Each of Parent and the Company objects hereby agree that all information provided to any request submitted it or its Representatives pursuant to this Section 7.4 on 5.3 shall be governed in accordance with the basis confidentiality agreement, dated as of one or more October 11, 2024, by and between the Company and Parent (the “Confidentiality Agreement”); provided, that the term of the matters set forth Confidentiality Agreement (other than Section 8 thereof, which shall terminate in clauses accordance with its terms) shall be hereby deemed amended to the later of (ai) to the second (e2nd) anniversary of the date of the Confidentiality Agreement and (ii) the date that is one year from the termination of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightAgreement.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article ‎Article IX and the ClosingEffective Time, the Company will (shall, and will shall cause each of its Subsidiaries to) , afford Parent and its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company Groupand, except during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent and its Representatives any information concerning its business, Taxes, properties or personnel as Parent may reasonably request, including (a) any report, schedule and other document filed or furnished by it with the SEC and any material communication (including “comment letters”) received by the Company from the SEC in respect of such filings, and (b) internal monthly consolidated financial statements of the Company and its Subsidiaries, to the extent prepared in the ordinary course of business consistent with past practice; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (ai) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; , (bii) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information; , or (ciii) access to a Contract to which the Company Group or any of its Subsidiaries is a party or otherwise bound would violate or cause a default pursuant tounder, or give any Person a third party the right to terminate or accelerate the rights pursuant tounder, such Contract; (d) and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access would result contemplated by this ‎Section 5.4 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent and Merger Sub hereunder. In the event that the Company does not provide access or information in reliance on the first proviso in the disclosure preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege. Subject to compliance with applicable Law, from the date hereof until the earlier of the termination of this Agreement and the Effective Time, the Company shall confer from time to time as reasonably requested by Parent with Parent or its Representatives to discuss any material trade secrets changes or developments in the operational matters of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on general status of the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require ongoing operations of the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other informationCompany. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will ‎Section 5.4 shall be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group and its Subsidiaries or create a material risk of damage or destruction to any property or assets of the Company Groupor any of its Subsidiaries. Any access to the Company’s properties of the Company Group will shall be subject to the Company’s reasonable security measures and insurance requirements and will shall not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will shall apply to any information obtained by Parent or any of its Representatives or employees in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel of the Company, or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration right‎Section 5.4.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX X and the Closing, the Company will (and will cause its Subsidiaries to) afford Parent and its Representatives reasonable access access, consistent with applicable Law, during normal business hours, upon reasonable advance notice, to the properties, offices books and other facilitiesrecords, Contracts, books personnel and records and personnel commercial counterparties of the Company Group, including with respect to commercial counterparties in the manner specified in Section 8.6 of the Company Disclosure Letter, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (a) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets (including source code) of Persons in a manner that would result in the Company, any such trade secrets no longer being protected as such under applicable Law following such disclosureof its Subsidiaries or any third Persons; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand; provided, however, that the Company will notify Parent in reasonable detail of the circumstances giving rise to any non-disclosure pursuant to the foregoing and the Company shall use commercially reasonable best efforts, and shall cause the Company’s Subsidiaries to use commercially reasonable best efforts, to provide such access or disclosure of such information in the cases of the foregoing sections (a), (b), (c) or (d) to the extent legally permissible. Subject to Section 7.19, nothing Nothing in this Section 7.4 will 8.6 shall be construed to require the Company Group Company, any of its Subsidiaries or any of its their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will 8.6 shall be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group and its Subsidiaries or create a material risk of damage or destruction to any property or assets of the Company Groupor its Subsidiaries. Any access to the properties of the Company Group and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations8.6. All requests for access pursuant to this Section 7.4 8.6 must be directed to the General Counsel of the Company, or another person designated in writing by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration right.

Access. At all times during the period commencing (a) Subject to compliance with the execution and delivery of this Agreement and continuing until the earlier to occur applicable Laws, each of the termination of this Agreement pursuant to Article IX Company and the Closing, the Company will Parent shall (and will each shall cause its Subsidiaries to): (i) afford Parent to the other party and to its Representatives officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives (collectively, “Representatives”) reasonable access access, solely for purposes of furthering the Merger and the other transactions contemplated hereby or integration planning relating thereto, during normal business hours, upon on reasonable advance noticenotice of not less than two Business Days, throughout the period prior to the earlier of the Effective Time and the Termination Date, to the other party’s and its Subsidiaries’ businesses, properties, offices and other facilitiespersonnel, Contractsagents, contracts, commitments, books and records records, other than any such matters that relate to the negotiation and execution of this Agreement, including with respect to the consideration or valuation of the Merger or any financial or strategic alternatives thereto, or any Company Alternative Proposal and (ii) promptly furnish the other party and its Representatives all other information concerning its business, properties and personnel of as may reasonably be requested by the Company Groupother party; provided, except that the Company or Parent, as applicable, may restrict or otherwise prohibit provide such access to any documents or information to the extent that, (a) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group or create a material risk of damage or destruction to any property or assets of the Company Group. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law. The terms and conditions Law (including any COVID-19 Measures). (b) Subject to compliance with applicable Laws, throughout the period from the Effective Time until the Control Date (or, as may be applicable in accordance with Section 5.20, the completion of the Confidentiality Agreement will apply Post-Closing Disposition), the Company shall (and shall cause its Subsidiaries to) (i) afford to any information obtained by Parent or any of and its Representatives reasonable access, for purposes of furthering the transactions contemplated hereby or integration planning relating thereto, during normal business hours, on reasonable advance notice of not less than two Business Days, to the Company’s and its Subsidiaries’ businesses, properties, personnel, agents, contracts, commitments, books and records, and (ii) promptly furnish Parent and its Representatives (A) such financial and operating data and other information concerning the Company and its Subsidiaries as may be reasonably requested and is necessary or advisable in connection with any investigation conducted filings contemplated pursuant to Section 5.6 or any Post-Closing Disposition, (B) all reports or other information concerning the Company and its Subsidiaries provided to third parties pursuant to the access contemplated by this Section 7.4, other than terms of any information that has been made, is or becomes available to Parent or any outstanding indebtedness of its Representatives by or from the Company or any of its Representatives Subsidiaries and (C) all other information concerning the Company’s business, properties and personnel as may reasonably be requested by the other party; provided, that the Company may provide such access by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law (including any COVID-19 Measures); provided, further, that to the extent access to any information of the Company or any of its Subsidiaries requires the entry of a protective order by the STB, the Company or its applicable Subsidiary shall be required to grant such access only if such order is obtained, subject to the terms of such order. (c) The foregoing provisions of this Section 5.3 notwithstanding, neither the Company nor Parent shall be required to afford such access or furnish such information if it would unreasonably disrupt the operations of such party or any of its Subsidiaries, would cause a violation of any agreement to which such party or any of its Subsidiaries is a party, would result in a loss of privilege or trade secret protection to such party or any of its Subsidiaries, would result in the ordinary course disclosure of their ongoing business arrangements consistent with past practice, including any information in connection with Parent’s preparation any litigation or similar dispute between the parties hereto, would constitute a violation of its consolidated financial statements any applicable Law or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed result in the disclosure of any personal information that would expose the such party to the General Counsel risk of the Company, or another person designated by the Companyliability. In the event that Parent or the Company objects to any request submitted pursuant to and in accordance with this Section 7.4 5.3 and withholds information on the basis of one the foregoing sentence, the Company or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detailas applicable, shall inform the other party as to the general nature of what is being prevented and/or withheld and the reasons therefor, Company and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent use reasonable best efforts to make appropriate substitute arrangements to permit reasonable substitute access or disclosuredisclosure that does not suffer from any of the foregoing impediments, including through the use of reasonable best efforts to take (i) obtain the required consent or waiver of any third party required to provide such actions information and (ii) implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing disclosure of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room proceduresprocedures (including as set forth in the Clean Team Agreement), redaction if the parties determine that doing so would reasonably permit the disclosure of such information without violating applicable Law or jeopardizing such privilege. (d) Each of the Company and other customary proceduresParent hereby agrees that all information provided to it or any of its Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be “Confidential Information”, entry into a customary joint defense agreement as such term is used in, and shall be treated in accordance with, the confidentiality agreement, dated as of April 26, 2021, between the Company and Parent (the “Confidentiality Agreement”) and, with respect to as applicable, the contractual termination or acceleration right contemplated by clause Clean Team Confidentiality Agreement, dated as of April 26, 2021, between the Company and Parent (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightthe “Clean Team Agreement”).

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Closing, the Company will (and will cause its Subsidiaries to) shall afford Parent and its Representatives Purchaser reasonable access access, consistent with applicable Law, during normal business hours, upon on reasonable advance noticenotice provided in writing to the General Counsel of the Company, or another Person designated in writing by the Company, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company GroupCompany, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (a) any applicable Law or regulation Contract requires the Company Group to restrict or otherwise prohibit access to such documents or information; information (in which case, the Company shall use reasonable best efforts to provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) in compliance with such applicable Law or Contract), (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; information (in which case, the Company shall use reasonable best efforts to provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without jeopardizing such privilege), (c) access such disclosure relates to a Contract to which interactions with other prospective buyers or transaction partners of the Company Group is a party or otherwise bound would violate or cause a default pursuant tothe negotiation of this Agreement and the transactions contemplated hereby, or give any Person information relating to the right analysis, valuation or consideration of the Transactions or the other transactions contemplated hereby, in each case, subject to terminate Section 5.3, which shall not be limited by this Section 6.7 or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other handthird Persons. Subject to Section 7.19, nothing Nothing in this Section 7.4 will 6.7 shall be construed to require the Company Group Company, any of its Subsidiaries or any of its their respective Representatives to prepare any reports, analyses, appraisals, opinions appraisals or other informationopinions. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will 6.7 shall be conducted in a manner that is consistent with all applicable COVID-19 Measures and (i) that does not unreasonably and materially interfere with the conduct of the business of the Company Group and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a material risk of damage or destruction to any property or assets of the Company Groupor its Subsidiaries. Any access to the properties of the Company Group will and its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media of the sort generally referred to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Lawas a “Phase II” environmental investigation. The terms and conditions of the Confidentiality Agreement will shall apply to any information obtained by Parent Purchaser or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations6.7. All requests for access pursuant to this Section 7.4 must be directed Notwithstanding anything to the General Counsel of the Companycontrary in this Agreement, or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters each Party may satisfy its obligations set forth in clauses (a) to (e) of this Section 7.4, it must do so 6.7 by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such electronic means if physical access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent would not be permitted under such contractual termination or acceleration rightapplicable COVID-19 Measures.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Closing, the Company will (and will cause its Subsidiaries to) afford Parent and its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company Group, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, (a) any applicable From the date hereof until the Closing Date, subject to Applicable Law or regulation requires and the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk Confidentiality Agreement, each of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its AffiliatesCompany, on the one hand, and Parent and its AffiliatesParent, on the other hand, shall (i) give the other party, its counsel, financial advisors, auditors and other authorized representatives during Working Hours reasonable access to the offices and properties (including for the purposes of performing a non-invasive visual environmental site assessment), and to copies of books and records, of such party and its Subsidiaries; (ii) furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and any other information relating to the businesses of such party and its Subsidiaries as such Persons may reasonably request; and (iii) instruct the employees, counsel and financial advisors of such party to cooperate with the other party in its investigation of the businesses of such party and its Subsidiaries. Subject Any investigation pursuant to Section 7.19, nothing in this Section 7.4 will 5.08 shall be construed conducted in such manner as not to require interfere unreasonably with the conduct of the businesses of such party and its Subsidiaries. Notwithstanding the foregoing, (A) neither the Company Group nor Parent shall be required to provide or cause to be provided access to or disclose or cause to be disclosed (1) any personnel records relating to individual performance or evaluations, medical histories or other information that in such party’s good faith opinion is sensitive or the disclosure of which could subject such party or its Affiliates to risk or liability or (2) any information where such access or disclosure would jeopardize the attorney-client privilege, contravene any Applicable Law or contravene any confidentiality undertaking; and (B) prior to the Closing Date, neither party shall have the right to perform or cause to be performed any invasive or subsurface investigations of the properties of the other party or any of its Representatives to prepare Subsidiaries, including any reportssampling or testing of the air, analysessoil, appraisalssurface water, opinions groundwater, building materials or other information. Any investigation conducted pursuant environmental media. (b) From the date hereof through the Closing Date, without the other party’s prior written consent, neither Parent nor the Company shall, and shall cause its Affiliates not to, contact any customers, vendors, suppliers or other third parties having business relationships with the other party or its Subsidiaries, other than in the ordinary course of such party’s and its Affiliates’ businesses consistent with past practice, so long as any such contact does not relate to this Agreement or the access transactions contemplated by this Section 7.4 will be hereby, and is otherwise conducted in a manner that does not unreasonably and materially interfere compliance with the conduct terms of the Confidentiality Agreement. (c) On and after the Closing Date, Parent will, and will cause the Final Surviving Company and its Subsidiaries to, (i) maintain the books and records of the business of the Company Group and its Subsidiaries for a period of seven years following the Closing Date and (ii) for a period of seven years following the Closing Date, upon reasonable written notice and during Working Hours, afford to the Equityholders’ Representative and its agents reasonable access to (A) properties, copies of books and records for the period prior to Closing and (B) employees and auditors of the business of the Final Surviving Company and its Subsidiaries, in each case to the extent necessary to permit the Equityholders’ Representative to perform or create a material risk of damage satisfy any legal or destruction regulatory obligation relating to any property period on or assets of before the Company GroupClosing Date or for any other reasonable business purpose. Any Notwithstanding the foregoing, Parent shall not be required to provide access or disclose information to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information extent that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel of the Company, or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information disclosure would jeopardize the attorney-client privilege or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightcontravene any Applicable Law.

Access. At all times during the period commencing with from the execution and delivery date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the ClosingEffective Time, the Company will (shall, and will shall cause each of its Subsidiaries to) , afford Parent Parent, Merger Sub, and its their respective Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, offices assets, books and other facilitiesrecords, Contracts, books and records facilities and personnel of the Company Group, except and its Subsidiaries; provided that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (a) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; , (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents held by the Company or information; its Subsidiaries and (c) access to a Contract to which the Company Group or any of its Subsidiaries is a party or is otherwise bound would violate or cause a default pursuant tounder, or give any Person a third party the right to terminate or accelerate the rights pursuant tounder, such Contract; (d) and provided further that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 6.9 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent and Merger Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would result in not violate any applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted pursuant to the disclosure of any material trade secrets of Persons access contemplated by this Section 6.9 shall be conducted in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between does not unreasonably interfere with the conduct of the business of the Company and its AffiliatesSubsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the terms and conditions of any applicable Lease and the Company’s reasonable security measures and insurance requirements. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent, on Merger Sub or any of their respective Representatives pursuant to the one hand, and Parent and its Affiliates, on the other handaccess contemplated by this Section 6.9. Subject to Section 7.19, nothing Nothing in this Section 7.4 will 6.9 or elsewhere in this Agreement shall be construed to require the Company Group or Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group or create a material risk of damage or destruction to any property or assets of the Company Group. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel of the Company, or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration right.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Closing, the (a) The Company will (and will cause its Subsidiaries to) shall afford Parent and its Representatives reasonable access during normal business hours, hours upon reasonable advance noticenotice to the Company, throughout the period from the date hereof until the earlier of the termination of this Agreement and the Teton Merger Effective Time, to the its and its Subsidiaries’ personnel, properties, offices and other facilitiesassets, Contracts, commitments, books and records and such other information concerning its business, properties, finances, operations, assets, litigation matters, environmental compliance matters, cash-flow reports and personnel of the as Parent may reasonably request. The Company Group, except that the Company may restrict or otherwise prohibit access shall use its commercially reasonable efforts to any documents or information to the extent that, (a) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the reasonably cooperate with Parent and Parent’s Representatives in connection with such access contemplated by this Section 7.4 will be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group or create a material risk of damage or destruction to any property or assets of the Company Group. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testingexamination. Notwithstanding anything to the contrary contained in this AgreementSection 6.2(a), any document, correspondence or information or other access provided pursuant to this Section 6.2(a) may be redacted or otherwise limited to prevent disclosure of information concerning the valuation of the Company may satisfy its obligations set forth above by electronic means if physical and the Teton Merger or other similarly confidential or competitively sensitive information. All access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available 6.2(a) shall be (i) conducted in such a manner as not to Parent or any interfere unreasonably with the normal operations of its Representatives by or from the Company or any of its Representatives Subsidiaries and (ii) coordinated through the Chief Legal Officer of the Company or a designee thereof. (b) Notwithstanding anything to the contrary contained in this Section 6.2, neither the Company nor any of its Subsidiaries shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel reasonable judgment of the Company’s legal counsel, (i) jeopardize or cause a risk of loss or waiver of the attorney-client, attorney work product or other similar privilege of the Company or any of its Subsidiaries or (ii) violate any (A) Law applicable to the Company or any of its Subsidiaries or the assets, or another person designated by operation of the Company. In the event that business, of the Company objects or any of its Subsidiaries or (B) Contract to which the Company or any request submitted pursuant to this Section 7.4 on the basis of one its Subsidiaries is a party or more by which any of the matters set forth their assets or properties are bound; provided, that in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, instances the Company shall inform Parent of the general nature of the information being withheld and, on Parent’s request, reasonably cooperate with Parent the other party to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take provide such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents information, in whole or in part, in a manner to remove that would not result in any of the basis for outcomes described in the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction foregoing clauses (i) and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (ii). (c) The parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and the consummation of this Section 7.4the transactions contemplated hereby shall be governed in accordance with the Confidentiality Agreement and the Clean Team Agreement, obtaining a waiver each of which shall continue in full force and effect in accordance with respect to or consent under such contractual termination or acceleration righttheir terms.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the ClosingEffective Time, the Company will (and will cause its Subsidiaries to) shall, subject to restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent and its Representatives reasonable access access, consistent with applicable Law, during normal business hours, upon reasonable advance noticerequest, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company GroupCompany, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (a) any applicable Law or regulation Contract requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group or any of its Subsidiaries is a party or otherwise bound would violate or cause a default pursuant to, or give any a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets (including source code) of Persons in a manner that would result in the Company, any such trade secrets no longer being protected as such under applicable Law following such disclosureof its Subsidiaries or any third Persons; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing Nothing in this Section 7.4 will 6.7 shall be construed to require the Company Group Company, any of its Subsidiaries or any of its their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will 6.7 shall be conducted in a manner that (i) does not unreasonably and materially interfere with the conduct of the business of the Company Group and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a material risk of damage or destruction to any property or assets of the Company Groupor its Subsidiaries. Any access to the properties of the Company Group and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testingor subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary and except in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is ordinary course of business and not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant related to the access contemplated by this Section 7.4Transactions, other than Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any information that has been made, is or becomes available to Parent or any employee of its Representatives by or from the Company or any of its Representatives Subsidiaries not involved in the ordinary course negotiation of their ongoing business arrangements consistent with past practicethe Transactions or any customer, including technology or other partner, vendor or supplier of the Company in connection with Parentthe Merger or any of the other Transactions, in each case, without the Company’s preparation prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of its consolidated financial statements or its public reporting obligationsthe Company. All requests for access pursuant to this Section 7.4 6.7 must be directed to the General Counsel of the Company or other Person designated by the Company, or another person designated in writing by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration right.

Access. At all times during During the period commencing with from the execution and delivery date of this Agreement and continuing until through the earlier to occur of the Effective Time or the termination of this Agreement pursuant to Article IX Section 8.1 (the “Pre-Closing Period”), and upon reasonable advance notice to the ClosingCompany, the Company will (and will cause its Subsidiaries to) afford shall provide Parent and its Parent’s Representatives with reasonable access during normal business hours, upon reasonable advance notice, hours to the Company’s and each Company Subsidiary’s books and records, facilities, properties, offices contracts, documents and other facilities, Contracts, books insurance policies for the purpose of enabling Parent to verify the accuracy of the Company’s representations and records warranties contained in this Agreement; provided that any such access shall be conducted at Parent’s expense and personnel in such a manner as to maintain the confidentiality of any confidential information of the Company Group, except that the Company may restrict or otherwise prohibit access and not to any documents or information to the extent that, (a) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will be conducted in a manner that does not unreasonably and materially interfere with the conduct regular operations of the business of the Company Group or create a material risk of damage or destruction to any property or assets of the Company GroupSubsidiaries. Any access to During the properties Pre-Closing Period, Parent may, upon the prior written approval of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this AgreementChief Executive Officer or Chief Financial Officer, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions contact any employee of the Confidentiality Agreement will apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any Company Subsidiary directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee’s ongoing responsibilities to the Company or any Company Subsidiary. Nothing herein shall require either the Company or any Company Subsidiary to disclose any information to Parent if such disclosure would, in its sole and absolute discretion (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, this Agreement (including in connection with Parent’s preparation of its consolidated financial statements any confidentiality agreement to which it or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel of the CompanyAffiliates is a party), or another person designated by the Company. In the event provided that the Company objects shall immediately (and in all cases prior to any request submitted pursuant to this Section 7.4 on the basis of one or more Closing) notify Parent and Parent’s Representatives of the matters set forth in clauses (a) to (e) fact of this Section 7.4such non-disclosure, it must do so by providing Parent, in reasonable detail, and of the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, materials not disclosed (without disclosing the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through substance of the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightwithheld information).

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the ClosingParent will, the Company will (and will cause its Subsidiaries Affiliates to) afford Parent , permit Purchaser and its Representatives to have reasonable access access, prior to the Closing Date, to the personnel, properties, books and records, Contracts and Permits to the extent relating to the Business during normal business hours, working hours and upon reasonable advance notice; provided, to however, that Purchaser will not disrupt the properties, offices and other facilities, Contracts, books and records and personnel normal operations of the Company GroupBusiness or other operations or activities of the Sellers or their Affiliates; provided, except further, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, (a) nothing herein will require any applicable Law employee of a Seller or regulation requires any of its Affiliates to provide any information regarding the Company Group to restrict Business in any other format or otherwise prohibit access to such documents manipulate or informationreconfigure any data regarding the Business; (b) nothing herein will require the Sellers or their Affiliates to provide Purchaser with access to such documents or copies of (i) any information would give rise to that must be maintained as confidential by applicable Law or in accordance with the terms of a material risk of waiving any attorney-client privilegewritten agreement with a third party or (ii) sensitive customer or employee information, work product doctrine manufacturing processes, pricing lists or other privilege applicable information that relates to such documents or information; (c) access the Business and the provision of which, in Parent’s reasonable business judgment, could reasonably be expected to a Contract to which the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (eprovided, in each case of clauses (i) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates(ii), on the one hand, and that Parent and its Affiliates, on the other hand. Subject Affiliates will use commercially reasonable efforts to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will be conducted provide such information in a manner that does not unreasonably and materially interfere violate such Law or is in accordance with the conduct such agreement); (c) nothing herein will require any of the business Sellers or their Affiliates to provide Purchaser with access to or copies of any information that relates to any businesses or operations of the Company Group Sellers or create a material risk of damage their Affiliates other than the Business; and (d) nothing contained herein will permit Purchaser to conduct any soil, sediment, groundwater or destruction other intrusive sampling. Parent will, and will cause its Affiliates to, permit Purchaser and its Representatives to any property or assets of have reasonable access, after the Company Group. Any access Closing Date, to all books and records to the properties of the Company Group will be subject extent relating to the Company’s Business, but not included in the Acquired Assets as described in Section 1.2(h), during normal working hours and upon reasonable security measures advance notice, excluding Tax Returns and insurance requirements related notes, worksheets, files and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations documents related thereto (except as otherwise set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions in Section 10.6); provided, that (x) nothing herein will require any employee of the Confidentiality Agreement will apply to any information obtained by a Parent or any of its Affiliates to provide any information in any other format or otherwise to manipulate or reconfigure any data; (y) nothing herein will require Parent or its Affiliates to provide Purchaser or its Representatives in connection with any investigation conducted pursuant access to the access contemplated by this Section 7.4, other than or copies of (1) any information that has been mademust be maintained as confidential by applicable Law or in accordance with the terms of a written agreement with a third party or (2) sensitive customer or employee information, manufacturing processes, pricing lists or other information the provision of which, in Parent’s reasonable business judgment, could reasonably be expected to violate applicable Law (provided, in each case of clauses (1) and (2), that Parent and its Affiliates will use commercially reasonable efforts to provide such information in a manner that does not violate such Law or is or becomes available to in accordance with such agreement); and (z) nothing herein will require Parent or any of its Representatives by Affiliates to provide Purchaser with access to or from the Company copies of any information that relates to any businesses or any operations of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements Parent or its public reporting obligationsAffiliates other than the Business. All requests for access pursuant will be made to this Section 7.4 must such Representatives of Parent as Parent will designate, who will be directed solely responsible for coordinating all such requests and access thereunder. Notwithstanding the foregoing, prior to the General Counsel Closing, Purchaser and Purchaser’s Representatives shall not contact or in any other manner communicate with the customers and suppliers of the CompanyBusiness in connection with the transactions contemplated hereby, except following prior consultation with and written approval from Parent or another person designated by its Representatives. Notwithstanding the Company. In the event that the Company objects foregoing or any other provision in this Agreement (including Section 10.6), none of Purchaser, any Affiliate of Purchaser or any Representative of Purchaser will be entitled to review or have access to any request submitted pursuant to this Section 7.4 on the basis Tax Return of one a Seller or more any Affiliate of a Seller (including Tax Returns of the matters set forth in clauses Purchased Companies with regard to Pre-Closing Tax Periods) or any work papers related thereto, other than those portions or excerpts thereof (aor a pro forma Tax Return) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect relating solely to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightPurchased Companies.

Access. At all times during (a) For purposes of facilitating the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Closingtransactions contemplated hereby, the Company will (and will cause its Subsidiaries to) shall afford Parent and its Representatives (i) the officers and employees and (ii) the accountants, consultants, legal counsel, financial advisors, financing sources and agents and other representatives of Parent such reasonable access during normal business hours, upon reasonable advance noticethroughout the period prior to the earlier of the Effective Time and the Termination Date, to the its and its Subsidiaries’ personnel and properties, offices and other facilitiescontracts, Contractscommitments, books and records and personnel of the Company Groupany report, except that the Company may restrict schedule or otherwise prohibit access to any documents other document filed or information received by it pursuant to the extent thatrequirements of applicable Laws and with such additional accounting, (a) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or financing, operating, environmental and other data and information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between regarding the Company and its AffiliatesSubsidiaries, as Parent may reasonably request, including, without limitation, retaining on mutually acceptable terms, at the one hand, request of (and sole cost of) Parent Mandiant Corporation to conduct a cyber review of the Company’s and its AffiliatesSubsidiaries’ IT systems. Notwithstanding the foregoing, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group or any of its Representatives shall not be required to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to afford such access if it would unreasonably disrupt the access contemplated by this Section 7.4 will be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business operations of the Company Group or create and its Subsidiaries, would cause a material risk violation of damage or destruction any agreement to any property or assets of the Company Group. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from which the Company or any of its Representatives in Subsidiaries is a party, would cause a risk of a loss of privilege to the ordinary course Company or any of its Subsidiaries, would constitute a violation of any applicable Law or would involve any invasive, destructive or subsurface sampling, testing or investigation of any properties or facilities. (b) The parties hereto hereby agree that all information provided to them or their ongoing business arrangements consistent with past practicerespective officers, including directors, employees or representatives in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to Agreement and the General Counsel consummation of the Companytransactions contemplated hereby shall be governed in accordance with the confidentiality agreement, or another person designated by the Company. In the event that dated as of December 21, 2014, between the Company objects to any request submitted pursuant to this Section 7.4 on and Parent (the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightConfidentiality Agreement”).

Access. At all times during During the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the ClosingPre-Closing Period, the Company will (shall, and will shall cause its Subsidiaries to) , afford Parent and its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company Groupand its Subsidiaries, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (a) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group or any of its Subsidiaries is a party or otherwise bound would violate or cause a default pursuant to, or give any a third Person the right to terminate or accelerate the rights pursuant to, such Contract; or (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other handhand (it being understood and agreed that if the Company and its Subsidiaries do not provide any information in reliance on the exclusions in the foregoing clauses (a), (b) or (c), then the Company or such Subsidiary will use commercially reasonable efforts to provide notice to Parent promptly upon obtaining knowledge that such information is being withheld and the Company or such Subsidiary will use reasonable best efforts to communicate, to the extent permitted, the applicable information or other matter in a way that would not prohibit any applicable Law or agreement, result in the waiver of any such privilege, cause a violation or default under such Contract). Subject to Section 7.19, nothing Nothing in this Section 7.4 6.4 will be construed to require the Company Group Company, any of its Subsidiaries or any of its their respective Representatives to prepare any reports, analyses, appraisals, opinions appraisals or other informationopinions. Any investigation conducted pursuant to the access contemplated by this Section 7.4 6.4 will be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group and its Subsidiaries or create a material risk of damage or destruction to any property or assets of the Company Groupor its Subsidiaries. Any access to the properties of the Company Group and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreementany “invasive” testing or soil, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Lawair or groundwater sampling, including any Phase I or Phase II environmental assessments. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations6.4. All requests for access pursuant to this Section 7.4 6.4 must be directed to the General Counsel of the Company, ’s President or another person designated in writing by the Company. In Without limiting the event that generality of the foregoing, during the Pre-Closing Period, the Company objects agrees to, and to any request submitted pursuant cause its Subsidiaries to, subject to applicable Law and this Section 7.4 on the basis of one or more of the matters set forth in clauses 6.4: (ai) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld reasonably assist and the reasons therefor, and prior to preventing such access or withholding such information or documents from reasonably cooperate with Parent and its Representatives, Subsidiaries to facilitate planning for the post-Closing integration of the Company shall cooperate and its Subsidiaries with Parent and its Subsidiaries (including, at the request of Parent from time to make appropriate substitute arrangements time, reasonably assisting and cooperating with Parent and its Subsidiaries in the planning and development of a post-Closing integration plan), (ii) provide reasonable access to permit reasonable substitute access or disclosure, including through the use of reasonable best key personnel identified by Parent to facilitate Parent’s efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause post-Closing retention of such key personnel and (ciii) provide Parent with reasonable periodic updates on activities relating to the integration and performance of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightthe Company’s and its Subsidiaries’ existing businesses.

Access. At all times during During the period commencing with from the execution and delivery date of this Agreement and continuing until to the earlier to occur of the Closing and the termination of this Agreement pursuant to Article IX and the Closingin accordance with its terms, the Company will (and will cause its Subsidiaries to) afford Parent shall grant to Buyer and its Representatives reasonable access access, during normal business hours, hours and upon reasonable advance notice, to the senior management personnel, properties, offices agreements and other facilities, Contracts, books and records and personnel of the Company GroupEntities (including, except where applicable, copies thereof), provided that (a) such access does not unreasonably interfere with the normal operations of any Company Entity or involve any environmental sampling or testing or any invasive or subsurface investigation, (b) such access is reasonable in light of COVID-19 and in accordance with applicable COVID-19 Measures, provided that the Company may restrict or otherwise prohibit access to any documents or information Entities shall make reasonable accommodations, including granting remote access, to the extent thatin-person access is materially limited due to COVID-19 Measures, (a) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) all requests for such access shall be directed to a Contract to which ▇▇▇ ▇▇▇▇▇▇ or such other Person(s) as the Company Group is a party or otherwise bound would violate or cause a default pursuant may designate in writing from time to time (collectively, the “Designated Contacts”), and (d) nothing herein shall require the Company to provide access to, or give to disclose any Person the right to terminate or accelerate the rights pursuant information to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group Buyer or any of its Representatives to prepare the extent such access or disclosure (1) would waive any reportslegal privilege, analyses(2) would be in violation of applicable Laws or regulations of any Governmental Entity (including the HSR Act, appraisals, opinions any COVID-19 Measures and all other applicable Antitrust Laws) or other information. Any investigation conducted pursuant (3) would reasonably be expected to cause significant competitive harm to the access Company if the transactions contemplated by this Section 7.4 will be conducted Agreement are not consummated; provided, that the Company shall cooperate with Buyer to attempt to find a way to allow disclosure of such information to the extent doing so would not (in a manner that does not unreasonably and materially interfere with the conduct of the business reasonable judgment of the Company Group after consultation with counsel) reasonably be likely to violate any Law (including any COVID-19 Measures) or create a material risk result in the loss of damage or destruction such privilege. Buyer agrees and shall cause its employees and Affiliates and instruct its other Representatives to any property or assets comply with all applicable safety rules and reasonable controls to protect the health and safety of employees and service providers of the Company Group. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent or any of its Representatives Entities in connection with any investigation conducted access provided pursuant to the access contemplated by this Section 7.46.01. In addition, other than any information that has been madeduring the period from the date of this Agreement to the earlier of the Closing and the termination of this Agreement in accordance with its terms, is and with the prior written consent of the Company, not to be unreasonably withheld or becomes available to Parent or any of delayed, Buyer and its Representatives by may contact Key Customers and Key Suppliers provided that Seller or from its Representative (i) is present during any substantive discussions with any Key Customer or Key Supplier and (ii) has a reasonably opportunity to approve the agenda for such discussions in advance. Except as expressly provided in this Section 6.01, Buyer is not authorized to and shall not (and shall cause its employees and Affiliates and instruct its other Representatives not to) contact any officer, director, employee, customer, reseller, distributor, supplier, lessee, lessor or other material business relation of any Company or any Entity prior to the Closing without the prior written consent of its Representatives the Company; provided that Buyer may contact such Persons solely to the extent in the ordinary course of their ongoing business arrangements consistent and unrelated to (and without reference to) the transactions contemplated by this Agreement. In addition, Buyer shall, and shall cause its employees and Affiliates and instruct its Representatives to, abide by the terms of the Confidentiality Agreement with past practice, including in connection with Parent’s preparation of its consolidated financial statements respect to such access and any information furnished to it or its public reporting obligations. All requests for access representatives pursuant to this Section 7.4 must 6.01, and Buyer shall be directed liable to the General Counsel Company for any failure of any of its Representatives to abide by the terms of the Company, or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightConfidentiality Agreement.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the ClosingEffective Time, the Company will (and will cause its Subsidiaries to) afford Parent and its Representatives reasonable access access, consistent with applicable Law, during normal business hours, upon reasonable advance noticenotice provided in writing to the General Counsel of the Company, or another Person designated in writing by the Company, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company Groupand its Subsidiaries, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (a) any applicable Law or regulation Contract requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group or any of its Subsidiaries is a party or otherwise bound as of the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business would violate or cause a default pursuant to, or give any a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosurethird Persons; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand; provided that in each case described in clauses (a) through (d) the Company shall cooperate with Parent and use its commercially reasonable efforts to develop alternative methods of providing such information in a manner that would not result in any violation, default, prejudice or loss of privilege. Subject to Section 7.19, nothing Nothing in this Section 7.4 6.9 will be construed to require the Company Group Company, any of its Subsidiaries or any of its their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 6.9 will be conducted in a manner that (i) does not unreasonably and materially interfere with the conduct of the business of the Company Group and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties, or (ii) create a material risk of damage or destruction to any property or assets of the Company Groupor its Subsidiaries. Any access to the properties of the Company Group and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement Agreements will apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations6.9. All requests for access pursuant to this Section 7.4 6.9 must be directed to the General Counsel of the Company, or another person designated in writing by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration right.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Closing, the Company will (afford Parent, the Financing Sources and will cause its Subsidiaries to) afford Parent and its their respective Representatives reasonable access during normal business hours, upon reasonable advance noticenotice and solely for purposes of furthering the Merger, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company Group, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (a) any applicable Law law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosurethird Persons; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Parent, any Financing Source or their respective Affiliates, on the other hand. Subject to Section 7.19, nothing Nothing in this Section 7.4 6.8 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 6.8 will be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group or create a material risk of damage or destruction to any property or assets of the Company Group. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions law or not practicable as a result of the Confidentiality Agreement will apply to any information obtained by Parent COVID-19 or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel of the Company, or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration right.COVID-19

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Closing, the (a) The Company will (permit, and will cause each of its Subsidiaries toto permit, representatives of Parent (including legal counsel and accountants) afford Parent and its Representatives to have, upon prior written notice, reasonable access during normal business hourshours and under reasonable circumstances, upon reasonable advance notice, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company Group, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, (a) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected so as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent not to any adverse Legal Proceeding between interfere with the normal business operations of the Company and its AffiliatesSubsidiaries, on to the one handpremises, personnel, books, records (including Tax records), Contracts, and Parent and its Affiliates, on the other hand. Subject documents of or pertaining to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group or and each of its Subsidiaries. Neither Parent nor any of its Representatives to prepare representatives shall contact any reportsemployee, analysescustomer, appraisals, opinions supplier or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will be conducted in a manner that does not unreasonably and materially interfere with the conduct landlord of the business of the Company Group or create a material risk of damage or destruction to any property or assets of the Company Group. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in Subsidiaries without the ordinary course prior written consent of an officer of the Company. Parent and Merger Sub shall comply with, and shall cause their respective representatives to comply with, all of their ongoing business arrangements consistent obligations under the Confidentiality Agreement dated May 1, 2003 (the “Confidentiality Agreement”) by and between the Company and Parent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access respect to the information disclosed pursuant to this Section 7.4 must be directed 6.05, which agreement will remain in full force and effect until the Effective Time, and shall survive termination of this Agreement. (b) Notwithstanding anything herein to the General Counsel contrary (including in the Confidentiality Agreement), any Party to this Agreement (and each employee, representative, or other agent of such Parties) may disclose to any and all Persons, without limitation of any kind, the U.S. “tax treatment” or “tax structure” (in each case, within the meaning of Treasury Regulation section 1.6011-4) of the CompanyTransactions and all materials of any kind (including opinions or other tax analysis) that are provided to such Parties relating to such U.S. “tax treatment” and “tax structure” (in each case, within the meaning of Treasury Regulation section 1.6011-4); provided, that such disclosure may not be made (i) until the earlier of (x) the date of public announcement of discussions relating to the Transactions, (y) the date of the public announcement of the Transactions contemplated by this Agreement, or another person designated by (z) the Companydate of execution of this Agreement, and (ii) to the extent required to be kept confidential to comply with any federal or state securities law. In the event The intent of this provision is that the Company objects to any request submitted pursuant to this Section 7.4 on the basis Transactions are not treated as having been offered under conditions of one or more confidentiality for purposes of the matters set forth in clauses (aTreasury Regulation section 1.6011-4(b)(3) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents be construed in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, consistent with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightpurpose.

Access. At all times during During the period commencing with on the execution and delivery date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the ClosingAcceptance Time, the Company will (shall, and will shall cause each of its Subsidiaries officers to) , afford Parent and its Representatives reasonable access during normal business hours, upon reasonable advance written notice, to the propertiesbooks, offices and other records, personnel, facilities, Contracts, books properties and records and personnel assets of the Company, as from time to time may be reasonably requested during such period (but not for the purpose of any actual or potential adverse action or dispute between the parties or their Affiliates), and the Company Groupshall furnish promptly to Parent and its Representatives all other information concerning the Company as Parent may reasonably request; provided, except however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (a) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; , (b) granting such access would violate any obligations of the Company with respect to confidentiality to any third party or otherwise breach, contravene or violate, constitute a default under, or give a third party the right to terminate or accelerate an obligation under, any then effective Contract to which the Company is a party (provided that the Company shall use commercially reasonable efforts to obtain the consent of any such Contract’s counterparty to such inspection or disclosure), (c) access to such documents or information would give rise reasonably be expected to result in a material risk waiver of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information; information (c) access to a Contract to which provided that the Company Group is a party or otherwise bound would violate or cause a default pursuant towill nonetheless provide Parent and the applicable Representatives of Parent with appropriate information regarding the factual basis underlying any circumstances that resulted in the preparation of such privileged analyses so long as such privilege will not be jeopardized thereby), or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent relate to any adverse Legal Proceeding between the evaluation or negotiation of this Agreement, the transactions contemplated hereby or, subject to Section 6.2, an Acquisition Proposal or Superior Proposal. In the event that the Company and does not provide access or information in reliance on clauses (a), (b) or (c) of the preceding sentence, it shall use its Affiliatesreasonable best efforts to communicate the applicable information to Parent in a way that would not violate any applicable Law, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group Contract or any of its Representatives to prepare any reports, analyses, appraisals, opinions obligation or other informationwaive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will 7.6 shall be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group or create a material risk of damage or destruction to any property or assets of the Company Group. Any access to the properties of the Company Group will Company, shall be subject to the Company’s reasonable security measures and insurance requirements requirements, and will shall not include the right to perform invasive testing. Notwithstanding anything testing without the Company’s prior written consent, such consent not to the contrary in this Agreementbe unreasonably withheld, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Lawconditioned or delayed. The terms and conditions of the Confidentiality Agreement will shall apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is 7.6. Nothing in this Section 7.6 or becomes available elsewhere in this Agreement shall be construed to Parent or any of its Representatives by or from require the Company or any Representatives of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel any of the Companyforegoing to prepare any reports, analyses, appraisals, opinions or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightinformation.

Access. At all times during the period commencing (a) Subject to compliance with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Closingapplicable Laws, the Company will shall afford to Parent, its Affiliates and their respective officers, employees, accountants, financing sources, consultants, legal counsel, financial advisors and agents and other representatives (and will cause its Subsidiaries to) afford Parent and its Representatives collectively, “Representatives”), reasonable access during normal business hours, upon reasonable advance notice, throughout the period prior to the earlier of the Effective Time and the Termination Date, to the Company’s and its Subsidiaries’ employees, officers, properties, offices and other facilitiescontracts, Contractscommitments, books and records records, other than any such matters that relate to the negotiation and personnel execution of this Agreement or with respect to the consideration or valuation of the Merger or any financial or strategic alternatives thereto, or that relate to any Alternative Proposal or Superior Proposal (but without limiting the Company’s obligations under Section 5.5 in respect of an Alternative Proposal or Superior Proposal). The foregoing notwithstanding, the Company shall not be required to afford such access (i) if such access would or would be reasonably likely to, (x) unreasonably disrupt the operations of the Company Group, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent thatof its Subsidiaries, (ay) jeopardize any attorney-client or other legal privilege or trade secret protection or (z) contravene any applicable Law or regulation requires binding agreement entered into prior to the Company Group to restrict or otherwise prohibit access to such documents or information; date of this Agreement (b) access to such documents or information would give rise to a material risk of waiving including any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract confidentiality agreement to which the Company Group or any of its Affiliates is a party or otherwise bound would violate or cause a default pursuant toparty); provided, or give that the parties shall use commercially reasonable efforts to make appropriate substitute arrangements under circumstances in which any Person of the right foregoing restrictions apply to terminate or accelerate the rights pursuant to, such Contract; (d) allow access would result in the disclosure of any material trade secrets of Persons in a manner that would does not result in any such trade secrets no longer being protected as such under applicable Law following such disclosureeffect; or (eii) to such documents information that relates to the minutes of the meetings of the Board of Directors or information are reasonably pertinent to its committees where the Board of Directors or any adverse Legal Proceeding applicable committee discussed the transactions contemplated hereby or any similar transaction between the Company and any other Person (including any presentations or other materials prepared by or for the Board of Directors, whether in connection with a specific meeting, or otherwise relating to such subject matter). Notwithstanding anything contained in this Agreement to the contrary, the Company shall not be required to provide any access or make any disclosure pursuant to this Section 5.4 to the extent such access or information is reasonably pertinent to a litigation where in the case of the Company or any of its Affiliates, on the one hand, and Parent and its Parent, Merger Sub or any of their respective Affiliates, on the other hand, are adverse parties or reasonably likely to become adverse parties. Subject To the extent that the Company determines doing so may be reasonably required for the purpose of complying with applicable antitrust Laws, information disclosed pursuant to Section 7.19, nothing in this Section 7.4 will 5.4 shall be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group or create a material risk of damage or destruction to any property or assets of the Company Group. Any access to the properties of the Company Group will be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent or the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing, as applicable. Notwithstanding anything to the contrary in this Agreementherein, the Company may satisfy its obligations set forth above to provide access to employees, officers, properties, contracts, commitments, books and records and any other documents and information by electronic means if physical access is not reasonably feasible or would not be permitted under the applicable Law. The terms and conditions of the Confidentiality Agreement will apply Law (including any COVID-19 Measures). (b) Parent hereby agrees that all information provided to any information obtained by Parent it or any of its Representatives in connection with any investigation conducted pursuant this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be Confidential Information, as such term is used in, and shall be treated in accordance with, (i) the confidentiality agreement, dated as of April 26, 2021, between the Company and the Conifer Guarantor (the “Conifer Confidentiality Agreement”) and the confidentiality agreement, dated as of April 26, 2021, between the Company and the Cedar Guarantor (the “Cedar Confidentiality Agreement”). (c) No access contemplated by this Section 7.4, or information provided or notification thereof (other than the qualification of Article 3 as set forth in the opening paragraph of Article 3) shall limit any of Parent or Merger Sub’s rights, on the one hand, or the Company’s rights on the other hand, and remedies under this Agreement. (d) The Company hereby agrees that all information that has been made, is or becomes available provided to Parent it or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including Walnut in connection with Parent’s preparation this Agreement and the consummation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant the transactions contemplated hereby shall be deemed to this Section 7.4 must be directed to Confidential Information, as such term is used in, and shall be treated in accordance with, the General Counsel confidentiality agreement, dated as of July 29, 2021, between the Company, or another person designated by Conifer Guarantor and Walnut (together with the Company. In Conifer Confidentiality Agreement and the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detailCedar Confidentiality Agreement, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightConfidentiality Agreements”).

Access. At all times during the period commencing (a) Subject to compliance with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Closingapplicable Laws, the Company will (and will cause its Subsidiaries to) shall afford to Parent and to its Representatives officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives (collectively, “Representatives”) reasonable access access, for purposes reasonably related to consummating the Merger and carrying out post-Merger integration, during normal business hours, upon reasonable advance notice, throughout the period prior to the earlier of the Effective Time and the Termination Date, to the Company’s and its Subsidiaries’ personnel, properties, offices and other facilitiescontracts, Contractscommitments, books and records records, other than any such matters that relate to the negotiation and personnel execution of this Agreement, including with respect to the consideration or valuation of the Merger or any financial or strategic alternatives thereto, or that relate to any Alternative Proposal or Superior Proposal (but without limiting the Company’s obligations under Section 5.4). The foregoing notwithstanding, the Company shall not be required to afford such access (i) if such access would, in the Company’s good-faith discretion, (x) unreasonably disrupt the operations of the Company Group, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent thatof its Subsidiaries, (ay) jeopardize any attorney-client or other legal privilege or trade secret protection or (z) contravene any applicable Law or regulation requires binding agreement entered into prior to the Company Group to restrict or otherwise prohibit access to such documents or information; date of this Agreement (b) access to such documents or information would give rise to a material risk of waiving including any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract confidentiality agreement to which the Company Group or any of its Affiliates is a party or otherwise bound would violate or cause a default pursuant toparty); provided, or give however, that the Company shall use commercially reasonable efforts to make appropriate substitute arrangements under circumstances in which any Person of the right foregoing restrictions apply to terminate or accelerate the rights pursuant to, such Contract; (d) allow access would result in the disclosure of any material trade secrets of Persons in a manner that would does not result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; effect, or (eii) to such documents information that relates to the minutes of the meetings of the Company Board or information are reasonably pertinent to its committees where the Company Board or any adverse Legal Proceeding applicable committee discussed the transactions contemplated by this Agreement or any similar transaction between the Company and any other Person (including any presentations or other materials prepared by or for the Company Board, whether in connection with a specific meeting, or otherwise relating to such subject matter). Notwithstanding anything contained in this Agreement to the contrary, the Company shall not be required to provide any access or make any disclosure pursuant to this Section 5.3 to the extent such access or information is reasonably pertinent to a litigation where the Company or any of its Affiliates, on the one hand, and Parent and its Parent, Merger Sub or any of their respective Affiliates, on the other hand. Subject , are adverse parties or reasonably likely to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group or create a material risk of damage or destruction to any property or assets of the Company Group. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testingbecome adverse parties. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above to provide access to personnel, properties, contracts, commitments, books and records and any other documents and information by electronic means if physical access is not reasonably feasible or would not be permitted under the applicable LawLaw (including any COVID-19 Measures). The terms and conditions of No access or information provided pursuant to this ‎Section 5.3 shall limit or otherwise affect or be deemed to modify any representation or warranty made by the Confidentiality Agreement will apply Company. (b) Parent agrees that all information provided to any information obtained by Parent it or any of its Representatives in connection with any investigation conducted pursuant to this Agreement and the access consummation of the transactions contemplated by this Section 7.4Agreement shall be deemed to be Confidential Information, other than any information that has been madeas such term is used in, is or becomes available to Parent or any and shall be treated in accordance with, the confidentiality agreement, dated as of its Representatives by or from December 23, 2022, between the Company or any and Parent, as supplemented by the Clean Team Agreement by and between the Company and Parent, dated as of its Representatives in March 9, 2023 (together, the ordinary course of their ongoing business arrangements consistent with past practice“Confidentiality Agreement”), including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed which, notwithstanding anything to the General Counsel of the Company, or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters contrary set forth therein, shall continue in clauses (a) full force and effect until the Closing Date. If for any reason this Agreement is terminated prior to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detailthe Closing Date, the nature of what is being prevented and/or withheld Confidentiality Agreement shall nonetheless continue in full force and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and effect in accordance with its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightterms.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the ClosingEffective Time, the Company will (and will cause its Subsidiaries to) afford Parent and its Representatives reasonable access (under Company supervision) during normal business hours, upon reasonable advance notice, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company GroupCompany, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (a) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or any other legal privilege applicable to such documents or information; (c) access (inconsistent with the level of access provided prior to the date hereof) to a Contract to which the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosurethird Persons; or (e) such documents or information relate to the negotiation and execution of this Agreement, are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Subject ; or relate to, subject to Section 7.195.3, nothing an Acquisition Proposal. Nothing in this Section 7.4 6.8 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 6.8 will be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group or create a material risk of damage or destruction to any property or assets of the Company Group. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not (without the consent of the Company) include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Lawtesting or sampling of environmental media. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations6.8. All requests for access pursuant to this Section 7.4 6.8 must be directed to the General Counsel of the Company, or another person designated in writing by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration right.

Access. At all times during Prior to the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the ClosingClosing Date, the Company will (and BRS Newco will, and will cause its Subsidiaries their Affiliates to) afford Parent , permit Purchaser and its Representatives to have reasonable access to the management, properties, offices, personnel, Contracts, and books and records of the Group Companies during normal business hours, working hours and upon reasonable advance notice, notice to the propertiesextent that such access is reasonably necessary to effect the transactions contemplated by this Agreement; provided, offices that Purchaser and its Representatives will not disrupt the normal operations of the Business or other facilities, Contracts, books and records and personnel operations or activities of the Company Groupor its Affiliates (including the Group Companies). Notwithstanding the foregoing, except that (i) nothing herein will require any employee or representative of a Group Company to provide any information regarding the Business in any other format or otherwise to manipulate or reconfigure any data regarding the Business, (ii) nothing herein will require the Company may restrict or otherwise prohibit its Affiliates to provide Purchaser or its Representatives with access to or copies of (A) any documents information the disclosure of which would result in a loss of attorney-client or attorney work product privilege or any similar protection, (B) any information, including sensitive customer information, manufacturing processes, pricing lists or other information that relates to the extent thatBusiness, (a) the disclosure of which would reasonably be expected to violate any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk terms of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the a Group Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure loss of any material protectable interests in trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on Group Companies if the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access transactions contemplated by this Section 7.4 Agreement are not consummated (provided, that the Company will be conducted use commercially reasonable efforts to provide such information in a manner that does not unreasonably and materially interfere violate such Law or is in accordance with the conduct such Contract), (C) personnel records of the business Business Employees including records relating to individual performance or evaluation records, medical histories, individual employee benefit information or other information concerning Business Employees, the disclosure of which would reasonably be expected to violate any applicable Law (provided, that the Company Group or create will use commercially reasonable efforts to provide such information in a material risk manner that does not violate such Law), (D) any income Tax Returns of damage or destruction to any property or assets of the Company Group. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent Equityholder or any of its Representatives their respective Affiliates (other than the Group Companies) and (E) any information to the extent related to the sale process, bids received from other Persons in connection with any investigation conducted pursuant to the access transactions contemplated by this Section 7.4Agreement and information and analysis (including financial analysis) relating to such bids; and (iii) nothing contained herein will permit Purchaser to conduct any intrusive or invasive environmental sampling (including any soil, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligationssediment and groundwater sampling). All requests for access pursuant will be made to this Section 7.4 must such Representatives of the Company as the Company will designate, who will be directed solely responsible for coordinating all such requests and access thereunder. Notwithstanding the foregoing, prior to the General Counsel Closing, Purchaser, Purchaser Guarantor and their Representatives shall not contact or in any other manner communicate with the customers and suppliers of the Business in connection with the transactions contemplated hereby without (1) the prior written consent of the Company, which consent may not be unreasonably withheld, delayed or another person designated by conditioned, and (2) the Company. In the event that participation of the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one in such contact or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightcommunication.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the ClosingInterim Period, the Company will (and will cause its Subsidiaries to) afford Parent and its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company Group, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (a) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the any Company Group Member is a party or otherwise bound would violate or cause a material default pursuant to, or give any a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosurethird Persons; or (e) such documents or information are reasonably pertinent related to any adverse Legal Proceeding Proceedings between the Company and or its Affiliates, on the one hand, and Parent and its Affiliates, Affiliates on the other hand; provided that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company shall reasonably cooperate with Parent to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (a) through (d). Subject to Section 7.19, nothing Nothing in this Section 7.4 6.6 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, or opinions or other informationthat places an undue burden on the personnel of the Company Group. Any investigation conducted pursuant to the access contemplated by this Section 7.4 6.6 will be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group or create a material risk of damage or destruction to any property or assets of the Company Group. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available 6.6. Any access to Parent or any the properties of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must Group will be directed subject to the General Counsel of Company’s reasonable security measures and insurance requirements and will not include the Company, or another person designated by the Company. In the event that the Company objects right to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightperform invasive testing.

Access. At all times during During the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the ClosingPre-Closing Period, the Company will (will, and will cause its Subsidiaries to) , afford to Parent and its Representatives authorized representatives, reasonable access during normal business hours, hours and upon prior reasonable advance noticewritten notice to the Company, to the propertiesofficers, offices properties and other facilities, Contracts, books and records and personnel of the Company Group, except and its Subsidiaries for the purposes of completing the Merger; provided that such access does not interfere with the normal business operations of the Company may restrict or otherwise prohibit any of its Subsidiaries and will not include any sampling or testing of any environmental medium or building material; provided, further, that Parent will not have access to personnel records of the Company or its Subsidiaries relating to individual performance or evaluation records, medical histories or other information which in Company’s good faith opinion is sensitive or the disclosure of which could subject the Company or any documents of its Subsidiaries to risk of Liability. If the foregoing access involves entry onto any properties of the Company or information to the extent thatany of its Subsidiaries, (a) any applicable Law or regulation requires the Company Group will be entitled to restrict have a representative of the Company accompany Parent or otherwise prohibit access to such documents or information; its authorized representatives at all times and (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between Parent will indemnify and hold the Company and its Affiliates, on the one hand, Subsidiaries harmless from and Parent in respect of any and its Affiliates, on the other hand. Subject all losses that they may incur arising out of or due to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group or create a material risk of damage or destruction to any property or assets of the Company Group. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testingsuch access. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy and its obligations set forth above by electronic means Subsidiaries will not be required to disclose (x) any information to Parent if physical access is not permitted under the Company believes in good faith that such disclosure would be reasonably likely to (i) include competitively sensitive information in violation of applicable Law. The terms and conditions of the Confidentiality Agreement will apply to , (ii) jeopardize any information obtained by Parent attorney-client or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel of the Company, or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration right.legal privilege or

Access. At all times The Transferor will (i) so long as there is then no Termination Event in existence, during the period commencing Transferor’s regular business hours and with reasonable prior notice, not more than once per calendar quarter, and during the existence of a Termination Event, at any time without prior notice, permit Transferee, Agent, and their respective authorized representatives, access to (i) its Books and Records as they relate to the Transferred Receivables and (ii) furnish Transferee and, upon request, Agent with true, accurate and complete copies of the Underlying Contracts and other such records and all other information in its possession with respect to the Transferred Receivables as Transferee, or Agent may request, in each case as is reasonably required to comply with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Closing, the Company will (and Policy. The Transferor will cause its Subsidiaries to) afford Parent personnel and its Representatives reasonable access during normal business hoursagents to provide Transferee, upon reasonable advance notice, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company Group, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, (a) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one handAgent, and Parent and its Affiliatestheir respective authorized representatives, on the other hand. Subject to Section 7.19, nothing assistance in this Section 7.4 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 will be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group or create a material risk of damage or destruction to any property or assets of the Company Group. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course each of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel of the Company, or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more investigation of the matters set forth in clauses (ai) to and (eii) of the preceding sentence, all for purposes of monitoring compliance with this Agreement and the other Program Documents; provided that so long as there is then no Termination Event, the inspection of the Transferor’s Books and Records and access to the Transferor’s employees as contemplated by this Section 7.4, it must do so by providing Parent, 5.2(b) shall be limited to a review of those matters described in reasonable detail, the nature Scope of what is being prevented and/or withheld and Audit attached as Exhibit B to the reasons therefor, and prior to preventing Servicing Agreement. No Person will be granted such access or withholding furnished with such materials unless such Person is bound (directly or indirectly) by the terms of Section 8.4 or by an effective confidentiality agreement, with such conforming changes as are necessary to reflect the agreement of such Transferor and such Person; provided, however, that such Person and such Transferor may, but neither will be obligated to, agree on different terms respecting such confidential treatment. In no event shall the Transferor be required to disclose any information or documents from Parent and its Representativescontemplated by this Section 5.2(b) to the Transferee, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access Agent or disclosure, including through any other Person if the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing disclosure of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect would violate any law or regulation applicable to the contractual termination Transferor or acceleration right contemplated the Transferred Receivables and the Related Rights and Property or would violate any obligation of confidentiality owed by clause (c) the Transferor to any other Person that is not an Affiliate of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightthe Transferor.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until Until the earlier to occur of the termination of this Agreement pursuant to Article IX VII and the Closing, the Effective Time: (a) The Company will (and will cause its Subsidiaries to) shall afford Parent and its Representatives financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable advance noticeprior notice provided to the Company’s Chief Executive Officer and Chief Financial Officer, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company Groupas Parent may reasonably request; provided, except however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (aA) any applicable Law law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; , (bB) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information; , or (cC) access to a Contract to which the Company Group or any of its Subsidiaries is a party or otherwise bound would violate or cause a default pursuant tounder, or give any Person a third party the right to terminate or accelerate the rights pursuant tounder, such Contract; (d) access would result provided that, the Company and Parent shall cooperate in the disclosure of good faith to design and implement alternative procedures to enable Parent to evaluate any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosure; or (e) such documents or information are reasonably pertinent without causing a violation, loss of privilege, breach or default thereunder or giving any third party a right to any adverse Legal Proceeding between terminate or accelerate the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other informationrights thereunder). Any investigation conducted pursuant to the access contemplated by this Section 7.4 will 5.8(a)(i) shall be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group and its Subsidiaries or create a material risk of damage or destruction to any property or assets of the Company Groupor any of its Subsidiaries. Any access to the Company’s properties of the Company Group will shall be subject to the Company’s reasonable security measures and insurance requirements and will shall not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will shall apply to any information obtained by Parent or any of its Representatives financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than 5.8(a)(i). No investigation pursuant to this Section 5.8(a)(i) shall affect any information that has been made, is representation or becomes available to Parent warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. (b) The Company shall, and shall cause each of its Representatives Subsidiaries to, furnish to Parent, to the extent prepared by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practicebusiness, including in connection with Parent’s preparation as soon as practicable after the end of its consolidated each month, a copy of the monthly internally prepared financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel of the Company, or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis including statements of one or more financial condition, results of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons thereforoperations, and prior to preventing such access or withholding such statements of cash flow, and all other information or documents from concerning its business, properties and personnel as Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration rightmay reasonably request.

Access. At all times during (a) Subject to the period commencing with immediately following sentence, from the execution and delivery date of this Agreement and continuing until to the earlier to occur of the Closing or the termination of this Agreement pursuant to Article IX and the Closingin accordance with its terms, upon reasonable notice, the Company will (and will cause its Subsidiaries toi) afford provide Parent and its Representatives reasonable access to the assets, financial information, officers, books and records, Contracts, documents and other information of or regarding the Company and the Business; (ii) furnish Parent and its employees and other Representatives with such other information regarding the Company or the Business as Parent may reasonably request; and (iii) reasonably cooperate, and cause the officers of the Company to reasonably cooperate with Parent and its Representatives, in each case, as Parent may reasonably request and which is (A) reasonably necessary to assist Parent in its investigation of the Company, the Business and the Equity Interests of the Company and (B) not inconsistent with applicable Law; provided, that any such investigation will be conducted during normal business hours, hours upon reasonable advance notice, prior written notice to the propertiesCompany (e-mail being sufficient), offices under the supervision of the Company’s CEO or his designees and other facilitiesin such a manner that does not unreasonably interfere with the Business or the safe commercial operations of the Company, Contracts, books and records and personnel maintains the confidentiality of the Transactions (including the Merger). Nothing in this Agreement will require or be construed to require the Company to provide any access or otherwise make available any information that in the reasonable judgment of the Company Group, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, would (a) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give any Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets Trade Secrets of Persons any third Person or violate the terms of any confidentiality agreement to which the Company is bound, (b) result in a manner that would violation of any applicable Law, (c) contravene any Contract in existence prior to the date of this Agreement, (d) result in a waiver of the protection of, or otherwise jeopardize, any such trade secrets no longer being protected as such under applicable Law following such disclosure; attorney-client or other legal privilege or work-product protection doctrines, (e) such documents result in the disclosure of sensitive or personal information are reasonably pertinent to any adverse Legal Proceeding between that would expose the Company to the risk of Liability, (f) cause significant competitive harm to the Company or the Business if the Transactions are not consummated or (g) reveal any bid received from any third party prior to the date hereof in connection with transactions similar to those contemplated by this Agreement and its Affiliatesany information and analysis (including financial analysis) relating to such bids; provided, on however, that the one handCompany shall inform Parent as to the general nature of, and Parent and its Affiliatesthe basis for, on the other hand. Subject to Section 7.19, nothing in this Section 7.4 will be construed to require the Company Group or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted what is being withheld pursuant to the access contemplated by this Section 7.4 will be conducted in a manner that does not unreasonably above and materially interfere with the conduct of the business of the Company Group or create a material risk of damage or destruction to any property or assets of the Company Group. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations. All requests for access pursuant to this Section 7.4 must be directed to the General Counsel of the Company, or another person designated by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable substitute access or disclosuredisclosure that does not suffer from any of such impediments, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable which may include measures to as promptly as practicable permit such access and the furnishing disclosure of such information and documents in a manner to remove the basis for the objection, including by arrangement use of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, of certain information or entry into a customary joint defense agreement and, with respect to any information to be so provided. All information furnished to or obtained by Parent or any of its Affiliates or their respective employees or other Representatives pursuant to this Section ‎4.2 will be treated as confidential information pursuant to the contractual termination or acceleration right contemplated terms of the Confidentiality Agreement and the Clean Team Agreement, the provisions of which are incorporated herein by clause reference. (b) In connection with the rights granted to Parent under this Section ‎4.2, (i) PARENT AND MERGER SUB WAIVE AND RELEASE ALL CLAIMS AGAINST THE COMPANY, THE SECURITYHOLDERS, THEIR RESPECTIVE AFFILIATES AND ANY OF THEIR RESPECTIVE REPRESENTATIVES ARISING IN ANY WAY THEREFROM OR IN ANY WAY CONNECTED THEREWITH AND (ii) PARENT HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE COMPANY, THE SECURITYHOLDERS, THEIR RESPECTIVE AFFILIATES AND ANY OF THEIR RESPECTIVE REPRESENTATIVES FROM AND AGAINST ANY AND ALL LOSSES ATTRIBUTABLE TO PERSONAL INJURY, DEATH, PHYSICAL PROPERTY DAMAGE OR VIOLATION OF LAW OR THE COMPANY’S RULES, REGULATIONS, OR OPERATING POLICIES, ARISING OUT OF, RESULTING FROM OR RELATING TO ANY SITE OR FIELD VISIT OR OTHER DUE DILIGENCE ACTIVITY CONDUCTED BY PARENT, MERGER SUB, THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES WITH RESPECT TO THE COMPANY, THE BUSINESS, THE PROPERTIES OR ASSETS OF THE COMPANY OR THE EQUITY INTERESTS OF THE COMPANY, EXCEPT WHERE ANY SUCH CLAIM OR LOSS ARISES FROM OR RELATES TO THE WILLFUL MISCONDUCT OF THE COMPANY, THE SECURITYHOLDERS, THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES. (c) Upon completion of this Section 7.4Parent’s and Merger Sub’s due diligence, obtaining Parent will, at its sole cost and expense and without any cost or expense to the Company, the Company Shareholder or its respective Affiliates (i) repair all damage done to the properties or assets of the Company in connection with such due diligence investigation, (ii) restore the properties and assets of the Company to the same or better condition in existence prior to commencement of such due diligence investigation and (iii) remove all equipment, tools or other property brought onto the properties or assets of the Company in connection with such due diligence investigation. Any disturbance to the properties or assets of the Company resulting from Par▇▇▇’▇ and Mer▇▇▇ ▇▇b’s due diligence will be promptly corrected by Parent. (d) Prior to entering or accessing the properties or assets of the Company, at the reasonable request of the Company, Parent will provide, or will cause its Representatives to provide, to the Company a waiver with respect summary of its insurance coverages (e.g., employer’s liability and comprehensive general liability) that will cover the activities of Parent or its Representative. Each such insurance policy will (i) be primary insurance, (ii) list the Company and the D&O Indemnified Persons as additional insureds, (iii) waive subrogation against the Company and the D&O Indemnified Persons and (iv) provide for five (5) days’ prior written notice to the Company in the event of cancellation or consent under modification of such contractual termination policy or acceleration rightreduction in the coverage of such policy.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX 9 and the Closing, the Company will (and will cause its Subsidiaries to) afford Parent and its Representatives the Investor reasonable access access, consistent with applicable Law, during normal business hours, upon reasonable advance noticenotice provided in writing to ▇▇. ▇▇▇▇ ▇▇, Chief Financial Officer of the Company, or another Person designated in writing by the Company, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company GroupCompany, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, : (a) any applicable Law or regulation Contract requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) (subject to the Company’s obligations under Section 5.03) such disclosure relates to interactions with other prospective buyers or transaction partners of the Company or the negotiation of this Agreement and the transactions contemplated hereby, or information relating to the analysis, valuation or consideration of the Transaction or the transactions contemplated hereby; (d) access to a Contract to which the Company Group or any of its Subsidiaries is a party or otherwise bound would violate or cause a default pursuant to, or give any a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (de) access would result in the disclosure of any material trade secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosurethird Persons; or (ef) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent the Investor and its Affiliates, on the other hand; provided that the Company shall use reasonable best efforts to provide such documents or information in a manner that does not violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, any Contract or cause such documents or information to cease to benefit from legal privilege, including by redacting or obtaining consent in connection therewith. Subject to Section 7.19, nothing Nothing in this Section 7.4 6.07 will be construed to require the Company Group Company, any of its Subsidiaries or any of its their respective Representatives to prepare any reports, analyses, appraisals, opinions appraisals or other informationopinions. Any investigation conducted pursuant to the access contemplated by this Section 7.4 6.07 will be conducted in a manner that (i) does not unreasonably and materially interfere with the conduct of the business of the Company Group and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a material risk of damage or destruction to any property or assets of the Company Group. Any access to the properties of the Company Group will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy or its obligations set forth above by electronic means if physical access is not permitted under applicable LawSubsidiaries. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent the Investor or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations6.07. All requests for access pursuant to this Section 7.4 6.07 must be directed to the General Counsel ▇▇. ▇▇▇▇ ▇▇, Chief Financial Officer of the Company, or another person designated in writing by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration right.

Access. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the (1) termination of this Agreement pursuant to Article IX and the Closing(2) Effective Time, the Company will (and will cause its Subsidiaries to) afford Parent and its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, offices and other facilities, Contracts, books and records and personnel of the Company GroupCompany, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that, that (a) any applicable Law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information; (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract to which the Company Group or any of its Subsidiaries is a party or otherwise bound would violate or cause a default pursuant to, or give any a third Person the right to terminate or accelerate the rights pursuant to, such Contract; (d) access would result in the disclosure of any material trade secrets Trade Secrets of Persons in a manner that would result in any such trade secrets no longer being protected as such under applicable Law following such disclosurethird Persons; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Subject to Section 7.19, nothing Nothing in this Section 7.4 7.6 will be construed to require the Company Group Company, any of its Subsidiaries or any of its or their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.4 7.6 will be conducted in a manner that does not unreasonably and materially interfere with the conduct of the business of the Company Group and its Subsidiaries or create a material risk of damage or destruction to any property or assets of the Company Groupor its Subsidiaries. Any access to the properties of the Company Group and its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable Law. The terms and conditions of the Confidentiality Agreement will apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.4, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations7.6. All requests for access pursuant to this Section 7.4 7.6 must be directed to the Company’s General Counsel of the Company, or another person designated in writing by the Company. In the event that the Company objects to any request submitted pursuant to this Section 7.4 on the basis of one or more of the matters set forth in clauses (a) to (e) of this Section 7.4, it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable substitute access or disclosure, including through the use of reasonable best efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual termination or acceleration right contemplated by clause (c) of this Section 7.4, obtaining a waiver with respect to or consent under such contractual termination or acceleration right.