Common use of Access Clause in Contracts

Access. Subject to applicable Law relating to the sharing of information, upon reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) reasonable access, during normal business hours throughout the period prior to the Effective Time, to its properties, books, contracts and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel as may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOT; provided, further, that the foregoing shall not require ICE or NYBOT (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, or any of its Subsidiaries, or (iii) in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms of the Confidentiality Agreement.

Access. (a) Subject to compliance with applicable Law relating to Laws, the sharing of information, upon reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each Company shall (and shall cause its Table of Contents Subsidiaries to) to afford the other’s to Parent and to its officers, employees, accountants, consultants, legal counsel, accountants, consultants financial advisors and agents and other authorized representatives (collectively, “Representatives”) reasonable access, solely to the extent in furtherance of the consummation of the Mergers and the other transactions contemplated hereby or integration planning relating thereto, during normal business hours hours, on reasonable advance notice, throughout the period prior to the earlier of the First Effective TimeTime and the Termination Date, to the Company’s and its Subsidiaries’ businesses, properties, bookspersonnel, contracts agents, contracts, commitments, books and records andrecords, and during such period, each shall (the Company and Parent shall, and shall cause its their respective Subsidiaries to, (I) in the case of Parent, furnish promptly to the other Company information concerning the Mergers as may be reasonably requested by Company, and (II) in the case of the Company, furnish promptly to Parent all information concerning its business, properties and personnel the Mergers as may reasonably be requestedrequested by Parent; provided that no investigation pursuant to this Section 6.6 5.3 shall affect or be deemed to modify any representation or warranty made by ICE the Company or NYBOT; providedParent. (b) The foregoing provisions of this Section 5.3 notwithstanding, furtherneither 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, that the foregoing shall not require ICE would cause a violation of any agreement to which such party or NYBOT (i) any of its Subsidiaries is a party, would result in a loss of privilege or trade secret protection to permit such party or any inspection, or to disclose any information, that in the reasonable judgment of ICE or NYBOT, as the case may beits Subsidiaries, would result in the disclosure of any trade secrets information in connection with any litigation or similar dispute between the parties hereto, would constitute a violation of third parties any applicable Law or violate result in the disclosure of any personal information that would expose the such party to the risk of its obligations liability or competitively sensitive information. In the event that Parent or the Company objects to any request submitted pursuant to and in accordance with respect to confidentiality if ICE this Section 5.3 and withholds information on the basis of the foregoing sentence, the Company or NYBOTParent, as the case may beapplicable, shall have used inform the other party as to the general nature of what is being withheld and the Company and Parent shall use reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the foregoing impediments, including through the use of reasonable best efforts to (i) obtain the required consent or waiver of such any third party required to provide such inspection or disclosure, information and (ii) implement appropriate and mutually agreeable measures to disclose permit the disclosure of such information in a manner to remove the basis for the objection, including by arrangement of appropriate clean room procedures (including as set forth in the Clean Team Agreement), if the parties determine that doing so would reasonably permit the disclosure of such information without violating applicable Law or jeopardizing such privilege or otherwise implicate any privileged of the foregoing impediments. (c) Each of the Company and Parent hereby agrees that all information of ICE or NYBOT, as the case may be, provided to it or any of its Subsidiaries, or (iii) Representatives in connection with this Agreement and the case consummation of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 transactions contemplated hereby shall be directed deemed to an executive officer be “Confidential Information,” as such term is used in, and shall be treated in accordance with, the confidentiality agreement, dated as of ICE or NYBOTMay 19, 2025, between the Company and Parent (the “Confidentiality Agreement”) and, as applicable, the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms of the Clean Team Confidentiality Agreement, dated as of July 20, 2025, between the Company and Parent (the “Clean Team Agreement”).

Access. (a) Subject to applicable Law relating to the sharing of informationLaw, upon reasonable notice, the Company and except as may otherwise be required by applicable Law, ICE and NYBOT Parent each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officersRepresentatives (including, employeesfor this purpose, counsel, accountants, consultants and other authorized representatives (“Representatives”environmental consultants) reasonable access, during normal business hours throughout the period prior to the Effective Time, to its properties, books, contracts and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel as may reasonably be requested; , provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE the Company, Parent or NYBOT; Merger Sub, and provided, further, that the foregoing shall not require ICE the Company or NYBOT Parent (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of ICE the Company or NYBOTParent, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE the Company or NYBOTParent, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, disclosure or (ii) to disclose any privileged information of ICE the Company or NYBOTParent, as the case may be, or any of its Subsidiaries, or (iii) in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE the Company or NYBOTParent, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms of the Confidentiality Agreement. (b) Without limiting the generality of Sections 6.5(a) and 6.6(a), the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, use their reasonable best efforts to cooperate on a timely basis with Parent’s and Merger Sub’s efforts to obtain funding for the Transactions (and facilitating the syndication thereof) by way of (i) participating in due diligence sessions; (ii) assisting Parent, Merger Sub and its financing sources in preparing bank information memoranda and similar documents (including historical and pro-forma financial statements and information to the extent reasonably requested by Merger Sub); (iii) recording documents and executing and delivering financing documents (or ensuring the execution and delivery thereof) and other requested certificates or documents, including a certificate of the chief financial officer of the Company or any of its Subsidiaries with respect to solvency matters, comfort letters of accountants, consents of accountants for use of their reports in any materials relating to such funding, legal opinions, surveys and title insurance; (iv) providing reasonable direct contact between Parent’s and Merger Sub’s lenders involved in the funding process and their counsel and advisors (collectively, the “Funding Arrangers”) and the officers and directors of the Company and its Subsidiaries; and (v) permitting the Funding Arrangers to evaluate the Company’s and each of its Subsidiaries’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements and establishing bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing and to conduct a due diligence investigation of the Company and its Subsidiaries in connection with any bank financing, including access to outside accountants and key customers and key suppliers); provided that (1) such requested cooperation does not materially and adversely interfere with the ongoing operations of the Company or any of its Subsidiaries and (2) none of the Company or any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other expense in connection with their cooperation in the funding process prior to the Effective Time.

Access. Subject to applicable Law relating Between the date of this Agreement and Closing, upon at least two (2) days’ prior notice to the sharing of informationCompany, upon reasonable noticethe Company shall, and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause each Group Company and its Table of Contents Subsidiaries toand their respective Representatives to (a) afford the other’s officers, employees, counsel, accountants, consultants Representatives of Aegis and other authorized representatives (“Representatives”) reasonable accessits Affiliates designated by Aegis, during normal business hours throughout hours, reasonable access at reasonable times to its officers, Employees, auditors, legal counsel, properties, offices, plants and other facilities and to all books and records, (b) furnish Aegis and such Affiliates with all financial, operating and other data and information as Aegis or such Affiliate, through their respective Representative, may from time to time reasonably request, and (c) afford Aegis and such Affiliate the period prior opportunity to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the officers of the Company and its Subsidiaries from time to time as Aegis or such Affiliate may reasonably request, and to make proposals, recommendations and suggestions to the Effective Time, to its properties, books, contracts and records and, during such period, each shall (and shall cause Company or its Subsidiaries to) furnish promptly relating to the other all information concerning business and affairs of the Company or its business, properties and personnel as may reasonably be requestedSubsidiaries; provided that no investigation the Board of Directors of the Company shall have the sole discretion to decide on such proposals, recommendations and suggestions after considering them in good faith. Any costs incurred by Aegis in connection with the foregoing shall be borne by Aegis. Notwithstanding the foregoing provisions, neither the Company nor any other Group Company shall be obligated pursuant to this Section 6.6 shall affect or be deemed 5.2 to modify any representation or warranty made by ICE or NYBOT; provided, further, that the foregoing shall not require ICE or NYBOT (i) provide access to permit any inspection, or to disclose any information, that in the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its information which would be the subject of any confidentiality obligations with respect owed to confidentiality if ICE or NYBOT, as third parties and any information which the case may be, shall have used reasonable best efforts Company can demonstrate is confidential to obtain the consent of such third party its business operations and which would be detrimental to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, or any of its Subsidiaries, or (iii) competitive position in the case marketplace if disclosed including without limitation media buying rates, rebate structure, media and customer contract details and the CCTV auction pricing mechanisms. For the avoidance of ICEdoubt, the Company shall not be entitled to permit any inspection, or to disclose any withhold information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms of the Confidentiality Agreementfrom Chaview.

Access. Subject to applicable Law relating (a) For purposes of furthering the Transactions, during the period from the date of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with its terms, the Company shall (i) afford Parent and its Representatives reasonable access during normal business hours upon reasonable advance notice to the sharing of informationCompany, upon reasonable notice, to its and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s Subsidiaries’ officers, employees, counselproperties, accountantscontracts, consultants commitments, books and records and any report, schedule or other authorized representatives document filed or received by it pursuant to the requirements of applicable Laws (“Representatives”other than information concerning the value of the Company or relating to the process leading to the negotiation and execution of this Agreement and any communications relating to any Company Acquisition Proposal or Company Competing Transaction) and (ii) use its reasonable accessbest efforts to make available to Parent, during normal business hours throughout and at the period prior Company’s principal place of business or via telephone, the Company’s accountants, consultants, legal counsel, financial advisors and representatives, in each case to the Effective Time, extent reasonably requested by Parent in order to discuss the affairs of the Company and its properties, books, contracts and records and, during Subsidiaries. During such period, each shall (the Company shall, and shall cause its Subsidiaries to) furnish promptly , without limitation to the other preceding obligations, make available to Parent a copy of any written communication (and a summary of any material oral communication) received from the FDA or similar Governmental Authority promptly after receipt of such communication, shall provide Parent with a reasonable opportunity to review and comment on such filing or submission, and shall give reasonable consideration to all information concerning its business, properties and personnel as may comments reasonably be requested; provided that no investigation proposed by Parent. All access pursuant to this Section 6.6 6.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries and (ii) coordinated through the Chief Executive Officer of the Company or a designee thereof. (b) Notwithstanding anything to the contrary contained in this Section 6.3, neither the Company nor its Subsidiaries nor their respective Representatives shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the reasonable judgment of the Company’s outside legal counsel, (i) jeopardize the attorney-client privilege of the Company 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 any of its Subsidiaries or (B) Material Company Contract to which the Company or any of its Subsidiaries is party or by which any of their assets or properties are bound; provided, however, that in such instances the Company shall inform Parent of the general nature of the information being withheld and the basis for withholding and, upon Parent’s request, reasonably cooperate with Parent to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii), including using commercially reasonable efforts to seek consent from the applicable third party to any such Material Company Contract under which disclosure is prohibited. (c) No investigation by Parent or its Representatives shall affect or be deemed to modify any representation or warranty made by ICE waive the representations and warranties of the Company set forth in this Agreement. (d) The Parties hereby agree that all information provided to them or NYBOT; provided, further, that their respective Representatives in connection with this Agreement and the foregoing shall not require ICE or NYBOT (i) to permit any inspection, or to disclose any information, that in consummation of the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, or any of its Subsidiaries, or (iii) in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information Transactions shall be governed by in accordance with the terms Mutual Non-Disclosure Agreement, dated as of January 31, 2014, as amended on August 7, 2015, between the Company and Sun Pharmaceutical Industries Ltd. (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. Subject to applicable Law relating to the sharing of information, upon (a) Upon reasonable prior notice, the Company shall afford Parent and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to the Company’s and its Subsidiaries personnel, properties, booksContracts, contracts filings with Governmental Entities and books and records and, during such period, each the Company shall (and shall cause its Subsidiaries to) furnish promptly to the other Parent all available information concerning its business, properties and personnel business as Parent may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOTrequest; provided, furtherhowever, that the foregoing Company shall not require ICE or NYBOT (i) be required to permit any inspectioninspection or provide other access, or to disclose any information, that in the reasonable judgment of ICE the Company would: (i) violate any obligation of the Company under any Contract with respect to confidentiality or NYBOTprivacy; (ii) jeopardize protections afforded the Company under the attorney-client privilege, as the case may be, would attorney work product doctrine or similar legal privilege or protection; (iii) violate any Legal Requirement; or (iv) result in the disclosure of any trade secrets Trade Secrets of any third parties or violate any personal information that would expose the Company to the risk of liability; provided that in each case the Company shall inform Parent of the nature of the information being withheld, and shall use its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party make alternative arrangements that would allow Parent (or its applicable Representative) access to such inspection information. All information obtained by or disclosure, provided to Parent and its Representatives pursuant to this Agreement shall be treated as “Confidential Information” of the Company for purposes of the Non-Disclosure Agreement. (iib) To the extent that the Company or a Company Subsidiary elects to disclose any privileged information of ICE or NYBOT, as the case may be, or any of its Subsidiaries, or (iii) in the case of ICE, to permit any inspection, or to disclose furnish any information relating or material pursuant to any regulatory enforcementthis Agreement that includes material subject to the attorney-client privilege, investigations or inquiries conducted by ICE work product doctrine or any other regulatory activities 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 Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel sharing of such partymaterial 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. (c) No exchange of information or investigation by Parent or its Representatives shall affect or be governed deemed to affect, modify or waive the representations and warranties of the Company set forth in this Agreement. No exchange of information or investigation by the terms Company or its Representatives shall affect or be deemed to affect, modify or waive the representations and warranties of the Confidentiality Parent set forth in this Agreement. (d) The Company shall use reasonable best efforts to provide, no later than ten (10) Business Days prior to the Closing Date, a complete and accurate (in all material respects) list of each filing, payment, or other similar action that must be made or taken on or before the date that is ninety (90) days after the Closing Date in order to obtain, perfect or maintain in full force and effect each item of Company Owned IP.

Access. (a) Subject to applicable Law relating to and in accordance with the sharing of informationConfidentiality Agreement, upon reasonable notice, each of the SunGard Entities, with respect to the Business only, and except as may otherwise be required by applicable Lawthe Company Entities, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officersshall, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) reasonable access, during normal business hours throughout the period prior to the earlier of the Effective TimeTime or the termination of this Agreement, afford to the Datatel Entities and their duly authorized Representatives reasonable access to its officers, employees, consultants and representatives and, during normal business hours, in a manner that does not unreasonably interfere with the Business, to its and its Subsidiaries’ and the Company Subsidiaries’ officers, properties, Contracts, books, contracts records (including Tax Returns filed and records andthose in preparation, during such periodwork papers and other materials relating to Taxes, each shall (but only to the extent relating to the Company Entities or the Business), any report, schedule or other document filed or received by it pursuant to the requirements of the federal or state securities Laws, and shall use their respective reasonable efforts to cause its Subsidiaries to) their respective Representatives to furnish promptly such additional financial and operating data and other information, including environmental information, as to the other all information concerning its business, properties and personnel Business as may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall affect the Datatel Entities or be deemed to modify any representation or warranty made by ICE or NYBOT; provided, further, that the foregoing shall not require ICE or NYBOT (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of ICE or NYBOTtheir duly authorized Representatives, as the case may be, may reasonably request, and instruct its Representatives to cooperate with the Datatel Entities and their duly authorized Representatives in their investigation; provided, however, that the foregoing shall not permit the Datatel Entities or their duly authorized Representatives to conduct any invasive or destructive environmental sampling, testing or analysis on the property of the SunGard Entities, the Company or their Subsidiaries. (b) Notwithstanding the foregoing, neither the SunGard Entities, the Company Entities, nor their respective Subsidiaries, as applicable, shall be required to provide any information to the extent that any such Person has reasonably determined that it is legally obligated to keep such information confidential or otherwise not to provide such information or to the extent that such access would result in be reasonably likely to constitute a waiver of the disclosure attorney-client privilege. Each of the Datatel Entities will, and will cause its Subsidiaries to hold, and will direct its and their Representatives to hold, any trade secrets of third parties or violate and all information received from any of its obligations with respect to confidentiality if ICE the SunGard Entities, directly or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, or any of its Subsidiaries, or (iii) in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determinesindirectly, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, confidence in accordance with a copy to the General Counsel of such party. All such information shall be governed by the terms of the Confidentiality Agreement.

Access. Subject to applicable Law relating to the sharing of information, upon (a) Upon reasonable notice, the Company shall afford Parent and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) Representatives reasonable access, during normal business hours upon prior notice throughout the period prior to the Effective Time, to the Company’s and its Subsidiaries personnel, properties, bookscontracts, contracts filings with Governmental Entities and books and records and, during such period, each the Company shall (and shall cause its Subsidiaries to) furnish promptly to the other Parent all available information concerning its business, properties and personnel business as Parent may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOTrequest; provided, furtherhowever, that the foregoing Company shall not require ICE or NYBOT (i) be required to permit any inspectioninspection or provide other access, or to disclose any information, that in the reasonable judgment of ICE the Company would: (i) violate any obligation of the Company with respect to confidentiality or NYBOTprivacy; (ii) jeopardize protections afforded the Company under the attorney-client privilege, as the case may be, would attorney work product doctrine or similar legal privilege or protection; (iii) violate any Legal Requirement or (iv) result in the disclosure of any trade secrets of any third parties parties, competitively sensitive information, information concerning the valuation of the Company or violate any of its obligations with respect Subsidiaries or personal information that would expose the Company to confidentiality if ICE or NYBOTthe risk of liability; provided that in each case the Company shall inform Parent of the nature of the information being withheld, as the case may be, and shall have used use its commercially reasonable best efforts to obtain the consent of such third party make alternative arrangements that would allow Parent (or its applicable Representative) access to such inspection information. All information obtained by or disclosureprovided to Parent and its Representatives pursuant to this Agreement shall be treated as “Evaluation Material” of the Company for purposes of the Confidentiality Agreement. (b) Upon reasonable notice, (ii) Parent shall afford the Company and its Representatives reasonable access, during normal business hours upon prior notice throughout the period prior to disclose any privileged the Effective Time, to Parent’s and its Subsidiaries personnel, properties, contracts, filings with Governmental Entities and books and records and, during such period, Parent shall furnish promptly to the Company all available information of ICE or NYBOT, concerning its business as the case Company may bereasonably request; provided, or any of its Subsidiarieshowever, or (iii) in the case of ICE, that Parent shall not be required to permit any inspectioninspection or provide other access, or to disclose any information, that in the reasonable judgment of Parent would: (i) violate any obligation of Parent with respect to confidentiality or privacy; (ii) jeopardize protections afforded Parent under the attorney-client privilege, the attorney work product doctrine or similar legal privilege or protection; (iii) violate any Legal Requirement or (iv) result in the disclosure of any trade secrets of any third parties, competitively sensitive information, information relating to any regulatory enforcement, investigations or inquiries conducted by ICE concerning the valuation of Parent or any other regulatory activities of its Subsidiaries or personal information that would expose Parent to the Chief Regulatory Officer risk of ICE determinesliability; provided that in each case Parent shall inform the Company of the nature of the information being withheld, in his and shall use its commercially reasonable best efforts to make alternative arrangements that would allow the Company (or her sole discretion, is confidential and inappropriate its Representatives) access to disclose to NYBOTsuch information. All requests for information made obtained by or provided to the Company and its Representatives pursuant to this Section 6.6 Agreement shall be directed to an executive officer treated as “Evaluation Material” of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms Parent for purposes of the Confidentiality Agreement. (c) To the extent that any of the information or material furnished pursuant to this Agreement may include material subject to the 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 to 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 set forth in this Agreement. No exchange of information or investigation by the Company or its Representatives shall affect or be deemed to affect, modify or waive the representations and warranties of Parent set forth in this Agreement.

Access. Subject to applicable Law relating to the sharing of information, upon reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) reasonable access, during normal business hours throughout During the period prior commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X and the Effective Time, to its propertiesthe Company shall, books, contracts and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly , afford Parent and its Representatives reasonable access during normal business hours, upon reasonable notice, to the other all information concerning its businessproperties, properties books and records and personnel as may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOTof the Company and its Subsidiaries; provided, furtherhowever, that the foregoing shall not require ICE Company may restrict or NYBOT otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company or its Subsidiaries to permit any inspection, restrict or otherwise prohibit access to disclose any such documents or information, that in the reasonable judgment of ICE (ii) access to such documents or NYBOT, as the case may be, information would reasonably be expected to result in the disclosure a waiver of any trade secrets attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information or (iii) such documents or information relate to the evaluation or negotiation of third parties this Agreement, the transactions contemplated hereby or, subject to Section 7.2, an Acquisition Proposal or violate any Superior Proposal. In the event that the Company does not provide access or information in reliance on clauses (i) or (ii) of the preceding sentence, it shall use its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain communicate the consent applicable information to Parent in a way that would not violate any applicable Law or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 8.5 shall be conducted in a manner that does not unreasonably interfere with the conduct of such third party the business of the Company or its Subsidiaries or create a risk of damage or destruction to such inspection any property or disclosureassets of the Company or its Subsidiaries, (ii) shall be subject to disclose the Company’s and its Subsidiaries’ reasonable security measures and insurance requirements, and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any privileged information of ICE or NYBOT, as the case may be, obtained by Parent or any of its SubsidiariesRepresentatives in connection with any investigation conducted pursuant to the access contemplated by this Section 8.5. Nothing in this Section 8.5 or elsewhere in this Agreement shall be construed to require the Company or any of its Representatives to prepare any reports, analyses, appraisals, opinions or (iii) other information it would not otherwise prepare in the case ordinary course of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms of the Confidentiality Agreementits business.

Access. Subject During the period commencing on the date of this Agreement and continuing until the earlier to applicable Law relating occur of the termination of this Agreement pursuant to Article VIII and the sharing of informationEffective Time, upon reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each the Company shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants Parent and other authorized representatives (“Representatives”) its Representatives reasonable access, access during normal business hours throughout the period prior hours, upon reasonable notice, to the Effective Time, to its properties, books, contracts books and records and personnel of the Company and its Subsidiaries and, during such period, each the Company shall (and shall cause its Subsidiaries to) furnish reasonably promptly to the other Parent all information (financial or otherwise) concerning its business, properties and personnel as Parent may reasonably be requested; provided that no investigation pursuant request, including with respect to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOTthe Company Programs; provided, furtherhowever, that the foregoing shall not require ICE Company may restrict or NYBOT otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law requires the Company or its Subsidiaries to permit any inspection, restrict or otherwise prohibit access to disclose any such documents or information, that in (b) the reasonable judgment of ICE Company reasonably determines access to such documents or NYBOT, as the case may be, information would result in the disclosure a waiver of any trade secrets attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information or (c) such documents or information relate to the evaluation or negotiation of third parties this Agreement, the Transactions or, subject to Section 5.2 and Section 5.3, an Acquisition Proposal or violate any Superior Proposal. In the event that the Company does not provide access or information in reliance on clauses (a) or (b) of the preceding sentence, it shall use its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain communicate the consent applicable information to Parent in a way that would not violate any applicable Law or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 6.5 (i) shall be conducted in a manner that does not unreasonably interfere with the conduct of such third party the business of the Company or its Subsidiaries or create a risk of damage or destruction to such inspection any property or disclosure, (ii) to disclose any privileged information assets of ICE or NYBOT, as the case may be, Company or any of its Subsidiaries, or Subsidiaries and (iiiii) in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy subject to the General Counsel of such partyCompany’s reasonable security measures and insurance requirements. All such information shall be governed by the The terms and conditions of the Confidentiality AgreementAgreement 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 6.5.

Access. Subject to applicable Law relating to the sharing of information, upon reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each (a) Each Company Party shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s Parent Parties and the officers, employees, accountants, consultants, legal counsel, accountantsfinancial advisors, consultants financing sources and agents and other authorized representatives (collectively, “Representatives”) of each Parent Party, upon advance written notice, reasonable access, access during normal business hours hours, throughout the period prior to the earlier of the Effective TimeTime and the Termination Date, to its and its Subsidiaries’ personnel and properties, bookscontracts, contracts commitments, books and records andand any report, during schedule or other document filed or received by it pursuant to the requirements of applicable Laws and with such periodadditional existing accounting, each financing, operating, environmental and other data and information regarding the Company and its Subsidiaries, as Parent may reasonably request. Notwithstanding the foregoing, the Company Parties shall not be required to afford such access if it would unreasonably disrupt the operations of the Company or any of its Subsidiaries, would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party, would cause a risk of a loss of privilege to the Company or any of its Subsidiaries or would constitute a violation of any applicable Law. No Parent Party, nor any of its officers, employees or other Representatives, shall be permitted to perform any onsite procedures (including an onsite study, any Phase II environmental site assessment or other invasive or subsurface testing, sampling, monitoring or analysis) with respect to any property of the Company or any of the Company’s Subsidiaries without the Company’s prior written consent. Parent shall, and shall does hereby agree to, indemnify, defend and hold the Company and its Subsidiaries and their respective Representatives harmless from and against any and all actual loss arising out of Parent’s or its Representatives’ actions taken in or on the Company’s or any of its Subsidiaries’ properties. Parent agrees that it will not, and will cause its Subsidiaries Representatives not to, use any information obtained pursuant to this Section 5.3(a) furnish promptly for any purpose unrelated to the other all consummation of the transactions contemplated by this Agreement. No information concerning its business, properties and personnel as may reasonably be requested; provided that no or knowledge obtained by Parent in any investigation pursuant to this Section 6.6 5.3(a) shall affect or be deemed to modify any representation or warranty made by ICE the Company hereunder. (b) The Parties hereby agree that all information provided to them or NYBOT; provided, further, that the foregoing shall not require ICE or NYBOT (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, or any of its Subsidiaries, or (iii) in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive respective officers, as directors, employees or other Representatives in connection with this Agreement and the case may be, with a copy to consummation of the General Counsel of such party. All such information transactions contemplated hereby shall be governed by in accordance with the terms of the Mutual Confidentiality Agreement, dated as of May 12, 2025, between the Company and Parent (the “Confidentiality Agreement”).

Access. (a) Subject to compliance with applicable Law relating to Laws, (i) the sharing of information, upon reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) reasonable access, during normal business hours throughout the period prior to the Effective Time, to its properties, books, contracts and records and, during such period, each Company shall (and shall cause its Subsidiaries to) furnish promptly afford Parent and its Representatives reasonable access to, in connection with furthering the Transactions and the other transactions contemplated hereby or integration planning relating thereto, on reasonable advance notice, throughout the period prior to the earlier of the First Parent Merger Effective Time and the Termination Date, the Company’s and its Subsidiaries’ businesses, properties, Representatives, Contracts, commitments, books and records; provided that, notwithstanding the foregoing, Parent shall not have any right to perform sampling or testing of the environment or building materials at any property of the Company and (ii) each of the Company and Parent shall (and each shall cause its Subsidiaries to) reasonably promptly furnish the other Party and its Representatives and the Debt Financing Sources (A) all information concerning itself, its Subsidiaries and its and their directors (or equivalents), officers and stockholders/shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement/Prospectus, the Form F-4, any filings contemplated pursuant to Section 5.5, the Debt Financing or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Transactions or any other transactions contemplated by this Agreement or in connection with integration planning and (B) all other information concerning its business, properties and personnel as may reasonably be requested; provided that no investigation pursuant to requested by the other Party. (b) Notwithstanding the foregoing provisions of this Section 6.6 5.3, neither the Company nor Parent shall affect be required to afford such access or be deemed furnish such information if it would unreasonably disrupt the operations of such Party or any of its Subsidiaries, would cause a material violation of any agreement to modify which such Party or any representation of its Subsidiaries is a party, would result in a loss of privilege or warranty made by ICE Trade Secret protection to such Party or NYBOT; provided, further, that the foregoing shall not require ICE or NYBOT (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of ICE or NYBOT, as the case may beits Subsidiaries, would result in the disclosure of any trade secrets information in connection with any litigation or similar dispute between the Parties would constitute a violation of third parties any applicable Law or violate result in the disclosure of any Personal Information that would expose such Party to the risk of its obligations any material liability. In the event that Parent or the Company objects to any request submitted pursuant to and in accordance with respect to confidentiality if ICE this Section 5.3 and withholds information on the basis of the foregoing sentence, the Company or NYBOTParent, as the case may beapplicable, shall have used inform the other Party as to the general nature of what is being withheld and each of the Company and Parent shall use its respective reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the foregoing impediments, including through the use of its respective reasonable best efforts to (i) obtain the required consent or waiver of any third party required to provide such information and (ii) implement appropriate and mutually agreeable measures to permit the disclosure of such third party information in a manner to remove the basis for the objection, including by arrangement of appropriate clean room procedures (including as set forth in the Clean Team Agreement), if the Parties determine that doing so would reasonably permit the disclosure of such inspection information without violating applicable Law or disclosurejeopardizing such privilege. (c) The Company shall use reasonable best efforts to provide to Parent as soon as reasonably practicable (i) a list of all material Company Permits and (ii) a general description of the principal functions conducted at each parcel of such Company Leased Real Property and Company Owned Real Property. (d) As promptly as practicable following the date of this Agreement, the Company will provide a true, correct and complete listing of all outstanding Company Equity Awards as of the Company Capitalization Date, setting forth the number of shares of Company Common Stock subject to each Company Equity Award and the holder, grant date, vesting schedule and exercise price with respect to each Company Equity Award, as applicable. Prior to the Closing, the Company shall update such listing to include, for each Company RSU which is outstanding under a Company Deferral Plan: (i) the applicable Company Deferral Plan under which such Company RSU has been deferred, (ii) to disclose any privileged information of ICE whether such Company RSU is a Deferred Company RSU or NYBOT, as the case may be, or any of its Subsidiaries, or a Stock Equivalent Company RSU and (iii) in the case settlement date of ICEsuch Company RSU. (e) In addition to the obligations contemplated by this Section 5.3, to permit any inspectionSection 5.5, or to disclose any information relating to any regulatory enforcementSection 5.7, investigations or inquiries conducted by ICE Section 5.11, Section 5.12 or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms obligation of the Confidentiality Company to provide access to any information as contemplated by this Agreement, the Company shall provide Parent the materials set forth in Section 5.3(e) of the Company Disclosure Schedules until the earlier of the Closing Date and the Termination Date.

Access. Subject During the period commencing with the execution and delivery of this Agreement and continuing until the earlier to applicable Law relating occur of the termination of this Agreement pursuant to Article VIII and the sharing Effective Time, each of informationthe Company and Parent shall afford the other party and its respective Representatives reasonable access during normal business hours and in a manner that does not unreasonably disrupt or interfere with business operations, upon reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) reasonable access, during normal business hours throughout the period prior to the Effective Time, to its properties, booksbooks and records, contracts Contracts, Permits, and records andpersonnel, during as such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel as party may reasonably be requestedrequest; provided provided, however, that no information or knowledge obtained by Parent or the Company in any investigation conducted pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE of the Company, Parent, Merger Sub or NYBOTMerger Sub LLC set forth herein or the conditions to the obligations of Parent, Merger Sub, Merger Sub LLC or the Company to consummate the transactions contemplated hereby, including the Merger, or the remedies available to the parties hereunder; provided, and provided further, that the foregoing terms and conditions of the Confidentiality Agreement (as amended pursuant to Section 6.9) shall not require ICE apply to any information provided to Parent or NYBOT (i) the Company pursuant to permit any inspectionthis Section 6.6; and provided further, that neither the Company nor Parent shall be required to, nor shall they be required to cause their respective Subsidiaries to, afford access or to disclose any information, information that would (a) in the reasonable judgment of ICE the Company or NYBOTParent, as the case may beapplicable, would violate any Applicable Law or Order, (b) result in the disclosure a violation of any trade secrets of third parties or violate any of its obligations a confidentiality agreement with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such a third party entered into prior to such inspection the date of this Agreement or disclosureentered into after the date of this Agreement in the ordinary course of business consistent with past practice or (c) jeopardize the attorney-client, (ii) to disclose any privileged information attorney work product or other legal privilege of ICE or NYBOT, as the case may be, a party or any of its Subsidiaries. In the event that the Company or Parent does not provide access to or disclose information to the other party in reliance on the final proviso of the preceding sentence, or (iii) the disclosing party shall use reasonable best efforts to communicate such information in a manner that does not result in the case violation of ICEany such obligation, to permit Law or Order or the jeopardy of such protections. Notwithstanding the foregoing, neither Parent nor the Company nor any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officersrespective Subsidiaries or Representatives shall conduct or cause to be conducted any sampling, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms testing or other invasive investigation of the Confidentiality Agreementair, soil, soil gas, surface water, groundwater, building materials or other environmental media.

Access. Subject During the period commencing on the date of this Agreement and continuing until the earlier to applicable Law relating occur of the termination of this Agreement pursuant to Article VIII and the sharing of informationEffective Time, upon reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each the Company shall (and shall cause its Table of Contents Subsidiaries to) (i) afford the other’s officers, employees, counsel, accountants, consultants Parent and other authorized representatives (“Representatives”) its Representatives reasonable access, access during normal business hours throughout the period prior hours, upon reasonable notice, to the Effective Time, to its properties, books, contracts books and records and personnel of the Company and its Subsidiaries and, during such period, each the Company shall (and shall cause its Subsidiaries to) furnish reasonably promptly to the other Parent all information (financial or otherwise) concerning its business, properties and personnel (including for retention planning) as Parent may reasonably be requested; provided that no investigation pursuant request, including with respect to this Section 6.6 the Company Programs and (ii) promptly advise Parent of any Legal Proceeding commenced after the date hereof relating to the Specified Litigation, and shall affect or be deemed to modify any representation or warranty made by ICE or NYBOTkeep Parent reasonably informed regarding the Specified Litigation; provided, furtherhowever, that the foregoing shall not require ICE Company may restrict or NYBOT otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law requires the Company or its Subsidiaries to permit any inspection, restrict or otherwise prohibit access to disclose any such documents or information, that in (b) the reasonable judgment of ICE Company reasonably determines access to such documents or NYBOT, as the case may be, information would result in the disclosure a waiver of any trade secrets attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information or (c) such documents or information relate to the evaluation or negotiation of third parties this Agreement, the Transactions or, subject to Section 5.2 and Section 5.3, an Acquisition Proposal or violate any Superior Proposal. In the event that the Company does not provide access or information in reliance on clause (a) or (b) of the preceding sentence, it shall use its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain communicate the consent applicable information to Parent in a way that would not violate any applicable Law or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 6.5 shall be (i) conducted in a manner that does not unreasonably interfere with the conduct of such third party the business of the Company or its Subsidiaries or create a risk of damage or destruction to such inspection any property or disclosure, (ii) to disclose any privileged information assets of ICE or NYBOT, as the case may be, Company or any of its Subsidiaries, or Subsidiaries and (iiiii) in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy subject to the General Counsel of such partyCompany’s reasonable security measures and insurance requirements. All such information shall be governed by the The terms and conditions of the Confidentiality AgreementAgreement 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 6.5.

Access. (a) Subject to compliance with applicable Law relating to Laws, the sharing of information, upon reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each Company shall (i) provide to Parent and shall cause to its Table of Contents Subsidiaries to) afford the other’s officers, employees, accountants, consultants, legal counsel, accountantsfinancial advisors and agents, consultants lenders and other authorized representatives (collectively, “Parent Representatives”) reasonable access, access during normal business hours hours, throughout the period prior to the earlier of the Effective TimeTime and the Termination Date, to the Company’s and its Subsidiaries’ properties, bookscontracts, contracts commitments, books and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel as may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOT; provided, further, that the foregoing shall not require ICE or NYBOT (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) furnish to disclose Parent and its Parent Representatives such financial and operating data and other information as such Parent Representatives may reasonably request (including, but not limited to, furnishing to Parent the financial results of the Company in advance of any privileged information filing by the Company with the SEC containing such financial results) and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than directors who are not employees) of ICE or NYBOTthe Company and its Subsidiaries to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. The foregoing notwithstanding, as the case may be, Company shall not be required to afford such access if it would unreasonably disrupt the operations of the Company or any of its Subsidiaries, would cause a violation of any agreement to which the Company or (iii) in any of its Subsidiaries is a party, would cause a risk of a loss of privilege or trade secret protection to the case Company or any of ICEits Subsidiaries or would constitute a violation of any applicable Law, nor shall Parent or any of its Parent Representatives be permitted to permit perform any inspection, or to disclose any information relating onsite procedure with respect to any regulatory enforcement, investigations or inquiries conducted by ICE property of the Company or any other regulatory activities of its Subsidiaries. (b) Parent hereby agrees that all information provided to it or its Parent Representatives in connection with this Agreement and the Chief Regulatory Officer consummation of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 the transactions contemplated hereby shall be directed deemed to an executive officer of ICE or NYBOTbe Evaluation Material, as the case may besuch term is used in, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information and shall be governed treated in accordance with, the amended and restated confidentiality agreement, dated as of October 11, 2006, between the Company, Parent and Merger Sub (the “Confidentiality Agreement”); provided, that Parent shall be entitled to share such Evaluation Material with prospective co-investors or limited partners of the members of Parent and Merger Sub; provided further, however, that any prospective co-investors or limited partners of the shareholders of Parent to whom Parent provides Evaluation Material shall, prior to receiving such Evaluation Material, agree in writing to be bound by the terms confidentiality provisions of the Confidentiality AgreementAgreement or shall execute their own confidentiality agreements in identical or substantially identical form with the Company.

Access. Subject to applicable Law relating (a) Between the date of this Option Agreement and the Closing Date, Sellers will, and will cause each Casablanca Subsidiary to, afford to the sharing authorized representatives and agents of informationthe Buyer free and reasonable access to and the right to inspect the assets, upon reasonable noticeproperties, books and records thereof and their respective Affiliates to the extent related to any Casablanca Subsidiary or any Casablanca Property, and except as may otherwise will furnish, or cause to be required by applicable Lawfurnished to, ICE the Buyer such additional financial and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants operating data and other authorized representatives (“Representatives”) reasonable accessinformation regarding the same as the Buyer may from time to time reasonably request and is available to Sellers or any Casablanca Subsidiary. Sellers will, during normal and will cause each Casablanca Subsidiary to, make reasonably available for conference any of their respective officers and employees and will attempt to make available their respective agents vendors or suppliers who are involved in the business hours throughout conducted at any Casablanca Property as reasonably requested by the period prior Buyer and will supply, or cause to be supplied, to the Effective TimeBuyer all other information that the Buyer deems necessary to review the Casablanca Property as is available to Sellers or any Casablanca Subsidiary. The Buyer and the Buyer’s agents, representatives and designees will also have the continuing right until the Closing to its propertiesenter in and upon the Casablanca Properties to inspect, booksexamine, contracts survey and records andmake any borings, during such periodsoil bearing tests, each shall (monitoring ▇▇▇▇▇, or other physical tests and shall cause its Subsidiaries to) furnish promptly any other engineering, structural, building system, environmental, architectural or landscaping test, drawings, investigations, analyses or surveys which the Buyer deems necessary or appropriate, subject to the other all information concerning its businessprior written approval of Seller, properties and personnel as may reasonably which approval shall not be requested; provided that no investigation unreasonably withheld. Any access pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOT; provided, further, that the foregoing shall not require ICE or NYBOT (i6.2(a) to permit any inspection, or to disclose any information, that in the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, or any of its Subsidiaries, or (iii) in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed subject to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms of the Confidentiality Agreementapplicable Property Lease. (b) The Buyer will cooperate with Sellers to conduct the inspections, examinations, surveys, tests, drawings, investigations, analyses, surveys, reviews and interviews contemplated in this Section 6.2 in such a manner as to cause as little disruption to the business conducted at the Casablanca Properties as possible, and the Buyer will indemnify, defend and save the Sellers harmless from any Damages incurred by the Sellers to the extent such Damages are caused by Buyer’s or its employees’, contractors’ or representatives’ negligence in the performance of such inspections, examinations, surveys, analyses, tests, drawings, investigations, surveys, reviews and interviews; provided, however, that in no event shall the Buyer be liable for any Damages based solely on its discovery of pre-existing conditions.

Access. (a) Subject to applicable Law relating to the sharing of information, upon reasonable notice, and except as may otherwise be required by compliance with applicable Law, ICE the Company shall afford to Parent and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, accountants, consultants, legal counsel, accountants, consultants financial advisors and agents and other authorized representatives (collectively, “Representatives”) and Parent’s financing sources and their Representatives reasonable access, access during normal business hours hours, throughout the period prior to the earlier of the Effective TimeTime and the Termination Date, to the Company’s and its Subsidiaries’ properties, booksContracts, contracts commitments, books and records and, during such period, each shall (the Company shall, and shall cause its Subsidiaries to) , furnish promptly to the other Parent and its Representatives and Parent’s financing sources and their Representatives all information concerning its business, properties and personnel as may reasonably be requested; provided that no investigation pursuant to this Section 6.6 6.2 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOT; providedthe Company herein. The foregoing notwithstanding, further, that the foregoing Company shall not require ICE be required to afford such access or NYBOT (i) to permit any inspection, or to disclose any information, that in furnish such information if it would unreasonably disrupt the reasonable judgment operations of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, Company or any of its Subsidiaries, would unreasonably disrupt or risk materially delaying the Company’s completion of restatements of its historical financial statements, would cause a violation of the confidentiality provisions of any Contract to which the Company or any of its Subsidiaries is a party, would cause a risk of a loss of privilege or would constitute a violation of any applicable Law. At the request of Parent, through the period prior to the earlier of the Effective Time and the Acceptance Date, the Company shall use its reasonable best efforts (iiiwhich shall not include any obligation to pay any fee or incur any liability or obligation to any third party) to obtain waivers from person who are parties to Contracts with the Company or its Subsidiaries that contain confidentiality provisions in order for Parent to be provided reasonable access to such Contracts. Without limiting the foregoing, the Company shall keep Parent apprised on a reasonably prompt basis of material developments relating to the Restatement and Related Matters and shall provide Parent two (2) Business Days’ advanced notice of the time the Company becomes Current (as defined in Annex I). If at any time the Company believes that it will not achieve the revenue, EBITDA or cash flow projections set forth in the case 2007 quarterly plan attached to Section 6.2(a) of ICEthe Company Disclosure Schedule, it will promptly notify and consult in good faith with Parent with respect to permit any inspection, such anticipated failure to achieve such projections. (b) Parent hereby agrees that all information provided to it or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that its Representatives in connection with this Agreement and the Chief Regulatory Officer consummation of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 the transactions contemplated hereby shall be directed deemed to an executive officer of ICE or NYBOTbe Evaluation Material, as the case may besuch term is used in, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information and shall be governed by treated in accordance with, the terms confidentiality agreement, dated as of September 28, 2006, between the Company and Parent (the “Confidentiality Agreement”).

Access. Subject At all times during the period commencing on the date of this Agreement and continuing until the earlier to applicable Law relating occur of the termination of this Agreement pursuant to Article IX and the sharing of informationEffective Time, the Company shall afford Parent, Acquisition Sub, their officers, their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and except as may otherwise be required by applicable Lawrecords, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officerscontracts, employeesanalyses, counseltax returns, accountantsdata, consultants regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other authorized representatives (“Representatives”) reasonable access, during normal business hours throughout the period prior to the Effective Time, to its properties, books, contracts and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other all information concerning its businessfacilities, properties and personnel of the Company; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent legal counsel for the Company reasonably determines that (a) any applicable Law requires the Company 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 Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, or (c) access to such documents or information that may be subject to any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall give notice to Parent of the fact that it is withholding such information or documents pursuant to clause (a) through (c) above, as may reasonably applicable, and thereafter 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 waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.7 shall be requested; provided conducted in a manner that no does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries 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 Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its 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 7.7. Nothing in this Section 7.7 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information. No investigation pursuant to this Section 6.6 shall 7.7 will affect or be deemed to modify any representation or warranty made by ICE or NYBOT; provided, further, that the foregoing shall not require ICE or NYBOT (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE the representations or NYBOT, warranties of the Parties contained in this Agreement or prejudice the rights and remedies of Parent or Acquisition Sub hereunder solely as the case may be, shall have used reasonable best efforts to obtain the consent a result of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, or any of its Subsidiaries, or (iii) in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms of the Confidentiality Agreementinvestigation.

Access. Subject During the period from the date of this Agreement through the earlier of the Effective Time or the termination of this Agreement pursuant to applicable Law relating Section 9.1 (the “Pre-Closing Period”), and upon reasonable advance notice to the sharing of informationCompany, upon the Company shall provide Parent and Parent’s Representatives with reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) reasonable access, access during normal business hours throughout the period prior to the Effective Time, to its properties, books, contracts Company’s existing books and records and, during such period, each shall (for the purpose of enabling Parent to verify the accuracy of the Company’s representations and shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel as may reasonably be requested; provided that no investigation pursuant to warranties contained in this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOTAgreement; provided, furtherhowever, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the foregoing supervision of appropriate personnel of the Company and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby in accordance with the terms hereof and not to interfere with the normal operation of the business of the Company. Nothing herein shall not require ICE or NYBOT (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, or any of its Subsidiaries, or (iii) in the case of ICE, to permit any inspection, or Company to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determinesParent if such disclosure would, in his its reasonable discretion (a) jeopardize any attorney-client or her sole discretionother legal privilege or (b) contravene any applicable Legal Requirement, fiduciary duty or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is confidential a party). During the Pre-Closing Period, and inappropriate upon reasonable advance notice to Parent, Parent shall provide Company and Company’s Representatives with reasonable access during normal business hours to Parent’s existing books and records for the purpose of enabling the Company to verify the accuracy of Parent’s representations and warranties contained in this Agreement; provided, however, that any such access shall be conducted at the Company’s expense, at a reasonable time, under the supervision of appropriate personnel of Parent and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby in accordance with the terms hereof and not to interfere with Parent’s operations to effect the Creditor Plan and the transactions contemplated by this Agreement. Nothing herein shall require Parent to disclose to NYBOT. All requests for any information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel Company if such disclosure would, in its reasonable discretion (a) jeopardize any attorney- client or other legal privilege or (b) contravene any applicable Legal Requirement, fiduciary duty or binding agreement entered into prior to the date of such this Agreement (including any confidentiality agreement to which Parent or its Affiliates is a party. All such information shall be governed by the terms of the Confidentiality Agreement).

Access. Subject to applicable Law relating (a) From the date of this Agreement until the Effective Time, the Company shall (i) upon reasonable prior notice, give Parent and Purchaser, their officers and a reasonable number of their employees and their authorized representatives, reasonable access during normal business hours to the sharing Company Agreements, contracts, books, records, analysis, projections, plans, systems, personnel, commitments, offices and other facilities and properties of informationthe Company and its accountants and accountants’ work papers and (ii) furnish Parent and Purchaser on a timely basis with such financial and operating data and other information with respect to the business, upon properties and Company Agreements of the Company as Parent and Purchaser may from time to time reasonably request and use its reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford best efforts to make available at all reasonable times during normal business hours to the other’s officers, employees, accountants, counsel, accountants, consultants financing sources and other authorized representatives of Parent and Purchaser the appropriate individuals (“Representatives”including management personnel, attorneys, accountants and other professionals) reasonable accessfor discussion of the Company’s business, during normal business hours throughout the period prior to the Effective Time, to its properties, booksprospects and personnel as Parent or Purchaser may reasonably request. In addition, contracts and records and, during such period, each the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent (x) a copy of each material report, schedule, statement and other document submitted or filed by it with any Governmental Entity and (y) the other all information concerning its business, properties and personnel as may internal or external reports prepared by it in the ordinary course that are reasonably be requested; provided that no required by Parent promptly after such reports are made available to the Company’s personnel. (b) No investigation heretofore conducted or conducted pursuant to this Section 6.6 6.2 shall affect or be deemed to modify any representation or warranty made by ICE the parties hereunder or NYBOT; providedany conditions to the obligations of the parties hereunder or any condition or requirement set forth in Annex I. (c) Notwithstanding anything to the contrary set forth herein, further, that the foregoing Company shall not require ICE or NYBOT (i) be required to permit any inspectionprovide access to, or to disclose any information, that where such access or disclosure would jeopardize the attorney-client privilege of the Company or contravene any law (including without limitation the HSR Act), in which latter case the reasonable judgment of ICE Company shall provide access to or NYBOTdisclose such information to the fullest extent permitted by such law and shall cooperate with Parent in seeking all necessary exemptions, as the case may be, would result in the disclosure of any trade secrets of third parties permits or violate any of its obligations with respect to confidentiality if ICE other consents or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, or any of its Subsidiaries, or (iii) in the case of ICE, approvals to permit any inspectionthe Company to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to, or to disclose any information relating to any regulatory enforcementParent, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms of the Confidentiality Agreementinformation.

Access. Subject to applicable Law relating to (a) For purposes of furthering the sharing of information, transactions contemplated by this Agreement and upon reasonable prior notice, the Company shall afford Parent and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) Representatives reasonable access, during normal business hours throughout the period prior to the First Effective Time, to its the Company’s and the Company Subsidiaries’ personnel, properties, booksContracts, contracts filings with Governmental Entities and books and records and, during such period, each the Company shall (and shall cause its Subsidiaries to) furnish promptly to the other Parent all available information concerning its business, properties and personnel business as Parent may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOTrequest; provided, furtherhowever, that the foregoing Company shall not require ICE or NYBOT (i) be required to permit any inspectioninspection or provide other access, or to disclose any information, that in the reasonable judgment of ICE the Company would: (i) violate any obligation of the Company with respect to confidentiality or NYBOTprivacy; (ii) in light of COVID-19 or COVID-19 Measures, as jeopardizes the case may behealth and safety of any officer or employee of the Company or any of the Company Subsidiaries; (iii) jeopardize protections afforded the Company under the attorney-client privilege, would the attorney work product doctrine or similar legal privilege or protection; (iv) violate any Legal Requirement; (v) result in the disclosure of any trade secrets of any third parties parties, competitively sensitive information, information concerning the valuation of the Company or violate any of the Company Subsidiaries or personal information that would expose the Company to the risk of liability; or (vi) cause a material breach of, or material default pursuant to, any binding agreement entered into by the Company or any Company Subsidiary; provided that in each case the Company shall inform Parent of the nature of the information being withheld, and shall use its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used commercially reasonable best efforts to obtain the consent of such third party make alternative arrangements that would allow Parent (or its applicable Representative) access to such inspection or disclosureinformation. (b) For purposes of furthering the transactions contemplated by this Agreement and upon reasonable prior notice, (ii) Parent shall afford the Company and its Representatives reasonable access, during normal business hours throughout the period prior to disclose any privileged the First Effective Time, to Parent’s and the Parent Subsidiaries’ personnel, properties, Contracts, filings with Governmental Entities and books and records and, during such period, Parent shall furnish promptly to the Company all available information of ICE or NYBOT, concerning its business as the case Company may bereasonably request; provided, or any of its Subsidiarieshowever, or (iii) in the case of ICE, that Parent shall not be required to permit any inspectioninspection or provide other access, or to disclose any information, that in the reasonable judgment of Parent would: (i) violate any obligation of Parent with respect to confidentiality or privacy; (ii) in light of COVID-19 or COVID-19 Measures, jeopardizes the health and safety of any officer or employee of Parent or any of the Parent Subsidiaries; (iii) jeopardize protections afforded Parent under the attorney-client privilege, the attorney work product doctrine or similar legal privilege or protection; (iv) violate any Legal Requirement; (v) result in the disclosure of any trade secrets of any third parties, competitively sensitive information, information relating concerning the valuation of Parent or any of the Parent Subsidiaries or personal information that would expose Parent to the risk of liability; or (vi) cause a material breach of, or material default pursuant to, any regulatory enforcementbinding agreement entered into by Parent or any Parent Subsidiary; provided that in each case Parent shall inform the Company of the nature of the information being withheld, investigations and shall use its commercially reasonable best efforts to make alternative arrangements that would allow the Company (or inquiries conducted by ICE its applicable Representatives) access to such information. (c) To the extent that any of the information or material furnished pursuant to this Agreement may include material subject to the attorney-client privilege, work product doctrine or any other regulatory activities applicable privilege, the parties hereto 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 Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel sharing of such partymaterial 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) In no event shall the work papers of any of the parties hereto and their respective Subsidiaries’ independent accountants and auditors be accessible to any other party hereto or any of its Representatives unless and until such accountants and auditors have provided a consent related thereto in form and substance reasonably acceptable to such auditors or independent accountants. (e) All information provided by the Company or Parent or their respective Representatives shall be governed by the terms of held in confidence in accordance with the Confidentiality Agreement. (f) 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 set forth in this Agreement. No exchange of information or investigation by the Company or its Representatives shall affect or be deemed to affect, modify or waive the representations and warranties of Parent set forth in this Agreement.

Access. Subject to applicable Law relating to the sharing of information, upon (a) Upon reasonable prior notice, the Company shall afford Parent and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to the Company’s and its Subsidiaries personnel, properties, booksContracts, contracts filings with Governmental Entities and books and records and, during such period, each the Company shall (and shall cause its Subsidiaries to) furnish promptly to the other Parent all available information concerning its business, properties and personnel business as Parent may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOTrequest; provided, furtherhowever, that the foregoing Company shall not require ICE or NYBOT (i) be required to permit any inspectioninspection or provide other access, or to disclose any information, that in the reasonable judgment of ICE the Company would: (i) violate any obligation of the Company with respect to confidentiality or NYBOTprivacy; (ii) jeopardize protections afforded the Company under the attorney-client privilege, as the case may be, would attorney work product doctrine or similar legal privilege or protection; (iii) violate any Legal Requirement; or (iv) result in the disclosure of any trade secrets of any third parties parties, competitively sensitive information, information concerning the valuation of the Company or violate any of its obligations with respect Subsidiaries or personal information that would expose the Company to confidentiality if ICE or NYBOTthe risk of liability; provided that in each case the Company shall inform Parent of the nature of the information being withheld, as the case may be, and shall have used use its commercially reasonable best efforts to obtain the consent of such third party make alternative arrangements that would allow Parent (or its applicable Representative) access to such inspection information. All information obtained by or disclosureprovided to Parent and its Representatives pursuant to this Agreement shall be treated as “Confidential Information” of the Company for purposes of the Non-Disclosure Agreement. (b) Upon reasonable prior notice, (ii) Parent shall afford the Company and its Representatives reasonable access, during normal business hours throughout the period prior to disclose any privileged the Effective Time, to Parent’s and its Subsidiaries personnel, properties, Contracts, filings with Governmental Entities and books and records and, during such period, Parent shall furnish promptly to the Company all available information of ICE or NYBOT, concerning its business as the case Company may bereasonably request; provided, or any of its Subsidiarieshowever, or (iii) in the case of ICE, that Parent shall not be required to permit any inspectioninspection or provide other access, or to disclose any information, that in the reasonable judgment of Parent would: (i) violate any obligation of Parent with respect to confidentiality or privacy; (ii) jeopardize protections afforded Parent under the attorney-client privilege, the attorney work product doctrine or similar legal privilege or protection; (iii) violate any Legal Requirement; or (iv) result in the disclosure of any trade secrets of any third parties, competitively sensitive information, information relating concerning the valuation of Parent or any of its Subsidiaries or personal information that would expose Parent to the risk of liability; provided that in each case Parent shall inform the Company of the nature of the information being withheld, and shall use its commercially reasonable best efforts to make alternative arrangements that would allow the Company (or its Representatives) access to such information. All information obtained by or provided to the Company and its Representatives pursuant to this Agreement shall be treated as “Confidential Information” of Parent for purposes of the Non-Disclosure Agreement. (c) To the extent that any regulatory enforcementof the information or material furnished pursuant to this Agreement may include material subject to the attorney-client privilege, investigations or inquiries conducted by ICE work product doctrine or any other regulatory activities 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 Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel sharing of such partymaterial 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 governed deemed to affect, modify or waive the representations and warranties of the Company set forth in this Agreement. No exchange of information or investigation by the terms Company or its Representatives shall affect or be deemed to affect, modify or waive the representations and warranties of the Confidentiality Parent set forth in this Agreement.

Access. (a) Subject to applicable Law relating Laws, during the period from the date of this Agreement to the sharing of informationClosing, upon reasonable noticeCareOregon shall, and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause the CareOregon Companies to, and the CareOregon Companies shall, authorize and permit SCAN Group and its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”which term shall be deemed to include its independent accountants and counsel) to have reasonable access, during normal business hours throughout hours, upon reasonable advance notice and in such manner as will not unreasonably interfere with the period prior conduct of the CareOregon Business, to (i) the facilities and assets of CareOregon and the CareOregon Companies, (b) the properties, books and records relating to the Effective TimeCareOregon Business, and (c) the officers of CareOregon and the CareOregon Companies, in each case to its the extent necessary or appropriate for the purposes of obtaining any necessary Approvals of or Permits for the transactions contemplated by this Agreement and familiarizing SCAN Group with developments relating to the CareOregon Business arising after the date hereof. All requests for access to such facilities, assets, properties, books, contracts records, officers and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel as may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOT; provided, further, that the foregoing shall not require ICE or NYBOT (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, or any of its Subsidiaries, or (iii) in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by made to the representatives who CareOregon shall designate, who shall be solely responsible for coordinating and shall coordinate all such requests and all access permitted hereunder. Any information provided to SCAN Group or its representatives in accordance with this Section 7.1(a) shall be subject to the terms of the Confidentiality Agreement. (b) From and after the date of this Agreement, ▇▇▇▇▇▇▇▇▇▇ shall continue to keep and preserve, and shall cause the CareOregon Companies to keep and preserve, any books and records relating to the CareOregon Business which it or the applicable CareOregon Company maintained prior to the date hereof, including payroll and accounts payable records, whether electronic or in any other form, in accordance with applicable Law and the record retention policy of CareOregon and the CareOregon Companies, a copy of which has been provided to SCAN Group. (c) Subject to applicable Laws, during the period from the date of this Agreement to the Closing, SCAN Group shall, and shall cause the SCAN Companies to, and the SCAN Companies shall, authorize and permit CareOregon and its representatives (which term shall be deemed to include its independent accountants and counsel) to have reasonable access, during normal business hours, upon reasonable advance notice and in such manner as will not unreasonably interfere with the conduct of the SCAN Business, to (i) the facilities and assets of SCAN Group and the SCAN Companies, (b) the properties, books and records relating to the SCAN Business, and (c) the officers of SCAN Group and the SCAN Companies, in each case to the extent necessary or appropriate for the purposes of obtaining any necessary Approvals of or Permits for the transactions contemplated by this Agreement and familiarizing CareOregon with developments relating to the SCAN Business arising after the date hereof. All requests for access to such facilities, assets, properties, books, records, officers and other information shall be made to the representatives who SCAN Group shall designate, who shall be solely responsible for coordinating and shall coordinate all such requests and all access permitted hereunder. Any information provided to CareOregon or its representatives in accordance with this Section 7.1(c) shall be subject to the terms of the Confidentiality Agreement. (d) From and after the date of this Agreement, SCAN Group shall continue to keep and preserve, and shall cause the SCAN Companies to keep and preserve, any books and records relating to the SCAN Business which it or the applicable SCAN Company maintained prior to the date hereof, including payroll and accounts payable records, whether electronic or in any other form, in accordance with applicable Law and the record retention policy of SCAN Group and the SCAN Companies, a copy of which has been provided to CareOregon.

Access. Subject to applicable Law relating (a) For purposes of furthering the Transactions, during the period from the date of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with its terms, the Company shall (i) afford Parent and its Representatives reasonable access during normal business hours upon reasonable advance notice to the sharing of informationCompany, upon reasonable notice, to its and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s Subsidiaries’ officers, employees, counselproperties, accountantscontracts, consultants commitments, books and records and any report, schedule or other authorized representatives document filed or received by it pursuant to the requirements of applicable Laws (“Representatives”other than information concerning the value of the Company or relating to the process leading to the negotiation and execution of this Agreement and any communications relating to any Company Acquisition Proposal or Company Competing Transaction) and (ii) use its reasonable accessbest efforts to make available to Parent, during normal business hours throughout and at the period prior Company’s principal place of business or via telephone, the Company’s accountants, consultants, legal counsel, financial advisors and representatives, in each case to the Effective Time, extent reasonably requested by Parent in order to discuss the affairs of the Company and its properties, books, contracts and records and, during Subsidiaries. During such period, each shall (the Company shall, and shall cause its Subsidiaries to) furnish promptly , without limitation to the other all information concerning its businesspreceding obligations, properties make available to Parent a copy of any written communication (and personnel as may reasonably be requested; provided that no investigation a summary of any material oral communication) received from the FDA or similar Governmental Authority promptly after receipt of such communication. All access pursuant to this Section 6.6 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries and (ii) coordinated through the Chief Executive Officer of the Company or a designee thereof. (b) Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor its Subsidiaries nor their respective Representatives shall be required to provide any access, or make available any document, correspondence or information, if doing so would, in the reasonable judgment of the Company’s outside legal counsel, (i) jeopardize the attorney-client privilege of the Company 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 any of its Subsidiaries or (B) Material Company Contract to which the Company or any of its Subsidiaries is party or by which any of their assets or properties are bound; provided, however, that in such instances the Company shall inform Parent of the general nature of the information being withheld and the basis for withholding and, upon Parent’s request, reasonably cooperate with Parent to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii), including using commercially reasonable efforts to seek consent from the applicable third party to any such Material Company Contract under which disclosure is prohibited. (c) No investigation by Parent or its Representatives shall affect or be deemed to modify any representation or warranty made by ICE waive the representations and warranties of the Company set forth in this Agreement. (d) The Parties hereby agree that all information provided to them or NYBOT; provided, further, that their respective Representatives in connection with this Agreement and the foregoing shall not require ICE or NYBOT (i) to permit any inspection, or to disclose any information, that in consummation of the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, or any of its Subsidiaries, or (iii) in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information Transactions shall be governed by the terms of in accordance with the Confidentiality Agreement, dated as of May 8, 2014, between the Company and Parent (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.

Access. Subject (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to applicable Law relating occur of (x) the termination of this Agreement pursuant to Article VIII and (y) the sharing of informationEffective Time, the Company shall afford Parent and its accountants, legal counsel and other representatives full and complete access during normal business hours, upon reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) reasonable access, during normal business hours throughout the period prior to the Effective Timeassets (including the Company IP, design processes and source code), properties (including the right to its conduct an environmental site assessment and audit of the properties), books, contracts books and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly personnel of the Company to the other enable Parent to obtain all information concerning its the business, properties including the status of product development efforts, properties, results of operations and personnel of the Company, as Parent may reasonably be requestedrequest; provided provided, however, that no information or knowledge obtained by Parent in any investigation conducted pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE of the Company set forth herein or NYBOTthe conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated hereby, including the Merger, or the remedies available to the parties hereunder; provided, and provided further, that the foregoing terms and conditions of the Confidentiality Agreement (as amended pursuant to Section 6.9) shall not require ICE or NYBOT apply to any information provided to Parent pursuant to this Section 6.6. (ib) to permit any inspectionIn particular, or to disclose any informationbut without limitation, that in from and after the reasonable judgment date of ICE or NYBOTthis Agreement, as the case may beParent and its agents, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, contractors and representatives shall have used reasonable best efforts to obtain the consent right and privilege of such third party to such inspection entering upon all properties leased or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as occupied by the case may be, Company or any of its SubsidiariesSubsidiaries and of reviewing the Company’s books and records regarding such properties from time to time as needed to make any inspections, evaluations, surveys or tests which Parent may deem necessary or appropriate. Parent’s exercise of its right to inspect such properties, or Parent’s election not to inspect any property, shall in no way be interpreted as a waiver of any of Parent’s rights or remedies contained in this Agreement, including, without limitation, Parent’s right to rely upon the Company’s representations and warranties in this Agreement. (iiic) Parent and the Company agree to mutually cooperate in testing the case of ICECompany’s IT systems for compatibility and interoperability with Parent’s IT systems and in other like matters as reasonably requested by Parent prior to Closing. In particular, to permit any inspectionbut without limitation, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that from and after the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms date of the Confidentiality Agreementsatisfaction of the condition set forth in Section 7.1(b), the Company shall provide to Parent the information described on Schedule 6.6(c) for purposes of allowing Parent to test its internal business systems ability to accept and process Company data.

Access. Subject to applicable Law relating to the sharing of information, upon (a) Upon reasonable notice, each of DISH and except as may otherwise be required by applicable LawEchoStar shall, ICE and NYBOT each shall (and shall cause its Table each of Contents their respective Subsidiaries to) , afford to the otherother party and the other party’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) Representatives reasonable access, during normal business hours upon prior notice throughout the period prior to the Effective Time, to its their respective personnel, properties, booksContracts, contracts filings with Governmental Entities and books and records and, during such period, each of DISH and EchoStar shall (and shall cause its Subsidiaries to) furnish promptly to the other party all available information concerning its businessbusiness as DISH or EchoStar, properties and personnel as the case may be, may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOTrequest; provided, furtherhowever, that the foregoing each party shall not require ICE or NYBOT (i) be required to permit any inspectioninspection or other access, or to disclose any information, that in the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or such party would: (i) violate any obligation of its obligations such party with respect to confidentiality if ICE or NYBOTprivacy; (ii) jeopardize protections afforded such party under the attorney-client privilege, as 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 may beof clauses (i), (ii) and (iii) such party shall have used inform the other party of the nature of the information being withheld, and shall use its reasonable best efforts to obtain the consent of such third party make alternative arrangements with respect to such inspection or disclosure, (ii) information. Each party shall use commercially reasonable security measures to disclose any privileged access the systems and information of ICE or NYBOT, as the case may be, or any of its Subsidiaries, or (iii) in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOTparty. All requests for confidential information made obtained by each party and its Representatives pursuant to this Section 6.6 4.8(a) shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy subject to the General Counsel Confidentiality Agreement so long as it satisfies the definition of “Evaluation Material” contained therein. (b) To the extent that any of the information or material furnished pursuant to this Agreement may include material subject to the 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 partymaterial 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 the joint defense doctrine. (c) No exchange of information or investigation by DISH or EchoStar or any of their respective Representatives shall affect or be governed by deemed to affect, modify or waive the terms representations and warranties of the Confidentiality EchoStar or DISH, respectively, set forth in this Agreement.

Access. Subject to applicable Law relating The Contributors will afford to the sharing of information, upon reasonable notice, Partnership and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountantsfinancial advisors, consultants auditors and other authorized representatives (“Representatives”) reasonable accessaccess to the Contributors’ and the Companies’ financial, title, tax, corporate and legal materials and operating data and information available as of the date hereof and which becomes available to the Contributors at any time prior to the Closing Date, and will furnish to the Partnership such other information as it may reasonably request, unless any such access and disclosure would violate the terms of any agreement to which the Contributors and the Companies are bound or any applicable law or regulation, or jeopardize the availability of any privilege. The Contributors will use their reasonable best efforts to secure all requisite consents for the examination by the Partnership and their Representatives of all information covered by confidentiality agreements and will promptly communicate to the Partnership or its Representatives the substance of any such information, whether by redacting parts thereof or otherwise, so that disclosure would not violate any such confidentiality agreement or cause the loss of the privilege with respect thereto, and otherwise shall make all reasonable and appropriate substitute disclosure arrangements. The Contributors will cause the Companies to allow the Partnership access to and consultation with the lawyers, accountants, and other professionals employed by or used by the Companies for all purposes under this Agreement. Any such consultation shall occur under circumstances appropriate to maintain intact the attorney-client privilege as to privileged communications and attorney work product. Additionally, the Contributors will afford to the Partnership and its Representatives reasonable access to the books and records of the Contributors insofar as they relate to property, accounting and tax matters of the Companies. Until the Closing Date, the confidentiality of any data or information so acquired shall be maintained by the Partnership and its Representatives. Further, the Contributors will afford to the Partnership and its Representatives reasonable access from the date hereof until the Closing Date, during normal business hours throughout the period prior hours, to the Effective Time, to its Companies’ assets and properties, books, contracts and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel as may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOT; provided, further, that the foregoing shall not require ICE or NYBOT (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, or any of its Subsidiaries, or (iii) in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 access shall be directed to an executive officer of ICE or NYBOTat the sole cost, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms expense and risk of the Confidentiality AgreementPartnership.

Access. Subject to applicable Law relating to From the sharing of informationdate hereof until the Closing Date, upon reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and Seller shall cause the SRLP Entities to provide Acquiror and its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants Affiliates and other authorized representatives (“Representatives”) Representatives with reasonable access, access during normal business hours throughout and upon reasonable notice to (i) the period prior to the Effective Timeoffices, to its properties, books, contracts books and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly to of the other all information concerning its business, properties and personnel as may reasonably be requestedSRLP Entities; provided that no investigation such access does not unreasonably interfere with the normal operations of any of the SRLP Entities and (ii) information related to the financial or Tax records of SRLP Entities, including Tax Returns (including any supporting documents), elections, Contracts, schedules, officer’s certificates, analyses, memoranda, tax opinions, and any other information in the SRLP’s possession, in each case, as may be reasonably requested by Acquiror to assess that SRLP satisfies the exception for partnerships that meet the “qualifying income” requirement in Section 7704(c) of the Code. The information provided pursuant to this Section 6.6 6.1 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOT; provided, further, that constitute Information (as defined in the foregoing Confidentiality Agreement) under the Confidentiality Agreement. Nothing set forth in this Agreement shall not require ICE or NYBOT (i) to permit any inspectionSeller to, or to disclose cause any informationSRLP Entity to, that in the reasonable judgment of ICE (a) allow Acquiror and its Affiliates or NYBOTRepresentatives to, as the case may beand Acquiror and its Affiliates and Representatives shall not, would result in the disclosure of conduct any trade secrets of third parties sampling, boring drilling or violate any of its obligations other invasive investigation activities with respect to confidentiality if ICE soil, groundwater or NYBOTother media, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosureincluding any Phase II Environmental Site Assessments, (iib) to disclose provide Acquiror and its Affiliates or Representatives with any privileged information of ICE regarding Seller’s businesses, assets, financial performance or NYBOT, as condition or operations not involving the case may be, or any of its SubsidiariesSRLP Entities, or (iiic) in the case of ICEprovide access to or disclose information where such access or disclosure would jeopardize any attorney-client privilege otherwise applicable with respect to such information or contravene any Law, to permit any inspection, fiduciary duty or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy binding agreement entered into prior to the General Counsel of such party. All such information shall be governed date hereof by the terms SRLP Entity providing such information. Acquiror shall, at its sole cost and expense and without any cost and expense to Seller or the SRLP Entities, restore the properties and assets of the Confidentiality AgreementSRLP Entities to at least the same condition they were in prior to the commencement of any access provided to Acquiror and its Affiliates and Representatives, including repair of any damage done or resulting from such access.

Access. Subject to applicable Law relating to the sharing of information, upon Upon reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each the Company shall (and shall cause its Table of Contents Subsidiaries to) afford the otherParent’s officers, employees, counsel, accountants, consultants officers and other authorized representatives (“Representatives”) reasonable access, during normal business hours throughout the period prior to the Effective Time, to its the Acquired Entities’ properties, booksbooks and records, contracts and records personnel, and, during such period, each shall (and the Company shall cause its Subsidiaries to) furnish to be furnished promptly to the other Parent all readily available information concerning its business, properties and personnel business as Parent may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOTrequest; provided, furtherhowever, that the foregoing Company shall not require ICE or NYBOT (i) be required to permit any inspection, or to disclose any information, information set forth in Section 4.5 of the Company Disclosure Schedule or that in the reasonable judgment of ICE or NYBOT, as the case may be, would Company would: (i) result in the disclosure of any trade secrets of third parties or violate any obligation of its obligations any of the Acquired Entities with respect to confidentiality if ICE confidentiality; (ii) jeopardize protections afforded any of the Acquired Entities under the attorney-client privilege or NYBOT, as the attorney work product doctrine; (iii) materially interfere with the conduct of the business of the Acquired Entities; or (iv) include information that identifies specific customers or other confidential information with respect to any specific customer relationship (provided that in the case may bethat any such access or disclosure is limited for the reasons described in clause (iv), shall have used from and after the No-Shop Period Start Date (or, if the Company continues in discussions with an Exempted Person following the No-Shop Period Start Date, following the Cut-Off Date), Parent and the Company each agree to use reasonable best efforts to obtain establish a process that (through use of steps such as targeted redactions, provision of information to counsel to review and summarize for Parent or use of a “clean room” environment for analysis and review of information by joint integration teams in coordination with counsel and the consent Company) will provide Parent with timely access to the fullest extent possible to the substance of such third party to such inspection or disclosure, (ii) to disclose any privileged the information of ICE or NYBOT, as the case may be, or any of its Subsidiaries, or (iii) described in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOTthis Section 4.5). All requests for information made obtained by Parent and its representatives pursuant to this Section 6.6 4.5 shall be directed to an executive officer of ICE or NYBOT, treated as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms “Evaluation Material” for purposes of the Confidentiality Agreement.

Access. Subject to applicable Law relating At all times prior to the sharing of informationClosing, upon reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each ▇▇▇▇ shall (afford and shall cause AIGI to afford AIH and its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants accountants and other authorized representatives (“"Representatives”") reasonable access, access during normal business hours throughout the period prior to the Effective Time, to its properties, books, contracts and records and, during such period, each and personnel and advisers (who will be instructed by ▇▇▇▇ to cooperate) and ▇▇▇▇ shall (furnish and shall cause its Subsidiaries to) AIGI to furnish promptly to the other AIH all information concerning its business, properties and personnel as AIH or their respective Representatives may reasonably request, and AIH and their respective Representatives shall be requestedentitled to discuss the affairs, finances and accounts of AIGI with the principal officers of AIGI and AIGI's independent public accountants and to consult with and advise such officers as to the management of AIGI, at such times and as often as AIH may reasonably request; provided that any review will be conducted in a way that will not interfere unreasonably with the conduct of AIGI's business, and provided, further, that no investigation review pursuant to this Section 6.6 subsection (d) or otherwise shall affect or be deemed to modify any representation or warranty made by ICE or NYBOT; provided, further, ▇▇▇▇. Each of the parties hereto hereby agrees on behalf of itself and each of its Representatives that the foregoing information received by such party as described above shall be kept confidential and that such parties will not use such information in any way detrimental to the providing person or its Affiliates (it being understood that such confidential information may be so disclosed to the extent necessary or required in order to comply with applicable law, rule or regulation or for legal, administrative or regulatory reasons or in order to enforce any rights hereunder). Confidential information shall not require ICE or NYBOT include information which (i) was or becomes generally available to permit any inspectionthe public other than as a result of disclosure by such first party or its directors, officers, employees or to disclose any information, that in the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosureagents, (ii) was or becomes available to disclose any privileged information of ICE or NYBOT, as such first party on a nonconfidential basis prior to its disclosure to them by the case may be, or any of its Subsidiariesother party, or (iii) in the case of ICEwas or becomes available to such first party on a nonconfidential basis from a source other than such other party's directors, oficers, employees or agents, provided that such source is not bound by a confidentiality agreement with respect to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOTsuch information. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms of the Confidentiality Agreement.-12- e.

Access. Subject to applicable Law relating to the sharing of information, upon (a) Upon reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each the Company shall (and shall cause its Table of Contents Subsidiaries to) afford the otherParent’s officers, employees, counsel, accountants, consultants officers and other authorized representatives (“Representatives”) reasonable access, during normal business hours throughout the period prior to the Effective Time, to its properties, books, contracts the Company’s books and records and, during such period, each the Company shall (and shall cause its Subsidiaries to) furnish promptly to the other Parent all readily available information concerning its business, properties and personnel business as Parent may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOTrequest; provided, furtherhowever, that the foregoing Company shall not require ICE or NYBOT (i) be required to permit any inspectioninspection or other access, or to disclose any information, that in the reasonable judgment of ICE or NYBOT, as the case may be, Company would be expected to (a) result in the disclosure of any trade secrets of third parties or parties, (b) violate any obligation of its obligations the Company with respect to confidentiality if ICE (c) violate or NYBOTresult in loss or impairment of the protections afforded the Company under the attorney-client privilege or the attorney work product doctrine or (d) violate any Legal Requirement; and provided further, as that Parent and the case may be, shall have used Company each agree to use commercially reasonable best efforts to obtain request consents to disclosure from third parties or establish a process that, through use of steps such as targeted redactions, provision of information to counsel to review and summarize for Parent or use of a ‘clean room’ environment for analysis and review of information by joint integration teams in coordination with counsel and the consent Company, will provide Parent with timely access to the fullest extent possible to the substance of such third party the information described in this Section 5.6(a) in a manner that does not violate the foregoing provisions. (b) No information or knowledge obtained by Parent in any investigation conducted pursuant to such inspection this Section 5.6: (i) shall affect or disclosurebe deemed to modify any representation or warranty of the Company set forth herein or the conditions to the obligations of Parent and Acquisition Sub to consummate the transactions contemplated hereby, including the Offer and the Merger, (ii) shall limit or otherwise affect Parent’s right to disclose any privileged information of ICE or NYBOTrely on the Company’s representations and warranties in this Agreement, as the case may be, or any of its Subsidiaries, or (iii) in 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 case of ICE, remedies available to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential Parent and inappropriate to disclose to NYBOTAcquisition Sub under this Agreement and applicable Legal Requirements. All requests for information made obtained by Parent and its representatives pursuant to this Section 6.6 5.6 shall be directed to an executive officer of ICE or NYBOT, treated as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms “Confidential Information” for purposes of the Confidentiality Agreement.

Access. Subject From the date hereof until the earlier of the Closing or the date that this Agreement is terminated in accordance with its terms, subject to confidentiality obligations and similar restrictions that may be applicable Law relating to information furnished to the sharing of informationCompany by third parties that may be in the Company’s possession from time to time and restrictions imposed by applicable Laws, the Company will permit Parent and its representatives (including legal counsel and accountants) to have, at Parent’s expense and upon reasonable prior written notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) reasonable access, access during normal business hours throughout the period prior and under reasonable circumstances to the Effective Timepremises, to its propertiesmanagement, books, records, contracts and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly documents of or pertaining to the other Acquired Companies in each case for the sole purpose of consummating the Transactions, in each case in a manner so as not to (i) unreasonably interfere with the normal business operations of the Acquired Companies, or (ii) impose any costs on the Acquired Companies that are not reimbursed by Parent, and the Company shall furnish, as promptly as practicable, to Parent all information concerning its the Acquired Companies’ business, properties and personnel as Parent may reasonably request. Notwithstanding the foregoing, the Company shall not be requestedrequired to afford such access or furnish such information (x) that relates to the sale process for the Company and information and analysis (including financial analysis) related thereto, or (y) if such disclosure would reasonably be expected to result in the loss of attorney-client privilege or trade secret protection held by the Acquired Companies; provided provided, however, that if any information is withheld by the Acquired Companies pursuant to the foregoing clause (y), the Company shall inform Parent as to the general nature of what is being withheld and the Company shall cooperate in good faith to design and implement alternative disclosure arrangements to enable the evaluation of any such information without resulting in the loss of attorney-client privilege or trade secret protection held by the Acquired Companies. Notwithstanding the foregoing, in no investigation event shall Parent or any of its representatives have any right to perform invasive or subsurface investigations of the properties or facilities of the Acquired Companies. Parent shall comply with, and its representatives shall comply with, all of its and their obligations under the Confidentiality Agreement with respect to the information disclosed pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOT; provided6.5, further, that the foregoing shall not require ICE or NYBOT (i) to permit any inspection, or to disclose any information, that which agreement will remain in the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, or any of its Subsidiaries, or (iii) in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential full force and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms of the Confidentiality Agreementeffect.

Access. Subject 6.2.1 Each of Mezz IV and the Company agree that, from and after the Effective Date and the receipt by Escrow Agent of the Deposit, the Company shall provide or cause each Fee Owner to applicable Law provide Pebblebrook with reasonable access to each Hotel (subject to this Section 6.2) during reasonable hours on Business Days upon reasonable advance notice and shall also make available to Pebblebrook (to the extent in the Company’s, any Fee Owner’s or any Subsidiary’s possession or cause Manager to make available) such Leases, Contracts and other non-proprietary information relating to the sharing operation of informationeach Hotel as Pebblebrook shall reasonably request, all upon reasonable advance notice. In no event, however, shall Mezz IV and the Company be obligated to make available ▇▇▇▇▇▇▇’▇ Proprietary Material. 6.2.2 Pebblebrook shall at all times conduct its review, inspections and examinations in a manner so as to not cause liability, damage, lien, loss, cost or expense to the Company, Fee Owners or any other Subsidiary or any Hotel and so as to not unreasonably interfere with or unreasonably disturb the Manager, any guest or any Tenant at such Hotel, and except as may otherwise be required by applicable LawPebblebrook will indemnify, ICE defend, and NYBOT each shall (hold the Company, the Subsidiaries, Fee Owners and shall cause its Table of Contents Subsidiaries to) afford the other’s their respective direct or indirect members, partners, shareholders, officers, employeesdirectors, counselemployees or agents (collectively, accountantsthe “▇▇▇▇▇▇▇ Indemnified Parties” and each, consultants and other authorized representatives (a “Representatives▇▇▇▇▇▇▇ Indemnified Party”) reasonable accessharmless from and against any such liability, during normal business hours throughout damage, lien, loss, cost or expense, to the period extent caused by Pebblebrook’s review, inspections and examinations. Prior to entry upon any Hotel, Pebblebrook shall provide the Company with copies of certificates of insurance evidencing comprehensive general liability insurance policies (naming the Company and Fee Owners as additional insureds) which shall be maintained by Pebblebrook in connection with its investigations upon any Property prior to the Effective Timedate of entry upon such Hotel, with limits, coverages and insurers under such policies reasonably satisfactory to such additional insureds. Without limitation on the foregoing, in no event shall Pebblebrook: (a) make any intrusive physical testing (environmental, structural or otherwise) at any Property (such as soil borings, water samplings or the like) without the Company’s express written consent which may be given or withheld in Company’s sole discretion (and Pebblebrook shall in all events promptly return such Hotel to its propertiesprior condition and repair thereafter) and which may be further conditioned upon, booksamong other things, contracts and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel as may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOT; provided, further, that Company’s approval of the foregoing shall not require ICE or NYBOT following: (i) to permit any inspection, or to disclose any information, that in the reasonable judgment insurance coverage of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of contractor who will be conducting such third party to such inspection or disclosure, testing; (ii) the scope and nature of such testing to disclose be performed by such contractor; and (iii) a written confidentiality agreement by such contractor in form reasonably satisfactory to the Company; (b) contact the Manager or any privileged information Tenant or any guest of ICE any Hotel without the Company’s express written consent (which shall not be unreasonably withheld); (c) contact any Governmental Authority having jurisdiction over any Hotel without the Company’s express written consent (which shall not be unreasonably withheld). The Company shall have the right, at its option, to cause a representative of the Company to be present at all inspections, reviews and examinations conducted hereunder. At Company’s written request, Pebblebrook shall promptly deliver to Company true, accurate and complete copies of any written reports relating to each Hotel prepared for or NYBOTon behalf of Pebblebrook by any third party. In the event of any termination of this Agreement, as Pebblebrook shall return all documents and other materials furnished by the case may beCompany, Mezz IV, Manager, or any Affiliate or agent of the foregoing. Pebblebrook shall keep all non-public information or data received or discovered in connection with any of Pebblebrook’s inspections, reviews or examinations strictly confidential, except for disclosures to its Subsidiariescounsel, or (iii) in provided such disclosures are on an as needed basis for Pebblebrook’s acquisition of the case Pebblebrook Interest, and such persons are instructed to keep the information strictly confidential. 6.2.3 For avoidance of ICEdoubt, the access provided to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to Pebblebrook under this Section 6.6 6 shall not be construed to be a so called “due diligence period” and Pebblebrook’s findings during any such access to the Property shall be directed no reason to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with terminate this Agreement and receive a copy to the General Counsel of such party. All such information shall be governed by the terms return of the Confidentiality AgreementDeposit. 6.2.4 The provisions of this Section 6 shall survive any termination of this Agreement for one (1) year.

Access. Subject Borrower shall provide access to applicable Law relating to the sharing of information, upon reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each shall Agent (and shall cause if requested ------ by Agent, to any Lender as well) and any of its Table of Contents Subsidiaries to) afford the other’s officers, employees, counseland agents, accountantsor cause to be provided access to Agent and any of its officers, consultants employees and/or agents, exercisable as frequently as Agent reasonably determines to be appropriate, upon reasonable advance notice (unless an Event of Default shall have occurred and other authorized representatives (“Representatives”) reasonable accessbe continuing, in which event no notice shall be required and Agent shall have access at any and all times), during normal business hours throughout the period prior to the Effective Time, to its properties, books, contracts and records and, during (or at such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel times as may reasonably be requested; provided that no investigation pursuant requested by Agent), to this Section 6.6 inspect the properties and facilities of Borrower and to inspect, audit, and make extracts from all of Borrower's records, files, and books of account. Borrower shall affect make available to Agent and its counsel, as quickly as practicable under the circumstances, originals or be deemed copies of all books, records, board minutes, contracts, insurance policies, environmental audits, business plans, files, financial statements (actual and pro forma), filings with federal, state and local regulatory agencies, and other instruments and documents which Agent may request. Borrower shall deliver any document or instrument reasonably necessary for Agent, as it may from time to modify time request, to obtain records from any representation service bureau maintaining records for Borrower, and shall maintain duplicate records or warranty made supporting documentation on media, including computer tapes and discs owned by ICE Borrower. Prior to the occurrence of a Default or NYBOT; providedEvent of Default, furtherupon the request of Agent and approval of such request by Borrower, that the foregoing which approval shall not require ICE unreasonably be withheld, Borrower shall instruct any banking or NYBOT (i) other financial institution to permit any inspectionmake available to Agent such information and records as Agent may reasonably request. Following the occurrence of a Default or Event of Default, or to disclose any information, that in the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any Borrower shall instruct all of its obligations with respect banking and other financial institutions to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts make available to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, or any of its Subsidiaries, or (iii) in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All Agent such information shall be governed by and 125 records as Agent may reasonably request. Without limiting the terms generality of the Confidentiality Agreementforegoing, Borrower will permit Agent and/or any industry consultant acceptable to Agent to inspect, review and evaluate Borrower's wine inventory, at Borrower's locations and at premises not owned by or leased to Borrower upon request by Agent.

Access. Subject BAM shall give to applicable Law relating to the sharing of information, upon reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s Bidder's officers, employees, counsel, accountants, consultants accountants and other authorized representatives (“Representatives”) reasonable accessfree and full access to and the right to inspect, during normal business hours throughout hours, all of the period prior to the Effective Timepremises, to its properties, booksassets, records, contracts and records and, during such period, each shall (other documents relating to the BAM Contributed Assets or the BAM Assumed Liabilities and shall cause its Subsidiaries to) permit them to consult with the officers, employees, accountants, counsel and agents of BAM for the purpose of making such investigation of the BAM Contributed Assets or the BAM Assumed Liabilities, as Bidder shall desire to make, provided that such investigation shall not unreasonably interfere with the business operations of BAM. Furthermore, BAM shall furnish promptly to Bidder all such documents and copies of documents and records and information with respect to the other all information concerning BAM Contributed Assets or the BAM Assumed Liabilities and copies of any working papers relating thereto as Bidder shall from time to time reasonably request and shall permit Bidder and its business, properties agents to make such physical inventories and personnel inspections of the BAM Contributed Assets or the BAM Assumed Liabilities as Bidder may reasonably be requested; provided that no investigation pursuant request from time to time. Notwithstanding the foregoing provisions of this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOT; provided6.1.5, further, that the foregoing BAM shall not require ICE or NYBOT (i) be required to permit provide any inspectionsuch information to Bidder if, or to disclose any information, that in the reasonable judgment determination of ICE or NYBOTthe general counsel of BAM, as access to such information by Bidder is prohibited by the case may be, would result in the disclosure provisions of any trade secrets confidentiality agreements binding upon BAM or any of the Transferring Partnerships or by applicable Law. Press Releases. Except as required by applicable Law or in connection with communications with the other partners of the Transferring Partnerships or the process of obtaining consents contemplated by Sections 2.3.5 and 2.3.6 hereof, BAM shall not give notice to third parties or violate otherwise make any of its obligations with respect to confidentiality if ICE public statement or NYBOT, releases concerning this Agreement or the transactions contemplated hereby except for such written information as the case may be, shall have used reasonable best efforts been approved in writing as to obtain form and content by Bidder, which approval shall not be unreasonably withheld or delayed and except in connection with obtaining a required consent to or approval of the consent of such transactions contemplated by the Agreement from the third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, or any of its Subsidiaries, or (iii) in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms of the Confidentiality Agreementso notified.

Access. Subject to applicable Law relating to the sharing of information, upon (a) Upon reasonable prior notice, the Company shall afford Parent and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) Representatives reasonable access, during normal business hours throughout the period prior to the First Effective Time, to its the Company’s and the Company Subsidiaries’ personnel, properties, booksContracts, contracts filings with Governmental Entities and books and records and, during such period, each the Company shall (and shall cause its Subsidiaries to) furnish promptly to the other Parent all available information concerning its business, properties and personnel business as Parent may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOTrequest; provided, furtherhowever, that the foregoing Company shall not require ICE or NYBOT (i) be required to permit any inspectioninspection or provide other access, or to disclose any information, that in the reasonable judgment of ICE the Company would: (i) violate any obligation of the Company with respect to confidentiality or NYBOTprivacy; (ii) jeopardize protections afforded the Company under the attorney-client privilege, as the case may be, would attorney work product doctrine or similar legal privilege or protection; (iii) violate any Legal Requirement; or (iv) result in the disclosure of any trade secrets of any third parties parties, competitively sensitive information, information concerning the valuation of the Company or violate any of the Company Subsidiaries or personal information that would expose the Company to the risk of liability; provided that in each case the Company shall inform Parent of the nature of the information being withheld, and shall use its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used commercially reasonable best efforts to obtain the consent of such third party make alternative arrangements that would allow Parent (or its applicable Representative) access to such inspection information. All information obtained by or disclosureprovided to Parent and its Representatives pursuant to this Agreement shall be treated as “Confidential Information” of the Company for purposes of the Non-Disclosure Agreement. (b) Upon reasonable prior notice, (ii) Parent shall afford the Company and its Representatives reasonable access, during normal business hours throughout the period prior to disclose any privileged the First Effective Time, to Parent’s and the Parent Subsidiaries’ personnel, properties, Contracts, filings with Governmental Entities and books and records and, during such period, Parent shall furnish promptly to the Company all available information of ICE or NYBOT, concerning its business as the case Company may bereasonably request; provided, or any of its Subsidiarieshowever, or (iii) in the case of ICE, that Parent shall not be required to permit any inspectioninspection or provide other access, or to disclose any information, that in the reasonable judgment of Parent would: (i) violate any obligation of Parent with respect to confidentiality or privacy; (ii) jeopardize protections afforded Parent under the attorney-client privilege, the attorney work product doctrine or similar legal privilege or protection; (iii) violate any Legal Requirement; or (iv) result in the disclosure of any trade secrets of any third parties, competitively sensitive information, information relating concerning the valuation of Parent or any of the Parent Subsidiaries or personal information that would expose Parent to the risk of liability; provided that in each case Parent shall inform the Company of the nature of the information being withheld, and shall use its commercially reasonable best efforts to make alternative arrangements that would allow the Company (or its Representatives) access to such information. All information obtained by or provided to the Company and its Representatives pursuant to this Agreement shall be treated as “Confidential Information” of Parent for purposes of the Non-Disclosure Agreement. (c) To the extent that any regulatory enforcementof the information or material furnished pursuant to this Agreement may include material subject to the attorney-client privilege, investigations or inquiries conducted by ICE work product doctrine or any other regulatory activities 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 Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel sharing of such partymaterial 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 governed deemed to affect, modify or waive the representations and warranties of the Company set forth in this Agreement. No exchange of information or investigation by the terms Company or its Representatives shall affect or be deemed to affect, modify or waive the representations and warranties of the Confidentiality Parent set forth in this Agreement.

Access. Subject to applicable Law relating to During the sharing Pre-Closing Period, each of informationParent and Seller shall, upon reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table the Sold Companies to, (i) reasonably cooperate with Buyer to facilitate the transition to Buyer on or as soon as reasonably practicable following the Closing Date of Contents Subsidiaries tothe IT systems and network used in the operation of the Business or by the Sold Companies (provided that such cooperation does not materially interfere with the Business or the business of Seller), and (ii) afford the other’s officersto Buyer, employeesthrough its authorized Representatives, counsel, accountants, consultants and other authorized representatives (“Representatives”) reasonable access, access during normal business hours throughout the period and upon prior reasonable written notice to Seller, to the Effective Timeofficers, to its properties, booksassets, contracts Contracts, financial information, books and records and, during such period, each shall of the Sold Companies (including working papers and shall cause data in the possession of Seller or its Subsidiaries toAffiliates (including the Sold Companies) furnish promptly to the other all information concerning its business, properties and personnel as may reasonably be requestedor their respective accountants); provided that no investigation pursuant to this Section 6.6 such access does not materially interfere with the normal business operations of Seller or the Sold Companies and shall affect not include any invasive or be deemed to modify destructive sampling or testing of any representation environmental medium or warranty made by ICE or NYBOTbuilding material; provided, further, that the foregoing Buyer shall not require ICE have access to personnel records of Seller or NYBOT (i) its Affiliates relating to permit any inspectionindividual performance or evaluation records, medical histories or to disclose any information, that other information which in the reasonable judgment of ICE Seller’s good faith opinion is sensitive or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, which could subject Seller or any of its SubsidiariesAffiliates to risk of Liability. If the foregoing access involves entry onto any properties of the Sold Companies, (i) Seller shall be entitled to have a Representative of Seller accompany Buyer or its authorized Representatives at all times and (ii) Buyer shall indemnify and hold Seller and its Affiliates, harmless from and in respect of any and all Losses that they may incur arising out of or due to such access to the extent caused by the failure of Buyer or its authorized Representatives to comply with the material policies of the Business. Notwithstanding anything to the contrary in this Agreement, Seller and the Sold Companies shall not be required to disclose (A) any information to Buyer if Seller believes in good faith that such disclosure would be reasonably likely to (x) jeopardize any attorney-client privilege or (iiiy) in the case violate any applicable Law or any contractual confidentiality obligation of ICEParent or Seller, to permit any inspection, or to disclose any (B) information relating to any regulatory enforcement, investigations sale or inquiries divestiture process conducted by ICE Seller or its Affiliates for the Business or Seller’s or its Affiliates’ (or their Representatives’) evaluation of the Business in connection therewith, including projections, financial or other information relating thereto, or (C) any consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Sold Companies) is the common parent or any other regulatory activities information relating to Taxes or Tax returns other than information relating solely to the Sold Companies; provided, however, that each of Parent and Seller shall cooperate with Buyer and shall use commercially reasonable efforts to design and implement alternative disclosure arrangements and, to the extent available, use such alternative disclosure arrangements to provide information, documents and access to Buyer and its Representatives in a manner that would not violate applicable Law, violate the confidentiality obligations of any Contract or cause the loss of attorney-client privilege with respect thereto. The parties agree that the Chief Regulatory Officer provisions of ICE determinesthe Confidentiality Agreement shall continue in full force and effect following the execution and delivery of this Agreement until the Closing, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for all information made obtained pursuant to this Section 6.6 5.2 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, kept confidential in accordance with a copy to the General Counsel of such party. All such information shall be governed by the terms of the Confidentiality Agreement.

Access. Subject to applicable Law relating to (a) From the sharing Execution Date until the earlier of informationtermination of this Agreement in accordance with its terms and the Closing (the “Interim Period”), the Company shall provide Parent and its Representatives with reasonable access, upon reasonable noticeprior notice and during normal business hours, to all Assets owned, leased or operated by the Company Entities, and except as may otherwise be required shall use commercially reasonable efforts to provide Parent and its Representatives access to all Assets operated by applicable Lawthird parties, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s Records, Contracts, documents, officers, employees, counselagents, accountantslegal advisors, consultants accountants and other authorized representatives (“Representatives”) reasonable accessproperties of the Company Entities, during normal business hours throughout and the period prior to the Effective Time, to its properties, books, contracts and records and, during such period, each Company shall (and shall cause its Subsidiaries to) furnish reasonably promptly to the other all Parent and its Representatives such information concerning its the Company Entities and their Assets, business, Records, Contracts, properties and personnel as may be reasonably be requested; provided that no investigation pursuant , from time to time, by or on behalf of Parent. Parent and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business of the Company Entities. The Company shall have the right to have a Representative present for any communication with officers of the Company Entities, and Parent shall, and shall use commercially reasonable efforts to cause its Representatives to, observe and comply with all applicable health, safety and security requirements of the Company Entities if Parent exercises its rights to access any Assets or properties of the Company Entities under this Section 6.6 6.2. Neither Parent nor its Representatives shall affect contact any of the employees, customers, suppliers, or other parties that have business relationships with the Company Entities in connection with the Transactions without the specific prior written authorization of the Company. For purposes of clarification, Parent and its Representatives shall be deemed permitted to modify any representation or warranty made by ICE or NYBOTconduct environmental assessments; provided, furtherhowever, that in no event shall such assessments include any right to perform invasive or subsurface investigations of the foregoing properties or facilities of any Company Entity without the prior written consent of the Company. Parent shall not require ICE hold in confidence all information disclosed to Parent or NYBOT (i) its Representatives hereunder on the terms and subject to permit any inspection, or to disclose any information, that the conditions contained in the reasonable judgment Confidentiality Agreement. Notwithstanding anything to the contrary in this Section 6.2, Parent shall have no right of ICE access to, and none of the Company Entities or NYBOT, as any of their respective Affiliates shall have any obligation to provide any information (1) relating to bids received from others in connection with the case may be, would result in Transactions and information and analysis (including financial analysis) relating to such bids or (2) the disclosure of which could reasonably be expected to (x) jeopardize any trade secrets of third parties or violate privilege available to any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, Company Entity or any of its Subsidiariesrespective Affiliates, (y) cause any Company Entity or any of its respective Affiliates to breach a Contract, or (iiiz) result in a violation of Law; provided that, in the case event that the restrictions in clause (2) of ICEthis sentence apply, the Company shall provide Parent with a reasonably detailed description of the information not provided, and the Company shall cooperate in good faith to design and implement alternative disclosure arrangements to enable Parent to evaluate such information without violating such Law or Contract or jeopardizing such privilege. Subject to the limitations set forth in Section 11.13, to permit the extent Parent has any inspectionassets other than its interest in the Trust Account, or to disclose promptly upon completion of any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to access under this Section 6.6 6.2, Parent shall be directed repair at its sole expense any damage caused by such access. (b) During the Interim Period, Parent shall provide the Company and its Representatives with reasonable access, upon reasonable prior notice and during normal business hours, to an executive officer all Assets, books and records, Contracts, documents, officers, employees, agents, legal advisors and accountants of ICE or NYBOTParent, as and Parent shall furnish reasonably promptly to the case may beCompany and its Representatives such information concerning Parent’s business, or such Person books and records, Contracts, properties and personnel as may be designated reasonably requested, from time to time. The Company and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business of Parent. Notwithstanding anything to the contrary in this Section 6.2, the Company shall have no right of access to, and Parent and its Affiliates shall not have any obligation to provide any information the disclosure of which could reasonably be expected to (x) jeopardize any privilege available to Parent or any of its Affiliates, (y) cause Parent or any of its Affiliates to breach a Contract, or (z) result in a violation of Law; provided that, in the event that the restrictions in this sentence apply, Parent shall provide the Company with a reasonably detailed description of the information not provided, and Parent shall cooperate in good faith to design and implement alternative disclosure arrangements to enable the Company to evaluate such information without violating such Law or Contract or jeopardizing such privilege. (c) Subject to the limitations set forth in Section 11.13, to the extent Parent has any assets other than its interest in the Trust Account, Parent agrees to indemnify, defend and hold harmless the Company, its respective Affiliates and its and their respective Representatives for any and all Losses incurred by either the Company, its respective Affiliates or its or their respective Representatives arising solely as a result of actions taken by Parent or its Representatives at any Company Real Property pursuant to the access rights under Section 6.2(a), including any Claims by any of Parent’s Representatives for any injuries or property damage while present on the Company Real Property; provided that the foregoing indemnification shall not apply to such Claims and Losses as are caused by the willful misconduct or gross negligence of the Company, its Affiliates or its and their executive respective Representatives, or any Company Entity. (d) During the Interim Period, each Blocker Company shall provide Parent and its Representatives with reasonable access, upon reasonable prior notice and during normal business hours, to all Assets, books and records, Contracts, documents, officers, employees, agents, legal advisors and accountants of such Blocker Company, and such Blocker Company shall furnish reasonably promptly to Parent and its Representatives such information concerning such Blocker Company’s business, books and records, Contracts, properties and personnel as may be reasonably requested, from time to time. Parent and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the case may bebusiness of such Blocker Company. Notwithstanding anything to the contrary in this Section 6.2, Parent shall have no right of access to, and such Blocker Company and its Affiliates shall not have any obligation to provide any information the disclosure of which could reasonably be expected to (x) jeopardize any privilege available to such Blocker Company or any of its Affiliates, (y) cause such Blocker Company or any of its Affiliates to breach a Contract, or (z) result in a violation of Law; provided that, in the event that the restrictions in this sentence apply, such Blocker Company shall provide Parent with a copy reasonably detailed description of the information not provided, and such Blocker Company shall cooperate in good faith to the General Counsel of such party. All design and implement alternative disclosure arrangements to enable Parent to evaluate such information shall be governed by the terms of the Confidentiality Agreementwithout violating such Law or Contract or jeopardizing such privilege.

Access. Subject (a) During the period commencing on the date of this Agreement and continuing until the earlier to applicable Law relating occur of the termination of this Agreement pursuant to Article IX and the sharing of informationAcceptance Time, the Company shall afford Parent and its Representatives reasonable access during normal business hours, upon reasonable advance written notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) reasonable access, during normal business hours throughout the period prior to the Effective Time, to its properties, books, contracts records and records andpersonnel of the Company and its Subsidiaries, in each case, for the purposes of transition and integration planning during such period, each shall period (and shall cause not for the purpose of any actual or potential adverse action or dispute between the parties or their Affiliates) and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the Company and its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel as Parent may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOTrequest; provided, furtherhowever, that the foregoing shall not require ICE Company may restrict or NYBOT otherwise prohibit access to any documents or information to the extent that (ia) to permit any inspection, applicable Law requires the Company or to disclose any information, that in the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of 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 if ICE to any third party existing as of the date of this Agreement, (c) access to such documents or NYBOTinformation would reasonably be expected to result in a waiver of any attorney-client privilege, as work product doctrine or other applicable privilege applicable to such documents or information or (d) such documents or information relate to the case may bevaluation of the Company in connection with this Agreement. In the event that the Company does not provide access or information in reliance on clauses (a), (b) or (c) of the preceding sentence, it shall have used use its reasonable best efforts to obtain communicate the consent applicable information to Parent in a way that would not violate any applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall be conducted in a manner that does not unreasonably interfere with the conduct of such third party the business of the Company or any of its Subsidiaries or create a risk of damage or destruction to such inspection any property or disclosure, (ii) to disclose any privileged information assets of ICE or NYBOT, as the case may be, Company or any of its Subsidiaries, or (iii) in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy subject to the General Counsel of such partyCompany’s reasonable security measures, and shall not include the right to perform invasive testing without the Company’s prior written consent. All such information shall be governed by the The terms and conditions of the Confidentiality AgreementAgreement 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 7.6(a). Nothing in this Section 7.6(a) shall be construed to require the Company or any Representatives of any of the foregoing to prepare any new appraisals or opinions. (b) The Company shall notify Parent (x) substantially concurrently when it notifies the agent under the Existing LSA, of the occurrence of any Default or Event of Default (each as defined in the Existing LSA) under the Existing LSA and (y) within one (1) Business Day of the receipt of any notice from the agent or any lender under the Existing LSA of the occurrence of a Default or Event of Default (each as defined in the Existing LSA) under the Existing LSA. The Company shall deliver to Parent copies of any financial reports, financial information, compliance certificates or similar information delivered pursuant to Sections 7.1(a) through (d) or Section 7.1(l) of the Existing LSA substantially concurrently with delivery thereof to the agent under the Existing LSA (it being agreed among the parties that any extensions granted by the agent thereunder shall automatically apply to any delivery requirement under this Section 7.6(b)).

Access. Subject (a) From the date hereof until the Closing Date, subject to applicable Applicable Law relating to and the sharing Confidentiality Agreement, each of informationthe Company, upon reasonable noticeon the one hand, and except as may otherwise be required by applicable LawParent, ICE and NYBOT each on the other hand, shall (and shall cause i) give the other party, its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountantsfinancial advisors, consultants auditors and other authorized representatives (“Representatives”) during Working Hours reasonable access, during normal business hours throughout the period prior access to the Effective Timeoffices 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 properties, books, contracts and records and, during such period, each shall Subsidiaries; (and shall cause its Subsidiaries toii) furnish promptly to the other all party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and any other information concerning relating to the businesses of such party and its business, properties and personnel Subsidiaries as such Persons may reasonably be requestedrequest; provided that no 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. Any investigation pursuant to this Section 6.6 5.08 shall affect be conducted in such manner as not to interfere unreasonably with the conduct of the businesses of such party and its Subsidiaries and the other party and all of its representatives, agents, consultants, and other advisors shall comply with all health and safety policies, procedures, and requirements applicable to the assets and properties being accessed during such investigations. Notwithstanding the foregoing, (A) neither the Company nor Parent shall be required to provide or cause to be deemed provided access to modify or disclose or cause to be disclosed (1) any representation personnel records relating to individual performance or warranty made by ICE evaluations, medical histories or NYBOT; provided, further, that the foregoing shall not require ICE or NYBOT (i) to permit any inspection, or to disclose any information, other information that in the reasonable judgment of ICE such party’s good faith opinion is sensitive or NYBOT, as the case may be, would result in the disclosure of which could subject such party or its Affiliates to risk or liability or (2) any trade secrets of third parties information where such access or violate disclosure would jeopardize the attorney-client or work product privilege, contravene any of its obligations with respect Applicable Law or contravene any confidentiality undertaking; and (B) prior to confidentiality if ICE or NYBOTthe Closing Date, as the case may be, neither party shall have used reasonable best efforts the right to obtain perform or cause to be performed any invasive or subsurface investigations of the consent properties of such third the other party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, or any of its Subsidiaries, including any sampling or testing of the air, soil, surface water, groundwater, building materials or other environmental media. (iiib) 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 case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel ordinary course of such party. All ’s and its Affiliates’ businesses consistent with past practice, so long as any such information shall be governed by contact does not relate to this Agreement or the transactions contemplated hereby, and is otherwise conducted in compliance with the terms of the Confidentiality Agreement. (c) On and after the Closing Date, Parent will, and will cause the Surviving Company and its Subsidiaries to, (i) maintain the books and records of the business of the Company 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 Surviving Company and its Subsidiaries, in each case to the extent necessary to permit the Equityholders’ Representative to perform or satisfy any legal or regulatory obligation relating to any period on or before the Closing Date or for any other reasonable business purpose. Notwithstanding the foregoing, Parent shall not be required to provide access or disclose information to the extent that such access or disclosure would jeopardize the attorney-client privilege or contravene any Applicable Law.

Access. Subject to applicable Law relating to the sharing of information, upon reasonable notice, and except as may otherwise be required by applicable Law, ICE each of Linde and NYBOT each Praxair shall (and shall cause its Table of Contents Subsidiaries to) ), upon reasonable notice, afford the other’s officers, employees, counsel, accountants, consultants consultants, investment bankers and other authorized representatives (“Representatives”) of the other party reasonable access, during normal business hours throughout the period prior to the Effective Time, to its properties, books, contracts Contracts and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other party all information concerning its business, properties and personnel as may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOT; provided, further, that the foregoing provisions shall not be construed to require ICE either Linde or NYBOT (i) Praxair to permit any inspection, or to disclose any information, that in the reasonable judgment of ICE Linde or NYBOTPraxair, as the case may be, would (i) result in the disclosure of any trade secrets of Linde or Praxair, as the case may be, or any of its Subsidiaries or any third parties or violate the terms of any confidentiality provisions in any agreement with a third party entered into prior to the date of its obligations with respect to confidentiality this Agreement if ICE Linde or NYBOTPraxair, as the case may be, shall have used reasonable best efforts (without payment of any consideration, fees or expenses) to (A) obtain the consent of such third party to such inspection or disclosuredisclosure or (B) provide such information in a permitted manner, (ii) to disclose result in a violation of applicable Laws, including any privileged fiduciary duty or Antitrust Laws, (iii) waive the protection of any attorney-client privilege or (iv) result in the disclosure of any sensitive or personal information of ICE that would expose Linde or NYBOTPraxair, as the case may be, or any of its SubsidiariesSubsidiaries to the risk of liability. No exchange of information or investigation pursuant to this Section 6.5 shall affect, modify or (iii) waive or be deemed to affect, modify or waive any representation or warranty of Linde or Praxair set forth in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOTthis Agreement. All requests for information made pursuant to this Section 6.6 6.5 shall be directed to an executive officer of ICE Linde or NYBOTPraxair, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms of the Confidentiality Agreement.

Access. Subject to applicable Law relating to the sharing of information, upon (a) Upon reasonable prior notice, each of Purchaser, TWG Re and except as may otherwise be required by applicable Law, ICE and NYBOT each TWG shall (and shall cause its Table of Contents respective Subsidiaries to) afford to the other’s officers, employees, counsel, accountants, consultants other parties hereto and other authorized representatives their Representatives (“Representatives”including potential Debt Financing Sources and their representatives) reasonable access, access during normal business hours throughout hours, during the period prior to the Effective TimeClosing, to all its officers, employees, properties, booksoffices, contracts plants and records other facilities and to all books and records, including financial statements, other financial data and monthly financial statements within the time such statements are customarily prepared, and, during such period, each of Purchaser, TWG Re and TWG shall (and shall cause its respective Subsidiaries to) furnish as promptly as reasonably practicable to the other party hereto and its Representatives (including Debt Financing Sources and their representatives), consistent with its legal obligations, all other information concerning its business, properties and personnel as such Person may reasonably be requested; provided that no investigation pursuant request, including, in the case of Purchaser requesting from TWG, for the period beginning one month prior to this the anticipated Closing Date (and in any event for the fifteen (15) Business Days prior to the Closing), any and all information, books and records, or access to employees or officers as Purchaser may reasonably request in connection with Purchaser confirming the compliance by TWG and TWG Re and each of their respective Subsidiaries with the obligations set forth in Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOT5.01; provided, furtherhowever, that either party hereto may restrict the foregoing shall not require ICE or NYBOT access to the extent that, in such Person’s reasonable judgment, (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of ICE or NYBOT, as the case may be, would providing such access could reasonably result in the disclosure of any trade secrets of third parties or could reasonably violate any of its obligations to any third party with respect to confidentiality if ICE or NYBOT, as the case may be, such Person shall have used all reasonable best efforts to obtain the consent of such third party to such inspection or disclosureaccess, (ii) any Law applicable to disclose such Person may require such Person or its Subsidiaries to preclude the other party and its representatives from gaining access to any privileged properties or information of ICE or NYBOT, as the case may be, or any of its Subsidiaries, or (iii) such access could such interfere unreasonably with the business or day-to-day operations of TWG, its Subsidiaries or TWG Re or Purchaser or its Subsidiaries. Each party hereto will hold any such information that is non-public in confidence to the case extent required by, and in accordance with, Section 5.20. (b) Upon reasonable prior notice, each of ICEPurchaser and the Surviving Company shall (and shall cause its respective Subsidiaries to) afford to the TPG Shareholders and their Representatives reasonable access during normal business hours, to permit any inspectionall books and records, for the purpose of preparing such TPG Shareholder’s Tax Returns or to disclose any information relating to any regulatory enforcement, investigations other similar or inquiries conducted by ICE or any other regulatory activities that related Tax purposes. Each of Purchaser and the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential Surviving Company shall (and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, cause its respective Subsidiaries to) furnish as the case may be, or such Person promptly as may be designated by either of their executive officers, as the case may be, with a copy reasonably practicable to the General Counsel of such party. All such TPG Shareholders and its Representatives, consistent with its legal obligations, all other information shall be governed by concerning the terms preparation of the Confidentiality AgreementTPG Shareholder’s Tax Returns or other related Tax purposes as such TPG Shareholder may reasonably request.

Access. Subject to applicable Law relating (a) Prior to the sharing of informationClosing, upon reasonable noticethe Company will, and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries Affiliates to) afford the other’s officers, employees, permit Parent and its representatives (including legal counsel, accountantsaccountants and prospective Lenders) to have, consultants and other authorized representatives (“Representatives”) upon prior written notice, reasonable access, access during normal business hours throughout hours, in compliance with applicable Law and in a manner so as not to (i) unreasonably interfere with the period prior normal business operations of the Acquired Companies, to the Effective Timepremises, to its propertiesmanagement, books, contracts records, Contracts and records anddocuments of or pertaining to the Acquired Companies or the Global Marine Business or (ii) impose any material costs on the Acquired Companies; provided, during that the Company shall not be required to afford such periodaccess or furnish such copies or other information if such disclosure would reasonably be expected to result in the loss of attorney-client privilege, each shall (or trade secret protection held by the Acquired Companies or violate confidentiality obligations owing to third parties; provided, further that the Company shall, and shall cause its Subsidiaries Affiliates to, use commercially reasonable efforts to provide the access or information sought in a manner that does not jeopardize such attorney-client privilege, trade secret protection or confidentiality obligations. None of the Company or any of the Securityholders (including the Representative) furnish promptly makes any representation or warranty as to the other all accuracy of any information concerning its business, properties and personnel as may reasonably be requested; (if any) provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify 6.5(a), and neither Parent nor any representation or warranty made by ICE or NYBOT; provided, further, that Merger Sub may rely on the foregoing shall not require ICE or NYBOT (i) to permit accuracy of any inspection, or to disclose any such information, that in each case other than as expressly set forth in the reasonable judgment of ICE Company’s or NYBOTthe Blockers’ representations and warranties contained in Article IV. Notwithstanding the foregoing, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, no event shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, Parent or any of its Subsidiaries, representatives have any right to perform invasive or (iii) in subsurface investigations of the case properties or facilities of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOTAcquired Companies. All requests for information made pursuant to this Section 6.6 6.5(a) shall be directed to an the chief executive officer or chief financial officer of ICE or NYBOTthe Company. Parent shall comply with, as and shall cause its representatives to comply with, all of its and their obligations under the case may be, or such Person as may be designated by either of their executive officers, as the case may be, Confidentiality Agreement with a copy respect to the General Counsel information disclosed pursuant to this Section 6.5(a), which agreement will remain in full force and effect. (b) Within ten (10) Business Days of the date of this Agreement, the Company and Parent shall develop a mutually agreeable work plan relating to the preparation of audited and pro forma financial statements contemplated by the TSA and shall use reasonable best efforts to implement the elements of such party. All work plan in accordance with such information shall be governed by the terms of the Confidentiality Agreementwork plan.

Access. Subject to applicable Law relating (a) Prior to the sharing of informationClosing, upon reasonable noticethe Territory shall, and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, give LuxCo, BermudaCo and their respective employees, counsel, accountants, consultants investment bankers and other authorized representatives and advisors (“collectively, "Representatives”") full access upon reasonable advance notice and during normal business hours to all offices and other facilities used in the Consulting Business and to all books, records, agreements, documents, information, personnel, data and files to the extent relating to the Consulting Business, and during such period shall furnish to the Representatives any information concerning the Consulting Business as they may reasonably request (including without limitation, to the extent practicable, by electronic means); provided that the Territory shall not be required to disclose such information if such disclosure would violate applicable law or contract; and, provided further, that the Territory shall use reasonable best efforts to obtain the required consents necessary to permit the timely disclosure of such information. (b) After the Closing and until the seven year anniversary of the Closing Date, the Territory will, and will cause its Subsidiaries to, give LuxCo, BermudaCo and their respective Subsidiaries and their Representatives reasonable access, during normal business hours throughout and upon reasonable notice, to all books, documents, information, data, files and other records relating to (i) the period operation of the Consulting Business prior to the Effective Time, to its properties, books, contracts and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel as may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOT; provided, further, that the foregoing shall not require ICE or NYBOT (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosureClosing, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, or any of its Subsidiaries, Acquired Assets or (iii) the Assumed Liabilities, and to furnish copies thereof, which LuxCo, BermudaCo or their respective Subsidiaries or their Representatives reasonably request, at the Territory's cost and expense if such copies are reasonably required to operate the Consulting Business on a stand-alone basis, and otherwise at LuxCo's expense, including, without limitation, in connection with claims, proceedings, actions, investigations, audits and other regulatory or legal proceedings involving or relating to (w) the case IPO and rights or obligations of ICELuxCo or Sub under the Transaction Agreements, (x) the operation of the Consulting Business, (y) the Acquired Assets or (z) the Assumed Liabilities, and the Territory shall furnish reasonable assistance (at LuxCo's expense) (including, without limitation, access to personnel) to LuxCo, BermudaCo and their respective Subsidiaries and their Representatives in connection with such claims and other proceedings; provided that such access shall be granted until the later of the seventh anniversary of the Closing Date and the expiration date of the applicable statute of limitations with respect to tax matters. The Territory shall permit, promptly upon reasonable request, LuxCo, BermudaCo or any of their respective Subsidiaries to use original copies of any such records for purposes of litigation, provided such records are promptly returned to the Territory following such use. The Territory shall not, and shall not permit any inspectionof its Subsidiaries to, or to disclose destroy any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy records prior to the General Counsel expiration of such party. All access period without providing LuxCo with written notice detailing the contents of such information shall be governed by records, and providing LuxCo with the terms of opportunity to obtain such records, at least 120 days prior to the Confidentiality Agreementdestruction thereof.

Access. Subject to applicable Law relating to (a) Following the sharing of informationClosing, upon reasonable noticeuntil the Audited Closing Financial Statements and the Audited Closing Net Equity Statement become the Final Closing Financial Statements, and except as may otherwise be required by applicable LawPurchaser shall, ICE and NYBOT each shall (and shall cause its Table Affiliates to, provide reasonable access on reasonable notice during normal business hours to ABB's employees and representatives to the Acquired Group's and each member of Contents Subsidiaries tothe Acquired Group's respective offices, employees agents, accountants (including the Business Auditors) afford and actuaries and to premises, properties, books, accounting records and other documents (including supporting contractual documentation) of the other’s Acquired Group or available to the Acquired Group reasonably required for the purpose of agreeing or settling any dispute in relation to the Audited Closing Financial Statements or the Audited Closing Net Equity Statement and allow ABB to take copies of such documents. Neither Purchaser nor any of its Affiliates shall be under any obligation to disclose to ABB's employees or representatives any information the disclosure of which, according to the advice of Purchaser's legal counsel, is restricted by confidentiality obligations or applicable Law or would jeopardize the legal privilege, if any, accorded to any documents produced or prepared by the legal representatives of Purchaser or its Affiliates. (b) Prior to the Closing, and following delivery of the Audited Closing Financial Statements and the Audited Closing Net Equity Statement pursuant to Section 3.4.2, ABB shall, and shall cause its Affiliates to provide reasonable access on reasonable notice during normal business hours to Purchaser's auditors, employees and representatives to the Acquired Group's and each member of the Acquired Group's respective officers, employees, counselagents, accountants, consultants accountants (including the Business Auditors) and other authorized representatives (“Representatives”) reasonable access, during normal business hours throughout the period prior actuaries and to the Effective Timepremises, to its properties, books, contracts accounting records and records and, during such period, each shall other documents (including supporting contractual documentation and shall cause its Subsidiaries to) furnish promptly the work papers of the Business Auditors relating to the other all information concerning its businessaudit of the Financial Statements and the Audited Closing Financial Statements, properties and personnel as may reasonably be requested; provided that no investigation pursuant Purchaser's auditors, employees and representatives have signed any release letter reasonably required by the Business Auditors in connection therewith) of the Acquired Group or available to this Section 6.6 shall affect the Acquired Group reasonably required for the purpose of reviewing the Audited Closing Financial Statements and the Audited Closing Net Equity Statement and/or the purpose of agreeing or be deemed settling any dispute in relation to modify any representation the Audited Closing Financial Statements or warranty made by ICE or NYBOT; provided, further, that the foregoing shall not require ICE or NYBOT (i) Audited Closing Net Equity Statement and allow Purchaser and its auditors to permit any inspection, or to disclose any information, that in the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent take copies of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, documents. Neither ABB or any of its Subsidiaries, or (iii) in the case of ICE, to permit Affiliates shall be under any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate obligation to disclose to NYBOT. All requests for Purchaser's auditors, employees and representatives any information made pursuant to this Section 6.6 shall be directed to an executive officer the disclosure of ICE or NYBOTwhich, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy according to the General Counsel advice of such party. All such information shall be governed ABB's legal counsel, is restricted by confidentiality obligations or applicable Law or would jeopardize the legal privilege, if any, accorded to any documents produced or prepared by the terms legal representatives of the Confidentiality AgreementABB or its Affiliates.

Access. Subject to applicable Law relating to During the sharing of informationInterim Period, upon reasonable advance notice, and except as may otherwise be required by applicable Lawthe Company shall, ICE and NYBOT each shall (and shall cause each of its Table of Contents Subsidiaries to, (x) afford the other’s officers, employees, counsel, accountants, consultants Parent Parties and other authorized representatives (“Representatives”) their Representatives reasonable access, during normal business hours throughout the period prior to the Effective Timehours, to its all properties, booksfacilities, contracts officers, offices and other facilities, and books and records of the Acquired Companies and, during such period, each shall (the Company shall, and shall cause its Subsidiaries to) , furnish promptly to the Parent Parties and their Representatives all other all information (financial or otherwise) concerning its business, properties properties, books and personnel records, Contracts, personnel, assets and liabilities of the Acquired Companies as Parent may reasonably request and (y) facilitate reasonable access to all Company Real Property in order to prepare or cause to be requested; provided prepared (at Parent’s sole expense) surveys, inspections, engineering studies, Phase I environmental site assessments or other environmental assessments that no investigation pursuant do not involve invasive testing or sampling of soil, groundwater, indoor air or other environmental media, and other tests, examinations or studies with respect to this Section 6.6 shall affect or any Company Real Property that Parent deems to be deemed to modify any representation or warranty made by ICE or NYBOTreasonably necessary, so long as such access does not unduly interfere with the Company’s ordinary conduct of business; provided, furtherhowever, that the foregoing Acquired Companies shall not require ICE or NYBOT (i) be required to permit any inspectioninspection or other access, or to disclose any information, that in the reasonable judgment of ICE the Company could: (a) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or NYBOTprivacy to a Third Party or (b) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine, as and in any such event, the case may be, would parties hereto will use commercially reasonable efforts to make appropriate substitute disclosure arrangements (provided that the Company shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the disclosure events set out in clauses (a) through (b)). No investigation pursuant to this Section 5.5 shall affect or be deemed to qualify, modify or limit any representation or warranty in this Agreement of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, or any condition to the obligations of its Subsidiaries, or (iii) in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOTparties. All requests for information made access pursuant to this Section 6.6 shall 5.5 must be directed to an executive officer the Chief Executive Officer of ICE the Company or NYBOT, as another Person designated in writing by the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such partyCompany. All such information obtained by Parent and its Representatives pursuant to this Section 5.5 shall be governed by treated as “Evaluation Material” of the terms Acquired Companies for purposes of the Confidentiality Agreement.

Access. Subject to applicable Law relating to (a) To the sharing of information, upon reasonable notice, and except as may otherwise be required extent permitted by applicable Law, ICE after the date of this Agreement until the Closing, the Sellers shall, except to the extent relating to Tax compliance matters (access, cooperation and NYBOT each shall procedures with respect to which are governed exclusively by Article 7) (and shall cause its Table of Contents Subsidiaries toi) afford to representatives of Purchaser Parent and its Affiliates and their respective representatives reasonable access to the other’s officersoffices, properties, employees, counseland books and records of the Transferred Entities, accountantsand to the books and records of the Parent Group to the extent relating to the Business or Business Employees, consultants in each case upon reasonable request and other authorized representatives (“Representatives”) reasonable accessnotice, during normal business hours throughout and in accordance with the period reasonable procedures established by the Sellers and (ii) instruct the employees, counsel, accountants and other representatives, in each case, as appropriate or relevant, of the Transferred Entities and members of the Parent Group (to the extent relating to the Business) to reasonably cooperate with Purchaser Parent in good faith in connection with the foregoing. (b) Purchaser Parent agrees that any permitted investigation undertaken by Purchaser Parent pursuant to the access granted under Section 5.01(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business or any other business of Parent and its Subsidiaries. Prior to the Closing, Purchaser Parent and its representatives shall not communicate with any employee of Parent and its Subsidiaries (including any employees of the Transferred Entities) without the prior written consent of Parent; provided, however, that subject to applicable Law, the parties shall establish reasonable protocols for communications between employees relating to pre-Closing integration planning activities and to facilitate the provision of the access rights of Purchaser Parent set forth in Section 5.01(a). Notwithstanding Section 5.01(a), prior to the Effective TimeClosing Date, Purchaser Parent and its representatives shall not conduct any sampling of soil, sediment, surface water, ground water or building material at, on, under or within any facility or property of Parent or any of its Subsidiaries, including the Business Leased Real Property. Notwithstanding anything to the contrary in this Agreement, neither Parent nor any of its propertiesSubsidiaries (including the Transferred Entities) shall be required to provide access to or disclose (i) personnel records relating to any Person’s individual performance, booksevaluation records or medical histories or (ii) information where such access or disclosure would waive or reasonably be expected to result in the loss of any privilege, contracts including the attorney-client privilege, contravene any Laws or obligation of confidentiality to any third party (whether such obligation arises contractually, statutorily or otherwise) or breach any fiduciary duty; provided, however, with respect to the information restricted from access or disclosure pursuant to the foregoing clause (ii), Parent and records andits Subsidiaries shall reasonably cooperate in good faith with Purchaser Parent to enter into a mutually acceptable arrangement that would allow Purchaser Parent to evaluate such information. Notwithstanding anything to the contrary contained herein, during such periodneither Parent nor any of its Subsidiaries (including the Transferred Entities) shall make available, each shall or cause the Transferred Entities to make available, Business Employee personnel files until after the Closing Date. (c) For a period of six years from and after the Closing, except to the extent relating to Tax compliance matters (access, cooperation and procedures with respect to which are governed exclusively by Article 7), (i) Purchaser Parent shall, and shall cause its Subsidiaries to) furnish promptly , afford the Sellers and their respective representatives, during normal business hours, upon reasonable notice, reasonable access to the books, records and employees of each Transferred Entity to the extent that such access may be reasonably requested by Parent in connection with the preparation of its financial statements, any Action or investigation, Governmental Entity reporting obligations and any other all information concerning its businessrequirement or request of any Governmental Entity, properties and personnel or compliance with requirements of Law, as may reasonably be requested; provided that no investigation pursuant necessary in connection with addressing or resolving any other dispute or issue with any Governmental Entity, or as reasonably requested in connection with this Agreement or the transactions contemplated by this Agreement (other than relating to any dispute or issue between the parties to this Section 6.6 Agreement or their Affiliates) and (ii) Parent shall, and shall affect cause its Subsidiaries to, afford Purchaser Parent and its Subsidiaries and their respective representatives, during normal business hours, upon reasonable notice, reasonable access to the books, records and employees of Parent and its Subsidiaries to the extent related to the Business or the Transferred Entities and reasonably requested by Purchaser Parent, including in connection with its financial statements, any Action or investigation, Governmental Entity reporting obligations and any other requirement or request of any Governmental Entity, or compliance with requirements of Law, as reasonably necessary in connection with addressing or resolving any other dispute or issue with any Governmental Entity, or as reasonably requested in connection with this Agreement or the transactions contemplated by this Agreement (other than relating to any dispute or issue between the parties to this Agreement or their Affiliates). Notwithstanding the foregoing, Purchaser Parent and its Subsidiaries (including the Transferred Entities) shall not be deemed required to modify provide access to or disclose (A) personnel records relating to any representation Person’s individual performance, evaluation records or warranty made by ICE medical histories or NYBOT(B) information where such access or disclosure would waive or jeopardize any privilege, including the attorney-client privilege, contravene any Laws or obligation of confidentiality to any third party (whether such obligation arises contractually, statutorily or otherwise) or breach any fiduciary duty; provided, furtherhowever, that with respect to the information restricted from access or disclosure pursuant to the foregoing clause (B), Purchaser Parent and its Subsidiaries (including the Transferred Entities) shall not require ICE or NYBOT reasonably cooperate in good faith with the Sellers to enter into a mutually acceptable arrangement that would allow the Sellers to evaluate such information. (d) Except for Tax Returns and other documents governed by Section 7.08(b), (i) Purchaser Parent agrees to permit any inspectionhold all the books and records of each Transferred Entity or the Business existing on the Closing Date, and not to destroy or to disclose any information, that in the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure dispose of any trade secrets thereof, for a period of third parties six years from the Closing Date or violate any of its obligations with respect to confidentiality if ICE or NYBOT, such longer time as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, be required by Law and (ii) Parent and its Subsidiaries agree to disclose hold all books and records of the Parent Group to the extent related to the Transferred Entities or the Business existing on the Closing Date and not destroy or dispose of any privileged information thereof for a period of ICE or NYBOT, as six years from the case may be, or any of its Subsidiaries, or (iii) in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, Closing Date or such Person longer time as may be designated required by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms of the Confidentiality AgreementLaw.

Access. Subject to applicable Law relating to the sharing of informationUS OPS shall, upon reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries the other Providers to) afford , make the other’s officersTSA Records and facilities used to provide the Services available to each Recipient and the auditors or other Representatives thereof, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) reasonable accessin any event to any Governmental Authority, during normal business hours throughout the period on reasonable prior notice, for review, inspection, examination and, at Recipient’s expense, reproduction, provided that access to such facilities shall be limited to the Effective Timepurposes of verifying compliance with this Agreement, to its propertiesreviewing security, booksdisaster recovery and backup procedures, contracts and records andcomplying with Applicable Law, during or such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel purpose as may reasonably be requested; provided agreed by the parties. Access to such TSA Records and facilities shall be exercised (a) by a Recipient and its authorized Representatives in a manner that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOT; provided, further, that the foregoing shall not require ICE or NYBOT (i) to permit any inspection, or to disclose any information, that in interfere unreasonably with the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure normal operations of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, Provider and (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, or any of its Subsidiaries, or (iiib) in the case of ICEan audit of such records by or on behalf of a Recipient, not more than once in any twelve (12)-month period unless otherwise required by Applicable Law or requested by a Governmental Authority or for good cause. In connection with such review of TSA Records and facilities, and upon reasonable prior notice, each Recipient shall have the right to permit discuss matters relating to the TSA Records and facilities with the Personnel of the applicable Provider who are maintaining the TSA Records and facilities and providing the Services during regular business hours and without undue disruption of the normal operations of such Provider. No Recipient shall have access to any inspectionTSA Records or facilities, and no Provider shall be required to provide access or disclose information, when such access or disclosure would constitute privileged attorney-client communications or attorney work product and the transfer of which, or the provision of access to disclose which, as reasonably determined by such party’s counsel, would constitute a waiver of any such privilege; provided, however, that, in order to facilitate access to such information the parties shall or shall cause their Affiliates to enter into a customary joint defense agreement or common interest agreement with the requesting party or one or more of its Affiliates with respect to any information relating requested to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOTbe provided. All requests for information made pursuant to Recipient’s rights under this Section 6.6 7.2 shall continue for so long as TSA Records are required to be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated maintained by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms of the Confidentiality AgreementProvider under Section 7.1.

Access. Subject to applicable Law relating to the sharing of information, upon reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each The Company shall (and shall cause each of its Table of Contents Subsidiaries to) afford to the other’s officers, employees, counsel, accountants, consultants counsel and other authorized representatives (“Representatives”) of the Parent full and complete access upon reasonable accessnotice and at reasonable times, during normal business hours throughout the period prior to the earlier of the Effective TimeTime or the Termination Date, to its properties, booksoffices, contracts employees, contracts, commitments, books and records and(including but not limited to Tax Returns and computer and information systems) and any report, during such period, each schedule or other document filed or received by it pursuant to the requirements of federal or state securities laws and shall (and shall cause each of its Subsidiaries to) furnish promptly to the Parent such additional financial and operating data and other all information concerning as to its businessand its Subsidiaries' respective businesses and properties as the Parent may from time to time reasonably request; provided, properties however, that the Parent's access to the Company's businesses which directly compete with the Parent (LaTouraine, ▇▇▇▇'▇ and personnel as may reasonably Chock Food Service Distribution and Convenience Stores ("CFS"), collectively, the"Competing Businesses") shall be requestedlimited to the top manager of each Competing Business and shall not include customer lists and information regarding specific customer locations, contract terms or other information relating to the cost structure or margins of the Competing Businesses; provided further, that no the immediately preceding proviso shall not limit Parent's access to information regarding the costs of manufacturing, freight and storage of the CFS business. From and after the date of this Agreement until the earlier of the Closing Date or the first anniversary of any termination of this Agreement, the Parent and its Subsidiaries agree not to solicit for employment any person employed by the Competing Businesses or employ any person known by the Parent to be an employee of the Company at the time of employment. In the event that the transactions contemplated hereby are not consummated, the Parent and each of its officers, employees, accountants, counsel and other authorized representatives shall keep any information obtained in accordance with this Section 5.4 confidential and not use such information for any other purpose. The Parent and the Sub will use all reasonable efforts to minimize any disruption to the businesses of the Company and its Subsidiaries which may result from the requests for data and information hereunder. No investigation pursuant to this Section 6.6 5.4 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOT; provided, further, that the foregoing shall not require ICE or NYBOT (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure this Agreement of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, hereto or any of its Subsidiaries, or (iii) in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy condition to the General Counsel of such party. All such information shall be governed by the terms obligations of the Confidentiality Agreementparties hereto.

Access. Subject During the period from the date of this Agreement through the earlier of the Effective Time or the termination of this Agreement pursuant to applicable Law relating Section 10.1 (Termination) (the “Pre-Closing Period”), and upon reasonable advance notice to the sharing of informationCompany, upon reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each the Company shall (a) provide Parent and shall cause its Table of Contents Subsidiaries to) afford the otherParent’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) Representatives with reasonable access, access during normal business hours throughout the period prior to the Effective TimeCompany’s personnel, to its facilities, properties, the existing books, contracts records, Contracts, Company Tax Returns, Company Plans, work papers and records and, during such period, each shall (other documents and shall cause its Subsidiaries to) furnish promptly information relating to the Company for the purpose of enabling Parent to verify the accuracy of the Company’s representations and warranties contained in this Agreement or as Parent may otherwise reasonably request and (b) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company, including copies of the existing books, records, Contracts, Company Tax Returns, Company Plans, work papers and other all documents and information concerning its businessrelating to the Company, properties in each of cases (a) and personnel (b), as Parent may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOTrequest; provided, furtherhowever, that any such access shall be conducted at Parent’s expense and in such a manner as to maintain compliance with the foregoing confidentiality provisions of this Agreement and of the Contemplated Transactions in accordance with the terms hereof and thereof and not to unduly and materially interfere with the normal operation of the business of the Company. Nothing herein shall not require ICE or NYBOT (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, or any of its Subsidiaries, or (iii) in the case of ICE, to permit any inspection, or Company to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determinesParent if such disclosure would, in his the Company’s reasonable judgment (based on the advice of outside counsel) (a) waive any attorney-client or her sole discretion, is confidential and inappropriate other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not result in the loss of such privilege, including disclosing information subject to NYBOT. All requests execution of a joint defense agreement in customary form or limiting disclosure to external counsel for information made pursuant Parent) or (b) contravene any applicable Law or binding agreement entered into prior to the date of this Section 6.6 shall be directed Agreement (including any confidentiality agreement to an executive officer of ICE or NYBOTwhich the Company is a party, so long as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy Company has used commercially reasonable efforts to the General Counsel make appropriate substitute arrangements to permit reasonable disclosure not in violation of such party. All such information shall be governed by the terms of the Confidentiality AgreementLaw, agreement or duty).

Access. Subject Borrower shall provide access to applicable Law relating to the sharing of information, upon reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each shall Agent (and shall cause if requested ------ by Agent, to any Lender as well) and any of its Table of Contents Subsidiaries to) afford the other’s officers, employees, counseland agents, accountantsor cause to be provided access to Agent and any of its officers, consultants employees and/or agents, exercisable as frequently as Agent reasonably determines to be appropriate, upon reasonable advance notice (unless an Event of Default shall have occurred and other authorized representatives (“Representatives”) reasonable accessbe continuing, in which event no notice shall be required and Agent shall have access at any and all times), during normal business hours throughout the period prior to the Effective Time, to its properties, books, contracts and records and, during (or at such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel times as may reasonably be requested; provided that no investigation pursuant requested by Agent), to this Section 6.6 inspect the properties and facilities of Borrower and to inspect, audit, and make extracts from all of Borrower's records, files, and books of account. Borrower shall affect make available to Agent and its counsel, as quickly as practicable under the circumstances, originals or be deemed copies of all books, records, board minutes, contracts, insurance policies, environmental audits, business plans, files, financial statements (actual and pro forma), filings with federal, state and local regulatory agencies, and other instruments and documents which Agent may request. Borrower shall deliver any document or instrument reasonably necessary for Agent, as it may from time to modify time request, to obtain records from any representation service bureau maintaining records for Borrower, and shall maintain duplicate records or warranty made supporting documentation on media, including computer tapes and discs owned by ICE Borrower. Prior to the occurrence of a Default or NYBOT; providedEvent of Default, furtherupon the request of Agent and approval of such request by Borrower, that the foregoing which approval shall not require ICE unreasonably be withheld, Borrower shall instruct any banking or NYBOT (i) other financial institution to permit any inspectionmake available to Agent such information and records as Agent may reasonably request. Following the occurrence of a Default or Event of Default, or to disclose any information, that in the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any Borrower shall instruct all of its obligations with respect banking and other financial institutions to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts make available to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, or any of its Subsidiaries, or (iii) in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All Agent such information shall be governed by and records as Agent may reasonably request. Without limiting the terms generality of the Confidentiality Agreementforegoing, Borrower will permit Agent and/or any industry consultant acceptable to Agent to inspect, review and evaluate Borrower's wine inventory, at Borrower's locations and at premises not owned by or leased to Borrower upon request by Agent.

Access. Subject to applicable Law relating to the sharing of information, and upon reasonable notice, the Company shall afford Acquirer and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, counselattorneys, accountants, consultants consultants, Representatives and other authorized representatives (“Representatives”) advisors and agents reasonable access, during normal business hours throughout during the period prior to the Effective TimePre-Closing Period, to its properties, books, contracts and records andand appropriate individuals as Acquirer may reasonably request (including employees, during such periodattorneys, accountants, consultants and other professionals), in each shall (and shall cause its Subsidiaries to) furnish promptly to case concerning the other all information concerning its business, properties and personnel of the Company, and during the Pre-Closing Period, the Company shall furnish promptly to Acquirer such information concerning the business, properties and personnel of the Company as Acquirer may reasonably be requestedrequest; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOT; provided, further, that the Company may restrict the foregoing shall not require ICE or NYBOT access to the extent that (i) any applicable Law requires the Company to permit restrict or prohibit access to any inspectionsuch properties or information to Acquirer, (ii) such access would waive any attorney-client privilege, work product doctrine or other applicable privilege applicable to disclose any information, that such documents or information or (iii) such access would be in the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure breach of any trade secrets confidentiality obligation, commitment or provision by which the Company is bound as of third parties the Agreement Date, which confidentiality obligation, commitment or violate provision shall be disclosed to Acquirer, provided that the Company: (w) will be entitled to withhold only such information that may not be provided without causing such waiver; (x) will provide to Acquirer all related information that may be provided without causing such waiver (including, to the extent permitted, redacted versions of any such information and cooperating with Acquirer to provide information that will give Acquirer adequate understanding of such information to the extent possible without causing such waiver); (y) at the request of Acquirer, will cooperate with Acquirer and use its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used commercially reasonable best efforts to obtain the consent or waiver of any Third Party to the disclosure in full of all such third party information to Acquirer and (z) will enter into such inspection effective and appropriate joint-defense agreements or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, or any of its Subsidiaries, or (iii) in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person protective arrangements as may be designated reasonably requested by either of their executive officersAcquirer in order that all such information may be provided to Acquirer without causing such violation or waiver. In addition, as any information obtained from the case may be, with a copy Company pursuant to the General Counsel of such party. All such information access contemplated by this Section 5.4 shall be governed by the terms of subject to the Confidentiality Agreement.

Access. Subject to applicable Law relating to the sharing of information, upon reasonable notice, and except as may otherwise be required by applicable Law, ICE each of JBT and NYBOT each the Company shall (and shall cause its Table of Contents Subsidiaries to) ), upon reasonable notice, afford the other’s officers, employees, counsel, accountants, consultants other Parties and other authorized representatives (“Representatives”) their Representatives reasonable access, during normal business hours throughout the period prior to the Effective Offer Closing Time, to its properties, books, contracts and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other Party and its Representatives all information concerning its business, properties and personnel as may reasonably be requested, in each case solely for the purpose of integration and post-Closing planning or furthering the Transaction; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOT; provided, further, that the foregoing provisions shall not be construed to require ICE either JBT or NYBOT the Company (ior either of their Subsidiaries) to permit any inspection, or to disclose any information, that in the reasonable judgment of ICE JBT or NYBOTthe Company, as the case may be, would (a) result in the disclosure of any trade secrets of the JBT Group or the Marel Group, as the case may be, or any third parties or violate the terms of any confidentiality provisions in any agreement with a third party entered into prior to the date of its obligations with respect to confidentiality this Agreement if ICE JBT or NYBOTthe Company, as the case may be, shall have used reasonable best efforts (without payment of any consideration, fees or expenses) to (i) obtain the consent of such third party to such inspection or disclosure, disclosure or (ii) to disclose provide such information in a permitted manner, (b) result in a violation of applicable Laws, (c) waive the protection of any privileged attorney-client privilege or (d) result in the disclosure of any sensitive or personal information of ICE that would expose JBT or NYBOTthe Company, as the case may be, or any of its Subsidiaries, or (iii) in Subsidiaries to the case risk of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOTliability. All requests for information made pursuant to this Section 6.6 7.4 shall be directed to an executive officer of ICE JBT or NYBOTthe Company, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms of the Confidentiality Agreement, provided that the Parties agree that the expiration of the Confidentiality Agreement shall be extended to the later of (1) the expiration date set forth in the Confidentiality Agreement, (2) the consummation of the Tender Offer and (3) the date that is two (2) years following the date that this Agreement is validly terminated in accordance with Section 13.

Access. Subject At all times during the period commencing from the date of this Agreement and continuing until the earlier to applicable Law relating occur of the termination of this Agreement pursuant to Article VIII and the sharing Effective Time, the Company shall, and shall cause each of informationits Subsidiaries to, afford Investor, Acquisition Sub, the Financing Sources and their respective Representatives reasonable access during normal business hours, upon reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) reasonable access, during normal business hours throughout the period prior to the Effective Time, to its properties, booksassets, contracts books and records andrecords, during such periodcontracts, each shall (facilities and shall cause personnel of the Company and its Subsidiaries to) furnish promptly Subsidiaries; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the other all extent that (a) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information concerning its businessor (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege; and provided further, properties and personnel as may reasonably be requested; provided however, that no information or knowledge obtained by Investor in any investigation conducted pursuant to the access contemplated by this Section 6.6 6.8 shall affect or be deemed to modify any representation or warranty made by ICE of the Company set forth in this Agreement or NYBOT; provided, further, otherwise impair the rights and remedies available to Investor and Acquisition Sub hereunder. In the event that the foregoing Company does not provide access or information in reliance on the preceding sentence, it shall not require ICE or NYBOT (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of use its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain communicate the consent applicable information to Investor in a way that would not violate any applicable Law or waive such attorney-client privilege. Any investigation conducted pursuant to the access contemplated by this Section 6.8 shall be conducted in a manner that does not unreasonably interfere with the conduct of such third party the business of the Company and its Subsidiaries or create a risk of damage or destruction to such inspection any property or disclosure, (ii) to disclose any privileged information assets of ICE or NYBOT, as the case may be, Company or any of its Subsidiaries, or (iii) in . Any access to the case properties of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE the Company or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 its Subsidiaries shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy subject to the General Counsel terms and conditions of such partyany applicable Lease and the Company’s reasonable security measures and insurance requirements and shall not include the right to perform Phase 1 or Phase 2 environmental assessments or other invasive testing. All such information shall be governed by the The terms and conditions of the Confidentiality AgreementAgreement and the Side Letter shall apply to any information obtained by Investor, Acquisition Sub or any of their respective Representatives pursuant to the access contemplated by this Section 6.8. Nothing in this Section 6.8 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information.

Access. Subject Upon reasonable prior notice and subject to applicable Law relating Legal Requirements, the Selling Companies will afford to the sharing of information, upon reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants counsel and other authorized representatives (“Representatives”) of Purchasers, reasonable access, during normal business hours throughout the period prior to the Effective TimeClosing, to its all of the properties, books, contracts contracts, commitments and records of the Selling Companies relating to the Transferred Assets or the Business, and, during upon prior notice and approval by the Selling Companies (which shall not be unreasonably withheld), access to all employees, customers, and suppliers of the Selling Companies, as may be reasonably requested by the Purchasers. During such period, each the Selling Companies shall (and shall cause its Subsidiaries to) promptly furnish promptly to the Purchasers and their representatives all other all information concerning its business, properties and personnel the Transferred Assets as the Purchasers may reasonably be requested; provided that no request. The parties will hold any such information which is nonpublic in confidence in accordance with the Confidentiality Agreement, dated May 29, 2009, between Ronson Corporation and Zippo Manufacturing Company (the “Confidentiality Agreement”). Any investigation pursuant to this Section 6.6 7.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the Business and shall be subject to such reasonable restrictions the Selling Companies shall deem necessary for such purpose. Purchasers shall perform no sampling of soil or other substrate, groundwater or surface water without Selling Companies’ written approval, which shall not be unreasonably withheld, conditional or delayed, provided that Selling Companies hereby consent to the sampling proposed on Schedule 7.6 of the Disclosure Memorandum. Purchasers agree that (i) the results of any such sampling shall be held in accordance with the Confidentiality Agreement; (ii) Purchaser and Purchasers’ representatives shall not report the results of any such sampling to any Person, including without limitation, any Governmental Authority and Purchasers shall not retain a Licensed Site Remediation Professional as defined under the Environmental Laws of the State of New Jersey, it being understood that Purchasers may retain Environ Corp., provided that Environ may not disclose the results of Purchasers’ investigation to any Licensed Site Remediation Professional in the employ of Environ or any other person other than Purchasers and Purchasers’ representatives who are subject to the confidentiality provisions herein; and (iii) prior to Closing, neither Purchasers nor any of Purchasers’ representatives shall provide the results of any such sampling or other environmental investigation after the date hereof to the Selling Companies or any representative of the Selling Companies except upon a written request from the Selling Companies to the Purchasers to obtain such results. Purchasers shall indemnify the Selling Companies for all Liabilities arising out of the negligence or willful misconduct of Purchasers’ agents’ entry onto the Real Property. Prior to any sampling, Purchasers shall provide the Selling Companies with evidence of insurance reasonably satisfactory to the Selling Companies. No information or knowledge obtained in any investigation pursuant to this Section 7.3 or otherwise shall affect or be deemed to modify any representation or warranty made contained in this Agreement or the Disclosure Memorandum or the conditions to the obligations of the parties to consummate the transaction contemplated by ICE this Agreement or NYBOT; any Related Agreement provided, furtherhowever, that the foregoing Purchasers shall not require ICE or NYBOT (i) to permit notify in writing the Selling Companies if any inspection, or to disclose any information, that of their officers who have had active involvement in the reasonable judgment negotiation of ICE the transactions contemplated hereby has actual knowledge of information that causes a representation or NYBOTwarranty to be false or misleading, as subject to the case may be, would result in the limitations on disclosure of the results of any trade secrets of third parties environmental sampling or violate any of its obligations with respect to confidentiality if ICE or NYBOT, other investigation as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, or any of its Subsidiaries, or (iii) provided in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms of the Confidentiality Agreement7.3.

Access. Subject During the period commencing on the date of this Agreement and continuing until the earlier to applicable Law relating occur of the termination of this Agreement pursuant to Article VIII and the sharing of informationEffective Time, upon reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each the Company shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants Parent and other authorized representatives (“Representatives”) its Representatives reasonable access, access during normal business hours throughout the period prior hours, upon reasonable notice, to the Effective Time, to its properties, books, contracts books and records and personnel of the Company and its Subsidiaries and, during such period, each the Company shall (and shall cause its Subsidiaries to) furnish reasonably promptly to the other Parent all information (financial or otherwise) concerning its business, properties and personnel (including for retention planning) as Parent may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall affect request, in each case solely for the purpose of consummating the Transactions or be deemed to modify any representation or warranty made by ICE or NYBOTfor reasonable integration planning purposes; provided, furtherhowever, that the foregoing shall not require ICE Company may restrict or NYBOT otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law requires the Company or its Subsidiaries to permit any inspection, restrict or otherwise prohibit access to disclose any such documents or information, that in (b) the reasonable judgment of ICE Company reasonably determines access to such documents or NYBOT, as the case may be, information would result in the disclosure a waiver of any trade secrets attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information or (c) such documents or information relate to the evaluation or negotiation of third parties this Agreement, the Transactions or, subject to Section 5.2 and Section 5.3, an Acquisition Proposal or violate any Superior Proposal. In the event that the Company does not provide access or information in reliance on clauses (a) or (b) of the preceding sentence, it shall use its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain communicate the consent applicable information to Parent in a way that would not violate any applicable Law or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 6.5 (i) shall be conducted in a manner that does not unreasonably interfere with the conduct of such third party the business of the Company or its Subsidiaries or create a risk of damage or destruction to such inspection any property or disclosure, (ii) to disclose any privileged information assets of ICE or NYBOT, as the case may be, Company or any of its Subsidiaries, or Subsidiaries and (iiiii) in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy subject to the General Counsel of such partyCompany’s reasonable security measures and insurance requirements. All such information shall be governed by the The terms and conditions of the Confidentiality AgreementAgreement 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 6.5. Nothing in this Section 6.5 shall be construed to require the Company or any of its Subsidiaries or Representatives of any of the foregoing to prepare any reports, analyses, appraisals or opinions that are not readily available.

Access. Subject to applicable Law relating to the sharing of information, upon reasonable notice, and except as may otherwise be required by applicable Law, ICE NYSE Group and NYBOT Euronext each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) reasonable access, during normal business hours throughout the period prior to the Effective Time, to its properties, books, contracts and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel as may reasonably be requested; provided that no investigation pursuant to this Section 6.6 7.5 shall affect or be deemed to modify any representation or warranty made by ICE NYSE Group or NYBOTEuronext; provided, further, that the foregoing shall not require ICE NYSE Group or NYBOT Euronext (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of ICE NYSE Group or NYBOTEuronext, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE NYSE Group or NYBOTEuronext, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE NYSE Group or NYBOTEuronext, as the case may be, or any of its Subsidiaries, or (iii) in the case of ICENYSE Group, (x) to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE NYSE Group or any of its Subsidiaries or any other regulatory activities conducted by NYSE Group or any of its Subsidiaries that the Chief Regulatory Executive Officer of ICE NYSE Regulation, Inc. determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOTEuronext, or (y) to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by New York Stock Exchange LLC or NYSE Arca, Inc. or any other regulatory activities that the Chief Executive Officer of NYSE Regulation, Inc. determines, in his or her sole discretion, is confidential and inappropriate to disclose to Euronext. All requests for information made pursuant to this Section 6.6 7.5 shall be directed to an executive officer of ICE NYSE Group or NYBOTEuronext, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms of the Confidentiality Agreement.

Access. Subject to applicable Law relating to the sharing of information, upon reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) reasonable access, during normal business hours throughout During the period prior commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, to its properties, books, contracts and records and, during such period, each the Company shall (and shall cause its Subsidiaries to) furnish promptly afford Parent and its Representatives reasonable access during normal business hours, upon reasonable notice, to the other all information concerning its businessproperties, properties books and records and personnel as may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOTof the Company and its Subsidiaries; provided, furtherhowever, that the foregoing shall not require ICE Company may restrict or NYBOT otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company or its Subsidiaries to permit any inspection, restrict or otherwise prohibit access to disclose any such documents or information, that in (ii) granting such access would violate any obligations of the reasonable judgment of ICE Company or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations Subsidiaries with respect to confidentiality if ICE to any third party or NYBOTotherwise breach, as contravene or violate, constitute a default under, or give a third party the case may beright 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 reasonably be expected to result in a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information or (iv) such documents or information relate to 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 clauses (i), (ii), or (iii) of the preceding sentence, it shall have used use its reasonable best efforts to obtain communicate the consent applicable information to Parent in a way that would not violate any applicable Law, Contract or obligation or waive such a privilege, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that the Company reasonably determines would not would jeopardize the health and safety of such third party any employee of the Company or its Subsidiaries. Any investigation conducted pursuant to such inspection the access contemplated by this Section 6.5 (1) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or disclosure, (ii) its Subsidiaries or create a risk of damage or destruction to disclose any privileged information property or assets of ICE or NYBOT, as the case may be, Company or any of its Subsidiaries, or and (iii2) in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy subject to the General Counsel of such partyCompany’s reasonable security measures and insurance requirements. All such information shall be governed by the The terms and conditions of the Confidentiality AgreementAgreement 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 6.5. Nothing in this Section 6.5 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information, subject to the Company’s obligations under Section 6.11.

Access. Subject to applicable Law relating to the sharing of information, upon reasonable notice, and except as may otherwise be required by applicable Law, ICE NYSE Euronext and NYBOT Deutsche Börse each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) reasonable access, during normal business hours throughout the period prior to the Effective Time, to its properties, books, contracts and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel as may reasonably be requested; provided that no investigation pursuant to this Section 6.6 7.5 shall affect or be deemed to modify any representation or warranty made by ICE NYSE Euronext or NYBOTDeutsche Börse; provided, further, that the foregoing shall not require ICE NYSE Euronext or NYBOT Deutsche Börse (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of ICE NYSE Euronext or NYBOTDeutsche Börse, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE NYSE Euronext or NYBOTDeutsche Börse, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE NYSE Euronext or NYBOTDeutsche Börse, as the case may be, or any of its Subsidiaries, or (iii) in the case of ICENYSE Euronext, (x) to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE NYSE Euronext or any of its Subsidiaries or any other regulatory activities conducted by NYSE Euronext or any of its Subsidiaries that the Chief Regulatory Executive Officer of ICE NYSE Euronext Regulation, Inc. determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOTDeutsche Börse, or (y) to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by NYSE Euronext Stock Exchange LLC or NYSE Euronext Arca, Inc. or any other regulatory activities that the Chief Executive Officer of NYSE Euronext Regulation, Inc. determines, in his or her sole discretion, is confidential and inappropriate to disclose to Deutsche Börse. (iv) in the case of Deutsche Börse, (x) to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries or any other regulatory activities conducted by Frankfurt Stock Exchange or any entity which is a Self-Regulatory Organization and the direct or indirect shareholder of which is Deutsche Börse (together the “Self-Regulated Deutsche Börse Entities”), if the competent body of the relevant Self-Regulated Deutsche Börse Entity determines, in his or her sole discretion, that such information is confidential and inappropriate to disclose to NYSE Euronext, or (y) to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by the BaFin or the Hessian Ministry for the Economy (Hessisches Ministerium für Wirtschaft) or any other competent public regulatory body relating to Frankfurt Stock Exchange or any entity the direct or indirect shareholder of which is Deutsche Börse, if the competent body of the relevant entity determines, in his or her sole discretion, that such information is confidential and inappropriate to disclose to NYSE Euronext. All requests for information made pursuant to this Section 6.6 7.5 shall be directed to an executive officer of ICE NYSE Euronext or NYBOTDeutsche Börse, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms of the Confidentiality Agreement.

Access. (a) Subject to confidentiality obligations and similar restrictions that may be applicable Law relating to information furnished to Seller or any of its Subsidiaries by Third Parties that may be in Seller’s or any of its Subsidiaries’ possession from time to time, from the date hereof until the Closing Date, to the sharing of information, upon reasonable notice, and except as may otherwise be required extent permitted by applicable Law, ICE and NYBOT each shall (including in accordance with the HSR Act, Seller shall, and shall cause its Table Affiliates to, during ordinary business hours and upon reasonable notice: (i) give Buyers and any of Contents Subsidiaries their Affiliates or Representatives reasonable access to the physical sites, properties, facilities, financial materials, books and records of Seller and its Affiliates related to the Business, the Purchased Assets and the Assumed Obligations; (ii) permit Buyers, their Affiliates and their respective Representatives to make such reasonable inspections thereof as Buyers may reasonably request; (iii) furnish Buyers with (or provide access to) afford the other’s officers, employees, counsel, accountants, consultants such financial and operating data and other authorized representatives (“Representatives”) reasonable access, during normal business hours throughout the period prior information with respect to the Effective TimeBusiness, to its Purchased Assets and Assumed Obligations (and any properties, booksfacilities, contracts books and records andrelated thereto) as Buyers may from time to time reasonably request; and (iv) furnish Buyers with (or provide access to) a copy of each material report, during such periodschedule, each shall or other Document (and shall cause its Subsidiaries toany properties, facilities, financial materials, books and records related thereto) furnish promptly (which may be reasonably redacted by Seller to the extent not related to the Business) filed or submitted by Seller with, or received by Seller from, any Governmental Entity, in each case: (A) to comply with reporting, disclosure, filing, or other all requirements imposed on Buyers or their Affiliates (including under applicable securities Laws) or for other bona fide business reasons; (B) to satisfy audit, accounting, claims, regulatory, litigation, subpoena, or other similar requirements; or (C) to comply with the obligations of Buyers under this Agreement or the Ancillary Agreements; provided, however, that any such access will be conducted at Buyers’ risk and expense, at a reasonable time, under the supervision of Seller’s or its Affiliates’ personnel; and (w) any such investigation will be conducted in such a manner as not to interfere unreasonably with the operation of the Business or any other Person, including the business of Seller and its Affiliates; (x) none of Seller or its Affiliates shall be required to take any action which would constitute or result in a waiver of any of the foregoing to the extent subject to the attorney-client privilege, attorney work product privilege, or other applicable legal privilege of Seller or any of its Affiliates or Representatives; (y) Seller shall not be required to supply any information concerning relating to the sale process for the Business and information and analysis (including financial analysis) relating thereto; and (z) none of Seller or its business, properties and personnel as may reasonably Affiliates shall be requested; provided that no investigation pursuant required to this Section 6.6 shall affect supply Buyers with any information which Seller or be deemed its Affiliate is under a legal obligation not to modify any representation or warranty made by ICE or NYBOTsupply; provided, further, that Buyers’ access to the foregoing Real Property may be limited to the extent Seller reasonably determines, including in light of the COVID-19 Pandemic, pursuant to the restrictions of any Contracts or instruments related to or governing the Real Property, or any such access that would jeopardize the health and safety of any of its employees or other Representatives. Notwithstanding the foregoing, Seller may, upon the advice of outside counsel, which may be internal counsel, reasonably designate any competitively sensitive material provided to Buyers under this Section 7.2 as “outside counsel only.” Such materials and the information contained therein shall be given only to Buyers’ outside counsel, and Buyers shall cause such outside counsel not require ICE to disclose such materials or NYBOT information to any Buyer’s Affiliate or employees, officers, directors, or other Representatives of any Buyer, unless express written permission is obtained in advance from the source of the materials. Notwithstanding anything herein to the contrary, no such access, disclosure, or copying shall be permitted for a purpose relating to a dispute or potential dispute between Seller and Buyers or any of their respective Affiliates. All requests for access and information pursuant to this Section 7.2 shall be made to such Representatives of Seller as Seller shall designate in writing, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. (b) Notwithstanding anything in this Section 7.2 to the contrary: (i) Buyers will not have access to permit any inspectionhuman resources, personnel, and medical records if such access could, in Seller’s opinion (in its sole discretion), subject Seller to risk of Liability or to disclose any informationotherwise violate applicable Law, that in including the reasonable judgment Health Insurance Portability and Accountability Act of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, 1996; (ii) Buyers will not have access to disclose any privileged information to the extent relating to any Tax Return of ICE or NYBOT, as the case may be, Seller or any of its Subsidiaries, or Affiliates that does not constitute a Document; and (iii) any investigation of environmental matters by or on behalf of Buyers will be limited to visual inspections and site visits commonly included in the case scope of ICE“Phase 1” level environmental inspections, and Buyers will not have the right to permit perform or conduct any inspectionsampling or testing at, in, on, or underneath any of the Purchased Assets without the express written consent of Seller (which consent can be withheld, conditioned or delayed in Seller’s sole discretion). Buyers shall abide by Seller’s safety rules, regulations, and policies (including the execution and delivery of any documentation or paperwork (e.g., Liability releases)) with respect to disclose any information relating Buyers’ access to any regulatory enforcementof the Real Property. Seller shall have the right to have a Representative present at all times during any such inspections, investigations or inquiries conducted by ICE or any other regulatory activities that interviews, and examinations. Buyers shall hold in confidence all such information on the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential terms and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy subject to the General Counsel of such party. All such information shall be governed by the terms of conditions contained in the Confidentiality Agreement. No investigation by Buyers or other information received by Buyers shall operate as a waiver or otherwise affect any representation, warranty, covenant, or agreement given or made by Seller in this Agreement. (c) (i) BUYERS, THEIR AFFILIATES, AND ITS AND THEIR RESPECTIVE REPRESENTATIVES, AS APPLICABLE, WAIVE AND RELEASE ALL DAMAGES AND LOSSES AGAINST THE SELLER INDEMNIFIED PARTIES FROM AND (ii) BUYERS SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE SELLER INDEMNIFIED PARTIES FROM AND AGAINST ALL DAMAGES AND LOSSES RESULTING FROM OR RELATING TO THE ACTIVITIES OF BUYERS, THEIR AFFILIATES, AND ITS AND THEIR RESPECTIVE REPRESENTATIVES UNDER THIS Section 7.2, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT, OR COMPARATIVE NEGLIGENCE (INCLUDING GROSS NEGLIGENCE), WILLFUL MISCONDUCT, STRICT LIABILITY, OR OTHER FAULT OR VIOLATION OF LAW BY THE SELLER INDEMNIFIED PARTIES. The foregoing indemnification obligation shall survive the Closing or termination of this Agreement.

Access. Subject On and after the Closing Date, Buyer shall retain and will cause the Company and each Subsidiary to applicable Law relating afford promptly to the sharing of information, upon Seller and its agents reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) reasonable access, during normal business hours throughout the period prior access to the Effective Time, to its their properties, books, contracts records, employees and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly auditors to the other all information concerning extent necessary to permit Seller to determine any matter relating to its business, properties rights and personnel as may reasonably be requestedobligations hereunder or to any period ending on or before the Closing Date; provided that no investigation pursuant to this Section 6.6 any such access by Seller shall affect or be deemed to modify any representation or warranty made by ICE or NYBOTnot unreasonably interfere with the conduct of the business of Buyer; provided, further, that the foregoing Buyer shall not require ICE or NYBOT be required to disclose any information if such disclosure would, in Buyer’s reasonable discretion, (i) jeopardize any attorney-client privilege or (ii) contravene any Applicable Laws or binding agreement entered into prior to permit any inspectionthe date hereof. Seller shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees and expenses) reasonably incurred in connection with the foregoing. Buyer will hold, or to disclose any information, that in the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of and will use its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to such inspection or disclosurehold, (ii) in confidence, unless compelled to disclose any privileged by Applicable Law, all confidential documents and information of ICE or NYBOT, as concerning the case may be, Company or any of its Subsidiaries, or (iii) in the case of ICE, Subsidiary provided to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made it pursuant to this Section 6.6 Section. Unless otherwise consented to in writing by Seller, Buyer shall not be directed permitted and shall not permit the Company or any Subsidiary, for a period of five years following the Closing Date, to an executive officer destroy, alter or otherwise dispose of ICE any material books and records of the Company or NYBOT, as any Subsidiary relating to periods beginning on or prior to the case may be, Closing Date without first giving reasonable prior written notice to Seller and offering to surrender to Seller such books and records or such Person portions thereof. The provisions of this Section 6.02 shall cease to apply in the event of a sale or disposition of any Company Entity by Buyer as may be designated by either it relates to such Company Entity, provided that Buyer has caused the subsequent owner(s) of their executive officers, as the case may be, with a copy such entity to agree to the General Counsel of such party. All such information shall be governed by the terms of the Confidentiality Agreementobligations similar to those set forth in this Section 6.02.

Access. (a) Subject to applicable Law relating to the sharing of information, upon reasonable notice, law and except as may otherwise be required contemplated by applicable Lawthis Agreement, ICE and NYBOT each from the date of this Agreement until the Effective Time, the Company shall (and shall cause its Table of Contents the Company Subsidiaries to) afford the other(i) upon one business day’s officersprior notice, employees, counsel, accountants, consultants give Parent and other authorized representatives (“Representatives”) Purchaser reasonable access, access during normal business hours throughout the period prior to the Effective Time, to its propertiesCompany Agreements, contracts, books, contracts records, analysis, projections, plans, systems, personnel, commitments, offices and records and, during such period, each shall other facilities and properties of the Company and its accountants and accountants’ work papers and (and shall cause its Subsidiaries toii) furnish promptly Parent and Purchaser on a timely basis with such financial and operating data and other information with respect to the other all information concerning its business, properties and Company Agreements as Parent and Purchaser may from time to time reasonably request and use commercially reasonable efforts to make available at all reasonable times during normal business hours to Representatives of Parent and Purchaser the appropriate individuals (including management personnel, attorneys, accountants and other professionals) for discussion of the Company’s business, properties, prospects and personnel as Parent or Purchaser may reasonably be requested; provided request. In addition, the Company shall furnish promptly to Parent (x) a copy of each material report, schedule, statement and other document submitted or filed by it with any Governmental Entity and (y) the internal or external reports prepared by it in the ordinary course of business that no investigation pursuant are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. (b) Notwithstanding anything to the contrary set forth in this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOT; providedAgreement, further, that the foregoing Company shall not require ICE or NYBOT (i) be required to permit any inspectionprovide access, or to disclose any information, that pursuant to Section 6.2(a) where such access or disclosure would, in the Company’s reasonable judgment of ICE or NYBOTjudgment, as the case may be, would (i) result in the disclosure of any trade secrets Trade Secrets of third parties or violate any of its the Company’s obligations with respect to confidentiality if ICE to any third party or NYBOTotherwise breach, as contravene or violate any then effective Company Agreement; provided, that the case may be, Company shall have used commercially reasonable best efforts to obtain the consent of such third party to such inspection access or disclosuredisclosure without requiring the Company to pay any amount or waive any rights to obtain such consent, (ii) to disclose any privileged information jeopardize the attorney-client or other privileges of ICE or NYBOT, as the case may be, or any of its SubsidiariesCompany, or (iii) in the case of ICEbreach, to permit contravene or violate any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms of the Confidentiality Agreementapplicable law.

Access. Subject to applicable Law relating to the sharing of information, upon Upon reasonable notice, and except as may otherwise be required by applicable Lawlaw, ICE each of the Westin Companies and NYBOT each the Starwood Companies shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s 's officers, employees, counsel, accountants, consultants accountants and other authorized representatives (“"Representatives”") reasonable access, during normal business hours throughout the period prior to the Effective TimeClosing Date, to its properties, books, contracts and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel as may reasonably be requested; , provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE any Westin Company or NYBOT; any Starwood Company, and provided, further, that the foregoing shall not require ICE any Westin Company or NYBOT (i) Starwood Company to permit any inspection, or to disclose any information, that in the reasonable judgment of ICE such Westin Company or NYBOTStarwood Company, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE such Westin Company or NYBOTStarwood Company, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, or any of its Subsidiaries, or (iii) in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for 38 42 information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE the LLC or NYBOTStarwood Trust, as the case may be, or such Person as may be designated by either of their executive its officers, as the case may be, with a copy . Prior to the General Counsel Effective Date, the Westin Companies shall deliver to the Starwood Companies, not later than 45 days after the end of each monthly period and in the form customarily prepared by the Westin Companies, the unaudited combined consolidated internal financial statements of the Westin Subsidiaries, including an income statement, balance sheet and cash flow statement for the monthly period then ended and for the period from the beginning of the current fiscal year to the end of such partymonthly period. All such information shall be governed by the terms of the Confidentiality Agreement. For a period of six years after the Effective Date, the LLC and its representatives shall have reasonable access to all the books and records of the Westin Companies with respect to periods prior to the Closing Date to the extent that such access may reasonably be required by the LLC in connection with matters relating to or affected by the operations of any of the Westin Companies prior to the Closing Date. The Starwood Companies shall afford such access upon receipt of reasonable advance notice and during normal business hours. The LLC shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 6.

Access. Subject to applicable Law relating (a) From the date hereof and prior to the sharing of informationClosing, Seller shall, and shall cause the ▇▇▇▇▇▇ Entities to, provide Purchaser and its representatives, during regular business hours and upon reasonable notice, with such information in respect of the ▇▇▇▇▇▇ Entities and except as may otherwise be required the transactions contemplated by applicable Lawthis Agreement, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) reasonable access, during normal business hours throughout the period prior with such access to the Effective Time, to its properties, books, contracts books and records andof the ▇▇▇▇▇▇ Entities, during as Purchaser may from time to time reasonably request; provided, however, that Seller and the ▇▇▇▇▇▇ Entities shall not be obligated to provide Purchaser with any information relating to trade secrets or to provide access to or to disclose information where such periodaccess or disclosure would violate any law, each shall (rule, regulation, Order, fiduciary duty to any partners or the term of any Contract, or adversely affect the ability of Seller, any ▇▇▇▇▇▇ Entity or any of their respective affiliates to assert attorney-client, attorney work product or other similar privilege; and shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel as may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOT; provided, further, that the foregoing in no event shall not require ICE such access include access to Seller’s facility located at ▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ or NYBOT (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE any facility or NYBOTproperty of Seller, as “Phase II” or other environmental testing or sampling of properties of the case may be, ▇▇▇▇▇▇ Entities. Any disclosure whatsoever during such investigation to Purchaser shall have used reasonable best efforts to obtain the consent not constitute an enlargement of such third party to such inspection or disclosure, (ii) to disclose any privileged information additional representations or warranties of ICE or NYBOT, as the case may be, or any of its Subsidiaries, or (iii) Seller beyond those specifically set forth in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such partyAgreement. All such information and access shall be governed by subject to the terms and conditions of the letter agreement, dated October 8, 2004, between Purchaser and SPX, as amended (the “Confidentiality Agreement”). (b) Seller shall reasonably assist Purchaser in connection with Purchaser’s retaining Seller’s accountants to audit the ▇▇▇▇▇▇ Business, including executing consents or waivers necessary for Seller’s accountants to perform such audit. Seller shall afford its auditors (or such other auditors as Purchaser may select) such access as is reasonably necessary for the performance of such audit; provided, however, that it is understood that such audit may not be completed until after consummation of the transactions contemplated hereby and that in no event will the audit be a condition to the consummation of the transactions contemplated hereby.

Access. Subject (a) Each Seller shall permit representatives of the Buyer to applicable Law relating have access (at reasonable times, on reasonable prior written notice and in a manner so as not to interfere with the normal business operations of the Business) to the sharing Business Employees and the counsel and auditors of informationthe Sellers as well as the premises, upon reasonable noticeproperties, financial and except as may otherwise be required by applicable Lawaccounting records, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants contracts and other authorized records and documents, of or pertaining to the Business; provided, however, such counsel shall not be obligated to disclose any information or documents that is covered by the attorney-client privilege or the attorney work product privilege. Prior to the Closing, the Buyer and its representatives shall not contact or communicate with the customers and suppliers of any Seller in connection with the transactions contemplated by this Agreement, except with the prior written consent of any Seller. (“Representatives”b) The Sellers will provide the Buyer, the Buyer’s representatives and Buyer’s independent registered public accountants reasonable access, access during normal business hours throughout to such books, records, workpapers, data and other information as may be reasonably requested by the period Buyer to allow the Buyer and its independent registered public accountants to conduct an audit or review of the Business and Acquired Assets for such periods as the Buyer may require for its financial reporting purposes required in connection with any report required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934. The Sellers shall cooperate with the Buyer and Buyer’s independent registered public accountants in the preparation of audited and/or pro forma financial statements in respect of the Business and Acquired Assets for such periods as the Buyer may require; provided, that the Buyer shall be responsible for the cost of its audit. (c) The Buyer and the Sellers acknowledge and agree that the Confidentiality Agreement remains in full force and effect and that Information provided by any Seller or any of their respective Affiliates to the Buyer pursuant to this Agreement prior to the Effective Time, to its properties, books, contracts and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel as may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOT; provided, further, that the foregoing shall not require ICE or NYBOT (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, or any of its Subsidiaries, or (iii) in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 Closing shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, treated in accordance with a copy to the General Counsel of such party. All such information shall be governed by the terms of the Confidentiality Agreement. If this Agreement is terminated prior to the Closing, the Confidentiality Agreement shall remain in full force and effect in accordance with its terms. If the Closing occurs, the Confidentiality Agreement, insofar as it covers Information relating to the Business, shall terminate effective as of the Closing, but shall remain in effect insofar as it covers other Information disclosed thereunder.

Access. Subject (a) From the date hereof until the Closing Date, subject to applicable Applicable Law relating to and the sharing of informationConfidentiality Agreement, upon reasonable noticethe Company shall, and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) reasonable access, during normal business hours throughout the period prior to the Effective Time, to its properties, books, contracts and records and, during such period, each shall (and shall cause its Subsidiaries to, (i) give Parent, its counsel, financial advisors, auditors, and other authorized representatives, upon reasonable advance notice and during Working Hours, reasonable access to the offices, employees and properties, and to copies of books and records, of the Company and its Subsidiaries; (ii) furnish promptly to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data in its possession relating to the other all information concerning businesses of the Company and its business, properties and personnel Subsidiaries as such Persons may reasonably request; and (iii) instruct the employees, counsel and financial advisors of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the businesses of the Company and its Subsidiaries. (b) From the date hereof until the Closing Date, subject to Applicable Law and the Confidentiality Agreement, Parent shall, and shall cause its Subsidiaries to, (i) give the Company and BLITA and their respective counsel, financial advisors, auditors, and other authorized representatives, upon reasonable advance notice and during Working Hours, reasonable access to the offices, employees and properties, and to copies of books and records, of Parent and its Subsidiaries; (ii) furnish to the Company and BLITA and their respective counsel, financial advisors, auditors and other authorized representatives such financial and operating data in its possession relating to the businesses of Parent and its Subsidiaries; and (iii) instruct the employees, counsel and financial advisors of Parent and its Subsidiaries to reasonably cooperate with the Company and BLITA in connection therewith, in each case, solely to the extent such access, information or cooperation is required by the Company or BLITA in connection with BLITA accounting for its holding of the Parent Common Stock to be requested; provided that no received by it and its Affiliates hereunder with the equity method of accounting. (c) Any investigation pursuant to this Section 6.6 5.07 shall be conducted in such manner as not to interfere unreasonably with the conduct of the businesses of the Company and its Subsidiaries or Parent and its Subsidiaries, as applicable. Notwithstanding the foregoing, (A) the Company and Parent, as applicable, shall not be required to provide or cause to be provided access to or disclose or cause to be disclosed (x) any personnel records relating to individual performance or evaluations, medical histories or other personal information that in the Company’s or in Parent’s, as applicable, good faith opinion could subject the Company or its Affiliates or Parent or its Affiliates, as applicable, to risk of liability or (y) any information where such access or disclosure would jeopardize the attorney-client privilege, contravene any Applicable Law or contravene any bona fide confidentiality undertaking to a Third Party in effect as of the date hereof (provided that, in the case of this clause (y), the Company or Parent, as applicable, shall cooperate with Parent or the Company, as applicable, in good faith to develop substitute arrangements, to the extent reasonably possible, that do not result in the loss or reduction of such privilege, contravention of such Applicable Law or contravention of such undertaking), and (B) prior to the Closing Date, neither Parent nor the Company, as applicable shall have any right to perform or cause to be performed any invasive or subsurface investigations of the properties of the Company or any of its Subsidiaries, or Parent or its Subsidiaries, as applicable, including any sampling or testing of the air, soil, surface water, groundwater, building materials or other environmental media. (d) No investigation by a party hereto or its representatives shall affect or be deemed to modify or waive any representation representations, warranties or warranty made by ICE or NYBOT; providedcovenants of any other party set forth in this Agreement. (e) On and after the Closing Date, furtherParent shall, that the foregoing and shall not require ICE or NYBOT cause its Subsidiaries to, (i) maintain the books and records of the business of the Company and its Subsidiaries for a period of six years and (ii) upon reasonable prior written notice and during Working Hours, afford to each of the Equityholders and its agents reasonable access to (x) copies of books and records relating to the Company or its Subsidiaries for the period prior to Closing and (y) employees and auditors of the business of Parent and its Subsidiaries, in each case to the extent reasonably necessary to permit the applicable Equityholder to perform or satisfy any inspectionlegal or regulatory obligation relating to any period on or before the Closing Date or for any other legitimate, non-competitive purpose relating to any period on or before the Closing Date. Notwithstanding the foregoing, (A) Parent shall not be required to provide access or disclose information to the extent that such access or disclosure would (x) jeopardize the attorney-client privilege, contravene any informationApplicable Law or contravene any bona fide confidentiality undertaking to a Third Party in effect as of the date hereof (provided that Parent shall, and shall cause its Subsidiaries to, cooperate with the applicable Equityholder in good faith to develop substitute arrangements, to the extent reasonably possible, that do not result in the reasonable judgment loss or reduction of ICE such privilege or NYBOT, as the case may be, would contravention of such Applicable Law) or (y) result in the disclosure of any trade secrets or any competitively sensitive information of third parties Parent or violate any of its obligations Subsidiaries or of a Third Party to whom Parent or any of its Subsidiaries has confidentiality obligations, and (B) Parent shall not be required to provide such access unless the applicable Equityholder conducts, and causes its representatives to conduct, its activities permitted under this Section 5.07(e) in a manner that does not unreasonably interfere with respect to confidentiality if ICE the conduct of the business of Parent and its Affiliates. (f) From the date hereof through the Closing Date, unless Parent has first notified the Chief Executive Officer of the Company, Parent shall not, and shall cause its Affiliates and Parent’s and its Affiliates’ representatives not to, initiate contact with any employees, independent contractors, vendors, customers, suppliers or NYBOT, as other third parties having business relationships with the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, Company or any of its Subsidiaries, or (iii) other than in the case ordinary course of ICE, to permit Parent’s and its Affiliates’ businesses (so long as any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that such contact in the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant ordinary course does not relate to this Section 6.6 shall be directed to an executive officer of ICE Agreement or NYBOTthe transactions contemplated hereby, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, and is otherwise conducted in compliance with a copy to the General Counsel of such party. All such information shall be governed by the terms of the Confidentiality Agreement).

Access. Subject During the period from the Agreement Date through the earlier of the Closing or the termination of this Agreement pursuant to applicable Law relating Section 10.1 (the “Pre-Closing Period”), and upon reasonable advance notice to the sharing of informationCompany, upon the Company shall provide Parent and Parent’s Representatives with reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) reasonable access, access during normal business hours throughout to the period Acquired Companies’ personnel, facilities and existing books and records; provided that any such access shall be conducted at Parent’s sole cost and expense, under the supervision of appropriate personnel of the Acquired Companies and in such a manner as to not unreasonably interfere with the normal operation of the business of the Acquired Companies. Nothing herein shall require any Acquired Company to disclose any information to Parent or Parent’s Affiliates or Representatives if such disclosure would (a) jeopardize any attorney-client or other legal privilege or (b) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the Effective Time, Agreement Date (including any confidentiality agreement to its properties, books, contracts and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel as may reasonably be requestedwhich any Acquired Company is a party); provided that no investigation the Acquired Companies shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in a contravention of any applicable Law, fiduciary duty or agreement or jeopardize any attorney-client or other legal privilege including using commercially reasonable efforts to obtain the required Consent of any applicable third party or through the use of a “clean team.” Any information furnished to, or obtained by, Parent pursuant to this Section 6.6 6.1, and any investigation of the Company made by Parent or its Representatives, shall affect or not be deemed to modify have been disclosed on the Disclosure Schedules as of the Agreement Date, to constitute a part of, or an amendment or supplement to the Disclosure Schedules, to cure any breach of any representation or warranty made as of the Agreement Date or to otherwise limit the rights and remedies of Parent hereunder, in each case, unless so agreed to in writing by ICE Parent. Except in the ordinary course of business unrelated to the transactions contemplated by this Agreement, prior to the Closing, without the prior written consent of the Company, which may be withheld for any reason, no Parent Party or NYBOT; provided, further, that the foregoing shall not require ICE or NYBOT (i) to permit their Representatives may contact any inspectionsuppliers to, or customers of, the Acquired Companies, and Parent will have no right to disclose any information, that in the reasonable judgment of ICE perform invasive or NYBOT, as the case may be, would result in the disclosure subsurface investigation of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, or any of its Subsidiaries, or (iii) real property in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms of the Confidentiality Agreementconnection herewith.

Access. Subject to applicable Law relating to the sharing of information, upon (a) Upon reasonable advance notice, each of Parent and except as may otherwise be required by applicable Lawthe Company shall, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries and Affiliated Companies to) , afford to the other’s other party and to the officers, employees, accountants, counsel, accountants, consultants financial advisors and other authorized representatives (“"Representatives”") of such other party reasonable access, access during normal business hours throughout hours, during the period prior to the Effective Time, to all of its properties, books, contracts contracts, commitments and records and, during such period, each shall (of Parent and the Company shall, and shall cause its Subsidiaries to) , furnish promptly to the other party consistent with its legal obligations all other information concerning its business, properties and personnel as such other party may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOTrequest; provided, furtherhowever, that each of Parent and the Company may restrict the foregoing shall not require ICE or NYBOT access to the extent that (i) a Governmental Entity requires either party or any of its Subsidiaries to permit restrict access to any inspection, properties or information reasonably related to disclose any information, that such contract on the basis of applicable Law with respect to national security matters or (ii) in the reasonable judgment of ICE such party any Law or NYBOTtreaty of any Governmental Entity applicable to such party requires it or its Subsidiaries to restrict access to any properties or information. The parties will hold any such information in confidence to the extent required by, and in accordance with, the provisions of the Non-Disclosure Agreement dated as of June 20, 2000 between Parent and the Company (the "Confidentiality Agreement"). Any investigation by Parent, any of the GCS Entities or the Company Holders shall not affect the representations and warranties of Parent or the Company and the Company Holders, as the case may be. (b) Upon reasonable advance notice, would result in the disclosure Company shall, and shall cause its Subsidiary and the Affiliated Companies to, afford to Parent and its Representatives, from the date hereof until the Effective Time, reasonable access during normal business hours to all employees, agents and independent contractors of any trade secrets of third parties or violate any of its obligations with respect such entities. (c) Prior to confidentiality if ICE or NYBOTthe Closing Date, as the case may be, Parent shall have used reasonable best efforts the right to obtain conduct a Phase I environmental assessment of the consent operations, facilities and properties of such third party to such inspection the GCS Entities (including the Stockholder Properties), whether owned or disclosureleased, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, or any of its Subsidiaries, or (iii) in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries which assessment shall be conducted by ICE or any other regulatory activities that the Chief Regulatory Officer an environmental consultant of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms of the Confidentiality AgreementParent's choice.

Access. Subject At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to applicable Law relating occur of the termination of this Agreement pursuant to Article IX and the sharing of informationEffective Time, the Company shall afford Parent and its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) reasonable access, during normal business hours throughout the period prior to the Effective Time, to its properties, books, contracts books and records andand personnel of the Company; provided, during such periodhowever, each shall (and shall cause its Subsidiaries to) furnish promptly that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, and (ii) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other all information concerning its businessapplicable privilege applicable to such documents or information; and provided, properties and personnel as may reasonably be requested; provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 6.6 7.6 shall affect or be deemed to modify any representation or warranty made by ICE of the Company set forth in this Agreement or NYBOT; provided, further, otherwise impair the rights and remedies available to Parent and Acquisition Sub hereunder. In the event that the foregoing Company does not provide access or information in reliance on the preceding sentence, it shall not require ICE or NYBOT (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of use its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain communicate the consent applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall be conducted in a manner that does not unreasonably interfere with the conduct of such third party the business of the Company and its Subsidiaries or create a risk of damage or destruction to such inspection any property or disclosure, (ii) to disclose any privileged information assets of ICE or NYBOT, as the case may be, Company or any of its Subsidiaries, or (iii) in . The terms and conditions of the case of ICE, Confidentiality Agreements shall apply to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted obtained by ICE Parent or any of its financial advisors, business consultants, legal counsel, accountants and other regulatory activities that the Chief Regulatory Officer of ICE determines, agents and representatives in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made connection with any investigation conducted pursuant to the access contemplated by this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party7.6. All such information shall be governed Except for disclosures expressly permitted by the terms of the Confidentiality AgreementAgreements, each of the Company and Parent shall hold, and shall cause their respective Representatives to hold, all information received from the other party or its Representatives, directly or indirectly, in confidence in accordance with the Confidentiality Agreements. Nothing in this Section 7.6 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information.

Access. Subject to applicable Law relating to the sharing of information, upon reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each (a) The Seller shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants Purchaser and other authorized representatives (“Representatives”) its Representatives reasonable access, access during normal business hours throughout the period prior to management personnel and financial, title, tax, corporate and legal materials and operating data and information relating to the Effective TimeTarget Companies and the Target Companies’ Assets, to its properties, books, contracts operations and records and, during such period, each shall (Business and shall cause its Subsidiaries to) furnish promptly to the Purchaser such other all information concerning its business, properties and personnel as they may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOTrequest; provided, furtherhowever, that all requests for such access shall be directed in writing to ▇▇▇▇▇ ▇▇▇▇▇ at ▇▇▇-▇▇▇-▇▇▇▇ and ▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ or such other Person(s) as the foregoing Seller may designate in writing from time to time. (b) Notwithstanding the foregoing, the Purchaser shall not require ICE or NYBOT (i) have access to permit any inspectionpersonnel records of the Seller or the Target Companies relating to individual performance or evaluation records, medical histories or to disclose any information, that other information which in the reasonable judgment of ICE Seller’s good faith determination is sensitive or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties which could subject the Seller, the Target Companies or violate any of its obligations with respect their respective Affiliates to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the risk of liability without prior written consent of such third party to such inspection or disclosurethe Seller, (ii) to disclose conduct any privileged information of ICE invasive sampling or NYBOT, as the case may be, testing or any soil, surface water, groundwater, building materials or other environmental media, including the conduct of its Subsidiariesa Phase II environmental site assessment, or (iii) in the case of ICE, have access to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations if doing so would reasonably likely constitute a breach by the Seller or inquiries conducted by ICE the Target Companies or any of their respective Affiliates of any contract to which such Person is a party or would reasonably likely constitute a violation of any Applicable Law to which the Seller or the Target Companies or any of their respective Affiliates is subject or which such Person believes in good faith could jeopardize any solicitor client or other regulatory activities that legal privilege. The Purchaser shall abide by the Chief Regulatory Officer safety rules, regulations, and operating policies of ICE determines, in his the Seller and the Target Companies while conducting its due diligence evaluation of the Target Companies. (c) Neither the Seller nor the Target Companies makes any representation or her sole discretion, is confidential and inappropriate warranty as to disclose to NYBOT. All requests for the accuracy of any information made (if any) provided pursuant to this Section 6.6 6.3, and the Purchaser may not rely on the accuracy of any such information, in each case other than as expressly set forth in the representations and warranties contained in ARTICLE 3. All information provided or made available to the Purchaser or any of its Representatives will be subject to the Confidentiality Agreement, which agreement shall be directed remain in full force and effect until the Closing and shall thereupon terminate. (d) In connection with the rights of access, examination and inspection granted to an executive officer the Purchaser under this Section 6.3, (i) the Purchaser waives and releases all claims against the Seller and any of ICE its Affiliates arising in any way therefrom or NYBOTin any way connection therewith, as and (ii) the case may bePurchaser hereby agrees to indemnify, defend and hold harmless the Target Companies, the Seller and any of its Affiliates from and against any and all Damages attributable to personal injury, death or physical property damage to any Representative of the Seller and any of its Affiliates, to the extent arising out of, resulting from or relating to any field visit or other due diligence activity conducted by the Purchaser or its Representatives with respect to the Target Companies or otherwise in connection with the transactions contemplated by this Agreement. (e) For a period of seven years following the Closing Date or for such Person longer period as may be designated required by either of their executive officersApplicable Law, as the case may be, with a copy Purchaser shall afford the Seller and its Representatives reasonable access during normal business hours to the General Counsel books and records relating to the Target Companies relating to periods prior to the Closing Date and the Seller shall have the right to inspect and to make copies of such party. All such information shall be governed by the terms of the Confidentiality Agreementthem for any proper purpose.

Access. Subject to applicable Law relating to the sharing of information(a) The Company shall, upon reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) , afford the other’s officers, employees, counsel, accountants, consultants Acquiror and other authorized representatives (“Representatives”) its Representatives reasonable access, access during normal business hours and with reasonable advance notice, throughout the period prior to the earlier of the valid termination of this Agreement in accordance with Article VIII and the Effective Time, to its and its Subsidiaries’ personnel, properties, booksContracts, contracts commitments, books and records (including material Tax Returns) and, during such period, each shall (the Company shall, and shall cause its Subsidiaries and their respective Representatives to, make available to Acquiror such access set forth on Section 6.2(a) furnish promptly to of the Company Disclosure Schedule and such other all available information and access concerning its business, properties and personnel as Acquiror may reasonably be requestedrequest and shall instruct the Company’s (and its Subsidiaries’) independent accountants to provide access to their work papers and such other information (including material Tax Returns) as Acquiror may reasonably request; provided that no any access or investigation pursuant to this Section 6.6 6.2(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the business and operations of the Company or any of the Company’s Subsidiaries and (ii) under the coordination and supervision of persons designated by the Special Committee; provided, further, that the Company shall not 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 and its outside legal counsel, (A) violate any Law or (B) jeopardize the attorney-client privilege or other legal privilege of the Company or any of its Subsidiaries; provided that the Company will inform Acquiror of the general nature of any document or information being withheld and reasonably cooperate with Acquiror to provide appropriate substitute information in a manner that would not result in any of the foregoing impediments. In no event shall Acquiror or its Representatives be entitled to conduct any invasive or intrusive sampling or testing of air, soil, subsurface strata, sediment, surface water, groundwater or any other materials at, on or under the Company Owned Real Property or Company Leased Real Property. No investigation by Acquiror or its Representatives shall affect or be deemed to modify any representation or warranty made by ICE or NYBOT; provided, further, that waive the foregoing representations and warranties of the Company set forth in this Agreement. The Company and its Subsidiaries shall not require ICE or NYBOT (i) be required to permit any inspection, or to disclose any information, that in the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, or any of its Subsidiaries, or (iii) in the case of ICE, to permit any inspection, or to disclose provide under this Section 6.2 any information relating to any regulatory enforcement, investigations Company Takeover Proposal or inquiries conducted by ICE Company Intervening Event or related to the evaluation of any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for transaction with Parent (which information made shall instead be provided pursuant to the requirements of Section 6.3). (b) The Parties hereto hereby agree that all information provided to them or their respective officers, directors, employees or Representatives in connection with this Section 6.6 Agreement and the consummation of the Merger shall be directed to an executive officer governed in accordance with the letter agreement, dated as of ICE or NYBOTApril 28, as 2026, between the case may be, or such Person Company and Parent (as may be designated by either of their executive officersamended or supplemented, as the case may be“Confidentiality Agreement”). (c) From and after the date hereof until the Effective Time, with a copy subject to the General Counsel of such party. All such information shall be governed by the other terms of this Agreement, the Confidentiality AgreementCompany and Parent shall, and shall cause their Subsidiaries and Representatives to, use their commercially reasonable efforts, subject to applicable Law, to cooperate with the other Party in connection with planning the ownership and operation of the Surviving Corporation and its Subsidiaries by Parent following the Closing.

Access. (a) Subject to compliance with applicable Law relating Laws, the Company shall afford to the sharing of information, upon reasonable notice, Parent and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause to its Table of Contents Subsidiaries to) afford the other’s officers, employees, accountants, consultants, legal counsel, accountantsfinancial advisors, consultants financing sources and agents and other authorized representatives (each of the foregoing, other than Parent, a “RepresentativesRepresentative”) reasonable access, access during normal business hours hours, throughout the period prior to the earlier of the Effective TimeTime and the Termination Date, to the Company’s and its Subsidiaries’ senior executives, properties, bookscontracts, contracts commitments, books and records andrecords, during other than any such periodmatters that relate to the negotiation and execution of this Agreement, each or, subject to Section 5.3, to transactions potentially competing with or alternative to the transactions contemplated by this Agreement or proposals from other parties relating to any competing or alternative transactions. The Company shall (and shall cause its Subsidiaries to) furnish reasonably promptly to Parent and its Representatives the weekly “Executive Reporting Package” (or comparable weekly reports) and monthly financial reports and such other all information concerning its business, properties and personnel about Parent’s business as may be reasonably be requested; provided requested by Parent that no investigation pursuant to this Section 6.6 shall affect has been or be deemed to modify is prepared by the Company (or is readily available without any representation or warranty made by ICE or NYBOT; providedpreparation) in the ordinary course of business. The foregoing notwithstanding, further, that the foregoing Company shall not require ICE be required to afford such access or NYBOT (i) to permit any inspection, or to disclose any information, that in furnish such information if it would unreasonably disrupt the reasonable judgment operations of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, Company or any of its Subsidiaries, would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party, would cause a risk of a loss of privilege or trade secret protection to the Company or any of its Subsidiaries or would constitute a violation of any applicable Law; provided, that the parties hereto shall cooperate in seeking and use reasonable best efforts to find a way to allow disclosure of such information in a manner that does not result in such disruption, loss or violation. (iiib) Parent hereby agrees that all information provided to it or any of its Representatives in connection with this Agreement and the case consummation of ICEthe transactions contemplated hereby shall be deemed to be Confidential Information, as such term is used in, and shall be treated in accordance with, the confidentiality agreements between the Company and certain of the Equity Investors (or their Affiliates) (the “Confidentiality Agreements”). The execution of this Agreement by the Company shall constitute written consent by the Company pursuant to the Confidentiality Agreements to all actions by Parent, Merger Sub, the Equity Investors and their respective Representatives expressly permitted by this Agreement. The Company agrees that the Confidentiality Agreements are hereby amended, as applicable, to permit any inspection(subject to Sections 5.1(c) and 5.12) the inclusion of all prospective debt or equity investors, or to disclose any information relating to any regulatory enforcementfinancing sources, investigations or inquiries conducted by ICE or any outside agents and other regulatory activities advisors in the term “Representative” as such term is defined therein; provided that the Chief Regulatory Officer total of ICE determinesany such new prospective equity investors does not exceed 30 without the Company’s prior written consent, in his not be be unreasonably withheld, delayed or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms of the Confidentiality Agreementconditioned.

Access. Subject At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to applicable Law relating occur of the termination of this Agreement pursuant to Article X and the sharing Effective Time, the Company shall, and shall cause each of informationthe Company Subsidiaries to, afford Parent and its Representatives reasonable access during normal business hours, upon reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) reasonable access, during normal business hours throughout the period prior to the Effective Time, to its properties, books, contracts books and records and personnel of the Company and, during such period, each shall (the Company shall, and shall cause its each of the Company Subsidiaries to) , furnish promptly to the other all Parent and its Representatives any information concerning its business, Taxes, properties and or personnel as Parent may reasonably be requestedrequest, including (i) 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 (ii) internal monthly consolidated financial statements of the Company and the Company Subsidiaries, to the extent prepared in the ordinary course of business consistent with past practice; provided provided, however, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 6.6 5.03 shall affect or be deemed to modify any representation or warranty made of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent and Merger Sub hereunder. 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 ICE Parent with Parent or NYBOT; provided, further, that the foregoing shall not require ICE its Representatives to discuss any material changes or NYBOT (i) to permit any inspection, or to disclose any information, that developments in the reasonable judgment operational matters of ICE the Company and the general status of the ongoing operations of the Company. Any investigation conducted pursuant to the access contemplated by this Section 5.03 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and the Company Subsidiaries or NYBOT, as create a risk of damage or destruction to any property or assets of the case may be, would result in the disclosure of any trade secrets of third parties Company or violate any of its obligations with respect the Company Subsidiaries. The terms and conditions of the Confidentiality Agreement shall apply to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, obtained by Parent or any of its Subsidiaries, Representatives or (iii) employees in the case of ICE, to permit connection with any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries investigation conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to the access contemplated by this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms of the Confidentiality Agreement5.03.

Access. Subject to applicable Law relating to The Administrative Agent, the sharing Lenders and any of information, upon reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s their respective officers, employeesemployees and/or agents shall have the right, counsel, accountants, consultants and other authorized representatives (“Representatives”) reasonable accessexercisable as frequently as the Administrative Agent reasonably determines to be appropriate, during normal business hours throughout the period prior to the Effective Time, to its properties, books, contracts and records and, during (or at such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel times as may reasonably be requested; provided that no investigation pursuant requested by the Administrative Agent), to this Section 6.6 shall affect or inspect the Project and (on twenty-four (24) hours prior notice, which may be deemed to modify any representation or warranty made by ICE or NYBOT; provided, further, that the foregoing shall not require ICE or NYBOT (ioral) to permit inspect, audit and make extracts from all of Borrower’s or Mortgage Borrower’s records, files and books of account. Borrower shall or shall cause Mortgage Borrower to deliver any inspection, document or to disclose any information, that in instrument reasonably necessary for the reasonable judgment of ICE or NYBOTAdministrative Agent, as the case Administrative Agent may berequest, would result to obtain records from any service bureau maintaining records for Borrower or Mortgage Borrower, and shall maintain duplicate records or support documentation on media, including, without limitation, computer tapes and discs owned by Borrower or Mortgage Borrower relating to the use or operation of the Project. At the Administrative Agent’s request, Borrower shall or shall cause Mortgage Borrower to instruct its banking and other financial institutions to make available to the Administrative Agent such information and records concerning the Project as the Administrative Agent may reasonably request. Without limiting the generality of the foregoing, Administrative Agent (on behalf of the Lenders) reserves the right to employ a construction consultant (the “Construction Consultant”) and any other consultants necessary, in Administrative Agent’s reasonable judgment, to, review requests for disbursements from the Construction Completion Fund (as defined in the disclosure Mortgage Loan Agreement) and inspect all construction and the periodic progress of the same, the reasonable cost therefor to be borne by Borrower as a loan expense. Borrower shall make or cause Mortgage Borrower to make available to Administrative Agent and the Construction Consultant on reasonable notice during business hours, all documents and other information (including, without limitation, receipts, invoices, lien waivers and other supporting documentation to substantiate the costs to be paid with the proceeds of any trade secrets of third parties request for loan advance) which any contractor or violate any of other Person entitled to payment for construction work is required to deliver to Borrower and shall use its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain any further documents or information reasonably requested by Administrative Agent or the consent Construction Consultant in connection with any Loan or the administration of such third this Agreement. Borrower acknowledges and agrees that the Construction Consultant shall have no responsibilities or duties to Borrower or Mortgage Borrower, and shall be employed solely for the benefit of Administrative Agent and the Lenders. No default of Borrower or Mortgage Borrower will be waived by an inspection by Administrative Agent or the Construction Consultant. In no event will any inspection by Administrative Agent or the Construction Consultant be a representation that there has been or will be compliance with the Plans and Specifications or that the construction work is free from defective materials or workmanship. Any and all provisions of this Agreement in respect of the Construction Consultant shall be enforceable solely by, and at the option of, Administrative Agent, and Borrower shall not be a third-party beneficiary thereof. Any and all reports, advice or other information provided by the Construction Consultant to such inspection Administrative Agent and/or the Lenders or disclosure, (ii) to disclose any privileged information of ICE otherwise produced by or NYBOT, as the case may be, or any of its Subsidiaries, or (iii) in the case possession of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is Construction Consultant shall be confidential and inappropriate Borrower shall have no right to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE obtain or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms of the Confidentiality Agreementreview same.

Access. Subject to applicable Law relating to (a) From the sharing date hereof through and including the Interim Closing Date: (i) IFMI and its Representatives shall, and shall cause each of informationits Affiliates and its respective Representatives to, provide, upon reasonable noticeprior written notice from the PrinceRidge Entities, and except to the extent not yet existing, prepare and furnish as reasonably requested by the PrinceRidge Entities, their respective counsel, financial advisers, prospective lenders, auditors and other authorized Representatives (A) reasonable access to the offices, employees, properties, books and records, including regulatory audits, of the Business and (B) such financial, treasury, operating data and related data and other information as such Persons may otherwise reasonably request; provided, that, in each case, such access rights shall not be required by applicable Lawdeemed to include access to customers, ICE suppliers, vendors, distributors, creditors, employees, business associates and NYBOT each shall others with whom IFMI has commercial dealings that are sensitive to the businesses of IFMI and its Affiliates; and (ii) IFMI shall, and shall cause each of its Table Affiliates to, instruct its respective Representatives to cooperate with the PrinceRidge Entities in their investigation (which access shall include the provision of Contents Subsidiaries to) afford the other’s officerssuch data, employees, counsel, accountants, consultants periodic and other authorized representatives (“Representatives”) reports and other information as the PrinceRidge Entities request to facilitate the PrinceRidge Entities’ ability to conduct transition planning and to remain informed of material aspects of the Business). In furtherance of the foregoing, IFMI shall provide office space at locations requested by the PrinceRidge Entities for Representatives of the PrinceRidge Entities, together with customary administrative support, and shall give Representatives of the PrinceRidge Entities reasonable accessopportunity to participate in regular meetings and conference calls with senior management of IFMI Parent and its Subsidiaries, during normal business hours throughout so as to enable such Representatives to contribute to an efficient consummation of the period Transactions and ensure the most efficient possible transition; provided, that prior to the Effective Time, to Interim Closing the PrinceRidge Entities shall not have control over the management of IFMI by virtue of its properties, books, contracts and records and, during office space at the designated locations or its participation in such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel as may reasonably be requested; provided that no meetings or calls. No investigation pursuant to this Section 6.6 5.2 shall affect or be deemed to modify alter any representation or warranty made given hereunder by ICE or NYBOTIFMI. (b) From the date hereof through the Interim Closing, (i) each of the PrinceRidge Entities and its Representatives shall, and shall cause each of its Affiliates and its respective Representatives to, provide, upon reasonable prior written notice from IFMI, and to the extent not yet existing, prepare and furnish as reasonably requested by IFMI, their respective counsel, financial advisers, prospective lenders, auditors and other authorized Representatives (A) reasonable access to the offices, employees, properties, books and records, including regulatory audits, of its businesses, and (B) such financial, treasury, operating data and related data and other information as such Persons may reasonably request; provided, furtherthat, that the foregoing in each case, such access rights shall not require ICE or NYBOT (i) be deemed to permit include access to customers, suppliers, vendors, distributors, creditors, employees, business associates and others with whom any inspection, or PrinceRidge Entity has commercial dealings that are sensitive to disclose any information, that in the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure businesses of any trade secrets of third parties or violate any of PrinceRidge Entity and its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, Affiliates; and (ii) to disclose any privileged information each of ICE or NYBOTthe PrinceRidge Entities shall, as the case may be, or any and shall cause each of its SubsidiariesAffiliates to, instruct its respective Representatives to cooperate with IFMI in its investigation (which access shall include the provision of such data, periodic and other reports and other information as IFMI request to facilitate IFMI’s ability to conduct transition planning and to remain informed of material aspects of the businesses of the PrinceRidge Entities). In furtherance of the foregoing, each of the PrinceRidge Entities shall provide office space at locations requested by IFMI for Representatives of IFMI, together with customary administrative support, and shall give Representatives of IFMI reasonable opportunity to participate in regular meetings and conference calls with senior management of each of the PrinceRidge Entities, so as to enable such Representatives to contribute to an efficient consummation of the Transactions and ensure the most efficient possible transition; provided, that prior to the Interim Closing IFMI shall not have control over the management of either of the PrinceRidge Entities by virtue of its office space at the designated locations or (iii) its participation in the case of ICE, to permit any inspection, such meetings or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOTcalls. All requests for information made No investigation pursuant to this Section 6.6 5.2 shall be directed alter any representation or warranty given hereunder by the PrinceRidge Entities. (c) All information received pursuant to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information this Section 5.2 shall be governed by the terms of the Confidentiality Agreement.

Access. (a) Subject to applicable Law relating to the sharing of information, upon reasonable notice, law and except as may otherwise be required contemplated by applicable Lawthis Agreement, ICE and NYBOT each from the date of this Agreement until the Effective Time, the Company shall (and shall cause its Table of Contents the Company Subsidiaries to) afford the other’s officers(i) upon reasonable prior notice, employees, counsel, accountants, consultants give Parent and Purchaser and their respective officers and other authorized representatives (“Representatives”) Representatives reasonable access, access during normal business hours throughout the period prior to the Effective Time, to its propertiesCompany Agreements, contracts, books, contracts records, Tax Returns, analysis, projections, plans, systems, personnel, commitments, offices and records andother facilities and properties of the Company and its accountants and accountants’ work papers and (ii) furnish Parent and Purchaser on a timely basis with such financial and operating data and other information with respect to its business, properties, personnel and Company Agreements as Parent and Purchaser may from time to time reasonably request and use its reasonable best efforts to make available at all reasonable times during such periodnormal business hours to officers and other authorized Representatives of Parent and Purchaser the appropriate individuals (including management personnel, each attorneys, accountants and other professionals) for discussion of the Company’s business, properties, prospects and personnel as Parent or Purchaser may reasonably request. In addition, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent (x) a copy of each material report, schedule, statement and other document submitted or filed by it with any Governmental Entity and (y) the other all information concerning its business, properties and personnel as may internal or external reports prepared by it in the ordinary course of business that are reasonably be requested; provided that no required by Parent promptly after such reports are made available to the Company’s personnel. (b) No investigation heretofore conducted or conducted pursuant to this Section 6.6 6.2 shall affect or be deemed to modify any representation or warranty made by ICE the parties hereunder or NYBOT; providedany conditions to the obligations of the parties hereunder or any condition or requirement set forth in Annex I. (c) Notwithstanding anything to the contrary set forth in this Agreement, further, that the foregoing Company shall not require ICE or NYBOT (i) be required to permit any inspectionprovide access, or to disclose any information, that pursuant to Section 6.2(a) where such access or disclosure would, in the Company’s reasonable judgment of ICE or NYBOTjudgment, as the case may be, would (i) result in the disclosure of any trade secrets Trade Secrets of third parties or violate any of its the Company’s obligations with respect to confidentiality if ICE to any third party or NYBOTotherwise breach, as contravene or violate any then effective Company Agreement; provided, that the case may be, Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection access or disclosuredisclosure without requiring the Company to pay any amount or waive any rights to obtain such consent, (ii) to disclose any privileged information jeopardize the attorney-client or other privileges of ICE or NYBOT, as the case may be, or any of its Subsidiaries, Company or (iii) in breach, contravene or violate any applicable law (including the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE HSR Act or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his antitrust or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms of the Confidentiality Agreementcompetition law).

Access. Subject Synthon will permit JDS and its representatives, for as long as Synthon is required to maintain the applicable Law records pursuant to any legal or regulatory requirement in the Territory, to review from time to time during normal business hours, on reasonable notice, for reasonable business purposes and in such manner as does not unreasonably interfere with the conduct of Synthon’s business, all books, records and documents of Synthon or any Affiliate pertaining to (i) the manufacture, formulae, manufacturing and control procedures, stability data and cost of the Product in the Territory, (ii) all regulatory status and claims information relating to the sharing Product in the Territory, and (iii) all clinical data, stability data, bioavailability data and reports pertaining to the Product in the Territory, to the extent any of informationthe foregoing has not previously been furnished to JDS. In addition, upon reasonable noticeJDS’s request, and except as may otherwise be required by applicable LawSynthon agrees to make available to JDS, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) reasonable access, during normal business hours throughout the period prior from time to the Effective Time, to its properties, books, contracts and records and, time during such period, each shall (and shall cause at the facilities of Synthon, personnel of Synthon or its Subsidiaries to) furnish promptly Affiliates who then have positions of responsibility with respect to the other all information concerning its businessmatters above set forth in this Section (and, properties and to the extent then employed by Synthon or any Affiliate, additional personnel as to the extent their familiarity with such matters may reasonably be requested; required). To the extent any of such assistance is best provided that by personnel who are no investigation pursuant longer employed by Synthon, Synthon shall, upon JDS’s request, provide JDS with information Synthon may possess and may lawfully disclose as to this Section 6.6 shall affect the whereabouts of such personnel for purposes of consultation with JDS or be deemed its designated representatives. If Synthon is in possession of information as to modify any representation or warranty made by ICE or NYBOT; provided, further, that the foregoing shall not require ICE or NYBOT (i) to permit any inspection, or whereabouts of such former personnel and is unable to disclose such information to JDS, Synthon will so notify JDS and will transmit any information, that in the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party information including JDS’s contact information to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, or any of its Subsidiaries, or (iii) in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her personnel at JDS’s sole discretion, is confidential cost and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms of the Confidentiality Agreementexpense.

Access. Subject to applicable Law relating to (a) From and after the sharing of informationExecution Date until Closing, upon reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each Sellers shall give Purchaser (and shall cause any of its Table of Contents Subsidiaries to) afford the other’s officers, employees, counselagents, accountants, attorneys, investment bankers, landmen, consultants and or other authorized designated representatives (collectively, “Purchaser’s Representatives”)) reasonable accessaccess to the Company Properties (including the Company Records), during solely for the purpose of Purchaser’s due diligence investigation of the Company Properties, but only to the extent that Company Parties may do so without violating any confidentiality or other obligations to any third Person and only to the extent that Company Parties have the authority to grant such access without breaching any obligation or restriction binding on the Company Parties (or any of their Affiliates). Such access by Purchaser shall be limited to the Company Parties’ normal business hours throughout hours, and Purchaser’s investigation shall be conducted in a manner that minimizes interference with the period operation of the Company Properties and at the sole cost and expense of Purchaser. (b) Purchaser acknowledges that the permission of the operator (if other than the Company Parties) or another third Person may be required before Purchaser will be able to inspect portions of the Company Properties and that such permission must be obtained prior to the Effective Time, inspection of such portions. Sellers shall use commercially reasonable efforts to its properties, books, contracts and records and, during obtain such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel as may reasonably be requested; provided that no investigation permission for Purchaser upon Purchaser’s request. All inspections pursuant to this Section 6.6 6.1 shall affect be conducted at Purchaser’s sole cost, risk and expense (except to the extent caused by the gross negligence or be deemed to modify any representation or warranty made by ICE or NYBOT; provided, further, that the foregoing shall not require ICE or NYBOT (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure willful misconduct of any trade secrets of third parties Sellers or violate the Company Parties or their respective employees, agents and representatives), and any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of conclusions made from any such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, investigation done by Purchaser or any of its SubsidiariesPurchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Purchaser agrees to comply with (and to cause Purchaser’s Representatives to comply with) the rules, regulations and instructions issued by the Company Parties or any operator of the Company Properties regarding the actions of Purchaser (iiiand Purchaser’s Representatives) in the case of ICE, to permit conducting any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made inspection pursuant to this Section 6.6 6.1. (c) All information obtained by Purchaser and its representatives under this Section 6.1 and Section 6.2 below shall be directed subject to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms of that certain Confidentiality Agreement between ▇▇▇▇▇ Energy and Ultimate Parent, dated as of October 23, 2015 (the “Confidentiality Agreement”), and any applicable privacy Laws regarding personal information.

Access. Subject to applicable Law relating to the sharing of informationBuyer shall, upon reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) reasonable access, during normal business hours throughout the period prior to the Effective Time, to its properties, books, contracts and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly , make its financial records, accounting personnel and advisors available to Seller, its accountants and other representatives and the Accounting Firm at reasonable times during normal business hours during the review by Seller and the Accounting Firm of, and the resolution of any Objections with respect to, the Closing Statement or the Shortfall Statement. Without limiting the generality of the foregoing, Parent, Seller and their representatives will be permitted to review Buyer’s work papers and the work papers of Buyer’s independent accountants relating to the preparation of the Closing Statement or the Shortfall Statement, as applicable, as well as all the books, records and other all relevant information concerning relating to the operations and finances of the Group Companies, and Buyer will make available at reasonable times during normal business hours the individuals then in its businessemploy responsible for and knowledgeable about the information used in, properties and personnel the preparation of, the Closing Statement or the Shortfall Statement, as may reasonably be requested; provided that no investigation pursuant applicable, in order to this Section 6.6 shall affect or be deemed respond to modify any representation or warranty made by ICE or NYBOTthe reasonable inquiries of Parent and Seller; provided, furtherhowever, that the foregoing shall independent accountants of Buyer will not require ICE be obligated to make any work papers available to Parent or NYBOT (i) Seller unless and until such Person has signed a customary agreement relating to permit such access to work papers in form and substance reasonably acceptable to such independent accountants. Buyer agrees that, following the Closing through the date that the Closing Statement and the Shortfall Statement become final and binding, it will not take any inspection, or to disclose any information, that in the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations actions with respect to confidentiality if ICE any accounting, books, records, policies or NYBOT, as procedures on which the case may be, shall have used reasonable best efforts to obtain Closing Statement or the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, or any of its Subsidiaries, or (iii) in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, Shortfall Statement is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms of the Confidentiality Agreementbased.

Access. Subject to applicable Law relating to (a) From the sharing of informationdate hereof until the Effective Time, upon reasonable noticenotice and subject to the requirements and prohibitions of applicable Laws, and except as may otherwise be required by applicable Lawthe Company shall provide to Parent, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountantsfinancial advisors, consultants auditors and other authorized representatives (“Representatives”) reasonable access, access during normal business hours throughout the period prior to the Effective Timeoffices, to its properties, books, contracts records and records andpersonnel of the Company and its Subsidiaries, during and furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel as such persons may reasonably request, except that nothing herein shall require a party or any of its Subsidiaries to disclose any information that would reasonably be requested; provided that no expected to cause a violation of any agreement to which such party or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to such party or any of its Subsidiaries. Any investigation pursuant to this Section 6.6 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. No information or knowledge obtained by a party in any investigation pursuant to this Section 5.2(a) shall affect or be deemed to modify any representation or warranty made by ICE the Company in ARTICLE III or NYBOT; providedby Parent in ARTICLE IV. (b) The Company shall provide, furtherand shall cause its Subsidiaries and its and their respective Representatives to provide, that to Parent and its lenders such historical, financial and other business information regarding the foregoing shall not require ICE Company and its Subsidiaries or NYBOT Parent may reasonably request, and to provide reasonable cooperation to Parent in connection with the Financing as may be reasonably requested by Parent, including (i) to permit any inspection, or to disclose any information, that in the using reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain cause to be prepared and provided to Parent such financial information and data and financial statements of the consent of such third party to such inspection or disclosureCompany as may be reasonably required in connection with the Financing, (ii) causing senior executives of the Company, in each case to disclose any privileged information the extent reasonably required, to (A) participate in meetings, presentations, road shows, due diligence sessions with prospective lenders and sessions with rating agencies, (B) assist with the preparation of ICE or NYBOTmaterials for rating agency presentations, as offering documents, business projections and similar marketing documents in connection with the case may beFinancing, or any of its Subsidiariesand (C) assist in negotiating the documentation for the Financing, or including reviewing and commenting on documentation and participating in drafting and negotiating sessions with the lenders, (iii) using reasonable efforts to obtain officers’ certificates, legal opinions, accountants’ comfort letters and consents to the use of audit reports in connection with the Financing, and (iv) executing and delivering, at or immediately prior to the Effective Time, definitive financing documents in connection with the Financing, provided in each case that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries. Notwithstanding anything in this section to the contrary, none of the Company or any Subsidiary thereof shall be required to pay any commitment or other similar fee or incur any unreimbursed liability in connection with the Financing prior to the Effective Time. For purposes of this Section 5.2(b), “Financing” means the financing that is referred to in the case Commitment Letter, dated on or about the date hereof, by and between Parent, Credit Suisse Securities (USA) LLC and Credit Suisse or, alternatively, any replacement financing. For the avoidance of ICEdoubt, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, Company’s obligations in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 5.2(b) are limited to reasonable cooperation, and obtaining the Financing shall not in any event be directed deemed to an executive officer of ICE or NYBOT, as be the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms responsibility of the Confidentiality AgreementCompany.

Access. Subject to applicable Law relating to the sharing of informationEach Borrower shall, upon reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause each of its Table of Contents Subsidiaries to: (i) afford the other’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) provide reasonable access, access during normal business hours throughout the period prior to the Effective TimeLenders and any of their officers, employees and agents, as frequently as the Lenders reasonably determine to be appropriate, upon reasonable advance notice (unless a Default shall have occurred and be continuing, in which event no notice shall be required and the Lenders shall have access at any and all times), to the properties and facilities of the Borrowers or any of their Subsidiaries; (ii) permit the Lenders and any of their officers, employees and agents to inspect, audit and make extracts from all of such Borrower's records, files and books of account; and (iii) permit the Lenders to review selected purchase orders and invoices for the Collateral to verify payment and otherwise to conduct audits to inspect, review and evaluate the Collateral, and each Borrower agrees to render to the Lenders, at such Borrower's reasonable cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto, and to procure that, as needed, its propertiesvendors provide such information concerning Collateral purchases as the Administrative Agent may reasonably request. Each Borrower shall, books, contracts and records and, during such period, each shall (and shall cause each of its Subsidiaries to) furnish promptly , make available to each of the Lenders and their respective counsel, as quickly as practicable under the circumstances, originals or copies of all books, records, board minutes, contracts, insurance policies, environmental audits, business plans, files, financial statements (actual and pro forma), filings with federal, state and local regulatory agencies, and other instruments and documents which the Lenders may reasonably request. Each Borrower shall deliver any document or instrument reasonably necessary for the Lenders, as they may from time to time request, to obtain records from any service bureau or other Person which maintains records for such Borrower, and shall maintain duplicate records or supporting documentation on media, including without limitation computer tapes and discs, owned by such Borrower. Each Borrower shall instruct its certified public accountants and its banking and other financial institutions to make available to the other all Lenders such information and records concerning its business, properties the Project and personnel the Collateral as the Lenders may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOT; provided, further, that the foregoing shall not require ICE or NYBOT (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, or any of its Subsidiaries, or (iii) in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms of the Confidentiality Agreementrequest.

Access. Subject (a) Seller will authorize and permit Center, its representatives, accountants and counsel, to applicable Law relating have reasonable access during normal business hours, in such manner as will not unreasonably interfere with the conduct of the businesses of Seller, to the sharing of informationall properties, upon reasonable noticebooks, records, branch operating reports, branch audit reports, operating instructions and procedures, tax returns, tax settlement letters, contracts and documents, and except all other information with respect to its business affairs, financial condition, assets and liabilities as Center may otherwise be required by applicable Lawreasonably request. Seller shall permit Center, ICE its representatives, accountants and NYBOT each shall counsel to make copies of such books, records and other documents and to discuss the business affairs, condition (financial and shall cause otherwise), assets and liabilities of Seller with such third Persons, including, without limitation, its Table of Contents Subsidiaries to) afford the other’s directors, officers, employees, counsel, accountants, consultants counsel and creditors, Center reasonably considers as necessary for the purposes of familiarizing itself with the businesses and operations of Seller, obtaining any necessary orders, Consents or approvals of the transactions contemplated by this Agreement by any Governmental Entity. Seller will cause its auditors to make available to Center, its accountants, counsel and other authorized representatives agents, such personnel, work papers and other documentation of such firm relating to its work papers and its audits of the books and records of Seller as may be requested by Center in connection with its review of the foregoing matters. Notwithstanding any of the foregoing, Seller shall not be required to provide access to or to disclose information relating to the transactions contemplated by this Agreement or the obligations of Seller under this Agreement or where such access or disclosure would jeopardize the attorney-client or other privilege with respect to such information or contravene any Rule. (“Representatives”b) reasonable accessA representative of Center shall be invited by Seller to attend all regular and special board of directors and committee meetings of Seller from the date all applications for Consents from the FRB, during normal business hours throughout FDIC and DBF required in connection with the period prior to Merger have been filed with such Governmental Entities and the S-4 has been filed with the SEC and until the Effective Time, to its properties, books, contracts and records and, during . Seller shall inform Center of all such period, board meetings at least four (4) Business Days in advance of each shall (and shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel as may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOTsuch meeting; provided, furtherhowever, that the foregoing attendance of such representative of Center shall not require ICE or NYBOT (i) to permit be permitted at any inspectionmeeting, or to disclose any informationportion thereof, that in for the reasonable judgment sole purpose of ICE discussing the transaction contemplated by this Agreement or NYBOT, as the case may be, obligations of Seller under this Agreement or where such attendance would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, or any of its Subsidiaries, or (iii) in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms of the Confidentiality Agreementjeopardize Seller’s attorney-client privilege.

Access. Subject to applicable Law relating to the sharing of information, upon (a) Upon reasonable notice, Parent shall cause Company and its Subsidiaries to permit access to and entry upon the Properties by Seller (including all employees, agents and independent contractors of Seller) and to access any environmental records or documents as necessary: (i) to conduct Baseline Corrective Action; and (ii) to the extent relevant to Baseline Corrective Action, to observe and monitor any audit or inspection conducted by any Agency (in which case Parent shall use commercially reasonable efforts to provide at least 24 hours advance notice to Seller except in the case of unannounced Agency audits or inspections). Parent shall also fully cooperate with Seller’s fulfillment of its duties and obligations hereunder by providing Seller with such records and documents that are in Parent’s possession as Seller may otherwise be reasonably need to conduct Corrective Action at any of the Divested Properties. (b) Seller shall provide Parent with at least ten (10) Business Days notice prior to commencement of any drilling, construction, or equipment installation, and any other activity that may disrupt business operations at any of the Properties. If Parent desires to reschedule the commencement thereof, it shall so notify Seller at least five (5) Business Days prior to the time for which access has been requested, and Seller shall reschedule the activity to a reasonable mutually convenient time in order to minimize the disruption to Parent’s operations. (c) Seller shall obtain and maintain, and cause its employees, agents and independent contractors to obtain and maintain, all necessary permits, utility markings, notifications, licenses or certifications for itself and its contractors and other agents required by applicable Lawin the course of its access to the Properties to conduct Baseline Corrective Action. (d) During their access to the Properties to conduct Baseline Corrective Action, ICE and NYBOT each shall (Seller shall, and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants agents and other authorized representatives (“Representatives”) reasonable access, during normal business hours throughout the period prior independent contractors to the Effective Time, to its properties, books, contracts and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel as may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOT; provided, further, that the foregoing shall not require ICE or NYBOT (i) to permit any inspection, or to disclose any information, that act in the a safe and commercially reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosuremanner, (ii) take steps reasonably necessary to disclose prevent injury to persons or damage to property, and (iii) comply with the reasonable requirements of Parent, Company and Company’s Subsidiaries in connection with such access, including as to security, confidentiality, insurance, health and safety compliance and damage repair and restoration. (e) Within a reasonable period of time after completion of Baseline Corrective Action, Seller shall restore the Properties as necessary to address any privileged information conditions substantially caused by Seller’s conduct of ICE Baseline Corrective Action. (f) In the event that Parent or NYBOT, as the case may beits employees or agents, or any lessees or occupants of its Subsidiariesany Property, cause damage after Closing to any monitoring well and/or associated piping, testing or (iii) in the case of ICE, to permit any inspection, remediation equipment or to disclose any information relating other property or equipment being used after Closing by Seller in connection with Baseline Corrective Action (“Remediation Equipment”), Parent shall reimburse Seller for any out-of-pocket costs, expenses or losses in excess of (US) one thousand dollars (US $1,000), but no claim for special, exemplary, consequential or indirect damages or for lost profit shall be asserted by Seller in connection therewith against Parent. Notwithstanding the foregoing, Seller shall have the right to pursue such damage claims against any independent contractor of Parent who after Closing causes damage to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOTRemediation Equipment. All requests for information made pursuant to this Section 6.6 Remediation Equipment owned by Seller shall be directed to an executive officer remain the property of ICE or NYBOT, as the case may be, or such Person as Seller and may be designated by either removed upon completion of their executive officersBaseline Corrective Action at any Property. (g) Except as provided herein, as Parent shall not interfere with the case may berights of Seller or its employees, with a copy agents or independent contractors to access or enter the General Counsel of such party. All such information shall be governed by the terms of the Confidentiality AgreementProperties to conduct Baseline Corrective Action.

Access. Subject During the Interim Period, the Company will use commercially reasonable efforts to applicable Law relating to the sharing of informationafford Parent and its Representatives reasonable access during normal business hours, upon reasonable advance notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) reasonable access, during normal business hours throughout the period prior to the Effective Time, to its properties, books, contracts books and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly personnel of the Company Group to the other all information concerning its businessextent reasonably requested by Parent in furtherance of the consummation of the Merger, properties and personnel as may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOT; provided, further, except that the foregoing shall not require ICE Company may restrict or NYBOT otherwise prohibit access to any documents or information to the extent that (ia) any applicable law or regulation requires the Company Group to permit 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 inspectionattorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (c) access to a Contract existing as of the date hereof to which the Company Group is a party or otherwise bound would violate or cause a default pursuant to, or give a third Person the right to disclose any informationterminate or accelerate the rights pursuant to, that in the reasonable judgment of ICE such Contract; or NYBOT, as the case may be, (d) access would result in the disclosure of any trade secrets of third parties Persons; 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, and shall cause the Company Subsidiaries to, provide such access or violate any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent disclosure of such third party to such inspection information in the cases of the foregoing subsections (a) or disclosure, (iie) to disclose any privileged information of ICE or NYBOT, as the case may be, maximum extent possible. Nothing in this Section 7.5 will be construed to require the Company Group or any of its SubsidiariesRepresentatives to prepare any reports, analyses, appraisals, opinions or (iii) other information. Any investigation conducted pursuant to the access contemplated by this Section 7.5 will be conducted in a manner that does not unreasonably interfere with the case conduct of ICE, to permit any inspection, the business or to disclose any information relating operations of the Company Group or create a risk of damage or destruction to any regulatory enforcement, investigations property or inquiries conducted by ICE or any other regulatory activities that assets of the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOTCompany Group. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy Any access to the General Counsel properties of such partythe Company Group will be subject to the Company’s reasonable security measures, health and safety measures, and insurance requirements and will not include the right to perform invasive testing, including any air, soils or groundwater sampling, including any Phase II environmental assessments. All such information shall be governed Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above by the electronic means if physical access is not permitted under applicable law or not practicable as a result of any COVID-19 Measure or Force Majeure Event (including COVID-19). The terms and conditions of the Confidentiality AgreementAgreement 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 7.5.

Access. (a) Subject to compliance with applicable Law relating Laws, the Company shall afford to the sharing of information, upon reasonable notice, Parent and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause to its Table of Contents Subsidiaries to) afford the other’s officers, employees, accountants, consultants, legal counsel, accountants, consultants financial advisors and agents and other authorized representatives acting on Parent’s behalf in connection with the transactions contemplated hereby (collectively, “Parent Representatives”) reasonable access, access during normal business hours hours, throughout the period prior to the earlier of the Effective TimeTime and the Termination Date, to the Company’s and its Subsidiaries’ properties, bookscontracts, contracts commitments, books and records andrecords, during Tax Returns and workpapers, other than any such period, each shall (and shall cause its Subsidiaries to) furnish promptly matters that relate to the other all information concerning its business, properties negotiation and personnel as may reasonably be requested; provided that no investigation pursuant to execution of this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOT; provided, further, that the foregoing shall not require ICE or NYBOT (i) to permit any inspectionAgreement, or to disclose transactions potentially competing with or alternative to the transactions contemplated by this Agreement or proposals from other parties relating to any information, competing or alternative transactions. The Company and its Subsidiaries shall keep Parent reasonably apprised of the status of any material Tax matters that do not arise in the reasonable judgment of ICE Company’s or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect Subsidiary’s ordinary course of business. The foregoing notwithstanding, the Company shall not be required to confidentiality afford such access if ICE or NYBOT, as it would unreasonably disrupt the case may be, shall have used reasonable best efforts to obtain operations of the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, Company or any of its Subsidiaries, would cause a violation of any agreement to which the Company or (iii) any of its Subsidiaries is a party, would in the case reasonable judgment of ICE, the Company (after consultation with legal counsel) likely result in a loss of privilege or trade secret protection to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE the Company or any other regulatory activities of its Subsidiaries or would constitute a violation of any applicable Law, and in any such event, the parties hereto will use their reasonable best efforts to make appropriate substitute access arrangements in a manner that does not result in such loss or violation. (b) Parent hereby agrees that all information provided to it or any Parent Representatives in connection with this Agreement and the Chief Regulatory Officer consummation of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 the transactions contemplated hereby shall be directed deemed to an executive officer of ICE or NYBOTbe Confidential Information (as defined in the Confidentiality Agreements and subject to the exclusions contained in the Confidentiality Agreements), as the case may besuch term is used in, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information and shall be governed by treated in accordance with, (i) the terms confidentiality agreement, dated as of September 11, 2012, between the Company and ▇▇▇▇ Capital Partners, LLC and (ii) the confidentiality agreement, dated as of February 19, 2013, between the Company and Golden Gate Private Equity, Inc. (collectively, the “Confidentiality AgreementAgreements”).

Access. Subject to applicable Law relating to Until the sharing of informationClosing Date, upon reasonable noticeif requested by the Purchaser, the Company and its Subsidiaries will, and except as may otherwise be required by applicable Law, ICE the Sellers will cause the Company and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford , permit the other’s officersPurchaser, employees, counsel, accountants, consultants its financing sources and other authorized representatives (“Representatives”) reasonable accesstheir respective representatives, during normal business hours throughout hours, access to (a) the period prior to the Effective Timeassets, to its properties, booksrecords, books of account, contracts and records and, during such period, each shall (other documents of the Company and shall cause its Subsidiaries toand (b) furnish promptly to the any employees, advisors, consultants, other all information concerning its businesspersonnel, properties and personnel as may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall affect customers, service providers, vendors or be deemed to modify any representation or warranty made by ICE or NYBOT; provided, further, that the foregoing shall not require ICE or NYBOT (i) to permit any inspectionsuppliers of, or to disclose any informationothers having material business relations with, that in the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, Company or any of its Subsidiaries. Until the Closing Date, the Company and its Subsidiaries will, and the Sellers will cause the Company and its Subsidiaries to, furnish promptly to the Purchaser such additional data and other information as to its affairs, assets, business, properties or prospects as the Purchaser, its financing sources or their representatives may from time to time reasonably request. Efforts; Cooperation. The Company and the Sellers will use all reasonable efforts to cause the conditions specified in Section 7.1 to be satisfied as soon as practicable. The Purchaser intends to arrange for banks and/or other institutional lenders to make loans to the Purchaser and/or the Company at the Closing. Proceeds from the loans will be used to consummate the Transactions. The Company and the Sellers will cooperate with any reasonable request by the Purchaser or its financing sources in connection with the Purchaser’s financing of the Transaction. For example, if requested by the Purchaser, the Company and the Sellers will assist the Purchaser in obtaining any mortgage, leasehold mortgage, title commitment, landlord waiver, control agreement, collateral assignment or other document, instrument or agreement reasonably requested by the Purchaser’s financing sources. To the extent required in connection with the Transactions contemplated by this Agreement, within five (5) business days following the date of execution of this Agreement each of the Company and the Purchaser shall promptly make or cause to be made any and all required filings under the HSR Act, and will request early termination of the waiting period required under the HSR Act. The parties agree to cooperate and promptly respond to any inquiries or investigations initiated by the Federal Trade Commission or the Department of Justice in connection with any such filings. The Purchaser and the Company shall each pay one- half of the filing fee required by the HSR Act. [The Company will use all reasonable efforts to obtain the Required Consents. The Company will, within ten (10) days of the date of this Agreement, make all required filings and notifications with the appropriate governmental authorities in order to obtain the approval of such governmental authorities to consummate the Transactions. The Purchaser will provide the Company with any information reasonably requested by the Company in order for the Company to complete such filings and notifications. The parties agree to cooperate and promptly respond to any inquiries or investigations initiated by any governmental authority in connection with such filings and notifications.] [Should any Person require as a condition to it consenting to the Transactions or otherwise providing a Required Consent, (i) the amendment, modification or replacement of any material term of any authorization, certification, franchise, license, permit or contract, or (iiiii) in the case of ICE, to permit any inspection, or to disclose any information relating new material terms to any regulatory enforcementauthorization, investigations certification, franchise, license, permit or inquiries conducted by ICE contract, the Company shall not agree to the same without the prior written approval of the Purchaser. Except as set forth in Section 5.3(c), any fee or other cost required to be incurred to obtain any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 Required Consent shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed borne by the terms of Company or, if required to paid after the Confidentiality AgreementClosing, the Sellers.]

Access. Subject to applicable Law relating to the sharing of information, upon (a) Upon reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each the Company shall (and shall cause its Table of Contents Subsidiaries to) afford the otherParent’s officers, employees, counsel, accountants, consultants officers and other authorized representatives (“Representatives”) reasonable access, during normal business hours throughout the period prior to the Effective Time, to its properties, books, contracts the Company’s books and records and, during such period, each the Company shall (and shall cause its Subsidiaries to) furnish promptly to the other Parent all readily available information concerning its business, properties and personnel business as Parent may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by ICE or NYBOTrequest; provided, furtherhowever, that the foregoing Company shall not require ICE or NYBOT (i) be required to permit any inspectioninspection or other access, or to disclose any information, that in the reasonable judgment of ICE or NYBOT, as the case may be, Company would be expected to (a) result in the disclosure of any trade secrets of third parties or parties, (b) violate any obligation of its obligations the Company with respect to confidentiality if ICE (c) violate or NYBOTresult in loss or impairment of the protections afforded the Company under the attorney-client privilege or the attorney work product doctrine or (d) violate any Legal Requirement; and provided further, as that Parent and the case may be, shall have used Company each agree to use commercially reasonable best efforts to obtain request consents to disclosure from third parties or establish a process that, through use of steps such as targeted redactions, provision of information to counsel to review and summarize for Parent or use of a 'clean room' environment for analysis and review of information by joint integration teams in coordination with counsel and the consent Company, will provide Parent with timely access to the fullest extent possible to the substance of such third party the information described in this Section 5.6(a) in a manner that does not violate the foregoing provisions. (b) No information or knowledge obtained by Parent in any investigation conducted pursuant to such inspection this Section 5.6 (i) shall affect or disclosurebe deemed to modify any representation or warranty of the Company set forth herein or the conditions to the obligations of Parent and Acquisition Sub to consummate the transactions contemplated hereby, including the Offer and the Merger, (ii) shall limit or otherwise affect Parent’s right to disclose any privileged information of ICE or NYBOTrely on the Company’s representations and warranties in this Agreement, as the case may be, or any of its Subsidiaries, or (iii) in 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 case of ICE, remedies available to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential Parent and inappropriate to disclose to NYBOTAcquisition Sub under this Agreement and applicable Legal Requirements. All requests for information made obtained by Parent and its representatives pursuant to this Section 6.6 5.6 shall be directed to an executive officer of ICE or NYBOT, treated as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such party. All such information shall be governed by the terms “Confidential Information” for purposes of the Confidentiality Agreement.

Access. Subject to applicable Law relating to the sharing of information, upon reasonable notice, (a) The Company shall afford Parent and except as may otherwise be required by applicable Law, ICE and NYBOT each shall (and shall cause its Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants consultants, legal counsel, financial advisors, financing sources and agents and other authorized representatives (“Representatives”) reasonable access, access upon reasonable advance notice during normal business hours throughout the period prior to until the Effective Time, to its propertiesand its Subsidiaries’ personnel, bookscontracts, contracts commitments, books and records records, properties (excluding the Company’s or any third party’s material Trade Secrets) and any report, schedule or other document filed or received by it pursuant to the requirements of applicable Laws and, during such period, each shall (the Company shall, and shall cause its Subsidiaries to) furnish promptly , without limitation to the preceding obligations, make available to the other party (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws (other than reports or documents that such party is not permitted to disclose under applicable Law), (ii) a copy of all correspondence between such party or any of its Subsidiaries and any party to a Contract with regard to any 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 or the other transactions contemplated by this Agreement and (iii) all other information concerning its business, properties and personnel as Parent may reasonably be requested; provided that no investigation request. All access pursuant to this Section 6.6 5.2(a) shall be conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries. (b) To the extent reasonably necessary for the Company to confirm the accuracy of the representations of Parent and Merger Sub set forth in Article IV and the satisfaction of the conditions precedent set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c), each of Parent and Merger Sub shall provide the Company with reasonably accessible information upon reasonable advance notice by the Company, throughout the period until the Effective Time. All access pursuant to this Section 5.2(b) shall be conducted in such a manner as not to interfere unreasonably with the normal operations of Parent or any of its Subsidiaries. (c) Notwithstanding anything to the contrary contained in this Section 5.2, no party to this Agreement 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 such party’s and its outside legal counsel reasonable judgment, (i) jeopardize the attorney-client privilege of such party or any of its Subsidiaries or (ii) conflict with any (A) Law applicable to such party or any of its Subsidiaries or the assets, or operation of the business, of such party or any of its Subsidiaries or (B) Contract to which such party or any of its Subsidiaries is party or by which any of the their assets or properties are bound; provided, however, that in such instances such party 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 in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and (ii). (d) No investigation by Parent or its representatives following the date hereof shall affect or be deemed to modify any representation or warranty made waive the representations and warranties of the Company set forth in this Agreement, and no investigation by ICE the Company or NYBOT; provided, further, its representatives following the date hereof shall affect or be deemed to modify or waive the representations and warranties of Parent or Merger Sub set forth in this Agreement. (e) The parties hereto hereby agree that the foregoing shall not require ICE all information provided to them or NYBOT (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, or any of its Subsidiaries, or (iii) in the case of ICE, to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of ICE determines, in his or her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the case may be, or such Person as may be designated by either of their executive respective officers, as directors, managers, employees or representatives in connection with this Agreement and the case may be, with a copy to consummation of the General Counsel of such party. All such information transactions contemplated hereby shall be governed by in accordance with the terms confidentiality agreement, dated as of August 18, 2014, between the Company and Parent (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms.