Common use of Access to Information; Confidentiality Clause in Contracts

Access to Information; Confidentiality. From the date hereof until earlier of the Closing or termination of this Agreement, the Company shall: (a) afford Purchaser and its Representatives reasonable access to and the right to inspect the facilities, assets, premises, books and records, contracts, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1.

Access to Information; Confidentiality. From The Company shall (and shall cause each of its Subsidiaries to) afford reasonable access to Parent’s Representatives, during normal business hours and upon reasonable notice, throughout the period from the date hereof of this Agreement to the Effective Time (or until the earlier of the Closing or termination of this AgreementAgreement in accordance with Section 7.1), to the Company shall: (a) afford Purchaser and its Representatives reasonable access to and the right to inspect the facilitiespersonnel, assetsadvisors, premisesproperties, books and records (including financial, billing and all other records) of the Company and its Subsidiaries and, contractsduring such period, shall (and shall cause each of its Subsidiaries to) furnish reasonably promptly to such Representatives all information concerning the business, properties and personnel of the Company and its Subsidiaries, and agreements of the Companyto provide copies thereof, as may reasonably be requested; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to provided that nothing herein shall require the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required Subsidiaries to disclose any information to Purchaser Parent or Merger Sub if such disclosure would, in the Shareholders Representative’s sole discretion: reasonable judgment of the Company, (ia) result in violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a waiver of party or (b) jeopardize any attorney-client or other legal privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secretsprovided, provided further, that in each such case, the Shareholders and the Company shall cooperate with Purchaser Parent to enable Purchaser Parent and Parent’s Representatives to enter into appropriate confidentiality confidentiality, joint defense or similar documents or arrangements so that Purchaser Parent and Parent’s Representatives may have reasonable access to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned No investigation or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided permitted pursuant to this Section 6.15.5 shall affect or be deemed to modify any representation, warranty, covenant or agreement made by the Company hereunder. All information furnished by the Company, its Subsidiaries and the Company’s officers, employees and other Representatives pursuant to this Section 5.5 shall be kept confidential in accordance with the Confidentiality Agreement. Notwithstanding anything herein to the contrary, the parties hereby agree and acknowledge that the restrictions in the Confidentiality Agreement shall not apply upon the execution and delivery of this Agreement to the extent required to permit any action contemplated hereby and in accordance herewith and solely until any valid termination of this Agreement in accordance with its terms.

Access to Information; Confidentiality. (a) From the date hereof until the earlier of the Closing or Effective Time and the termination of this AgreementAgreement pursuant to Article VIII, upon reasonable prior written notice from Parent, the Company shall: , and shall cause its Subsidiaries to, (ai) afford Purchaser Parent, the Debt Financing Sources and its their respective Representatives reasonable access access, consistent with applicable Law, during business hours to the operations of the Company, its principal personnel and the right Representatives and properties, offices, and other facilities and to inspect the facilities, assets, premises, all books and records, contractsand shall furnish Parent, the Debt Financing Sources and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its their respective Representatives with such all financial, operating and other data and information as Parent and the Debt Financing Sources and their respective Representatives, may from time to time reasonably request in writing in connection with the transactions contemplated by this Agreement and (ii) afford the Subsequent Transaction Buyer and its respective Representatives reasonable access to the Clinic Joint Ventures related to the Company as Purchaser or any of its Subsequent Transaction and the books, records, principal personnel and Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that any thereof. Any such investigation access shall be conducted during normal business hours upon reasonable advance notice on a basis consistent with the access provided prior to the Shareholders Representativeexecution of this Agreement, under including with regard to the supervision treatment of items identified as “competitively sensitive information”. Notwithstanding the Company’s personnel and foregoing, any such access shall be conducted in such a manner as not to interfere unreasonably with the normal business or operations of the Company. All requests Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company’s officers, its Representativesemployees and other authorized Representatives of their normal duties and, for the Shareholders Representativeavoidance of doubt, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of shall not include any attorney-client environmental sampling or other privilege; invasive environmental testing and (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and shall not require the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable make available access to the Clinic Joint Ventures or the principal personnel and representatives thereof except as consented to in writing by the Company (such information. Prior consent not to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed). Neither the Company nor any of its Subsidiaries shall be required to provide access or to disclose information where such access or disclosure would violate or prejudice its rights or the rights of any of its officers, Purchaser shall not contact directors or employees, jeopardize any suppliers toattorney-client privilege of the Company or any of its Subsidiaries, or customers ofcontravene any applicable Law, rule, regulation, order, judgment, decree or binding agreement provided, however that the Company and Purchaser shall have no right use its commercially reasonable efforts to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege. All requests for information provided made pursuant to this Section 6.16.5(a) shall be directed to the General Counsel of the Company or such other Person as is designated in writing by the Company. No access, review or notice pursuant to this Section 6.5 shall have any effect for the purpose of determining the accuracy of any representation or warranty given by any of the Parties to any of the other Parties.

Access to Information; Confidentiality. (a) From the date hereof until earlier of the Closing or termination of this AgreementAgreement until the Effective Time and subject to Applicable Law, the Company shall: , and shall cause its Subsidiaries to, upon reasonable notice, (ai) afford Purchaser give to Parent, its counsel, financial advisors, auditors and its Representatives other authorized representatives reasonable access during normal business hours to and the right to inspect the facilitiesits offices, assets, premisesproperties, books and records, contracts, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (cii) furnish Purchaser and to Parent, its Representatives with such financialcounsel, operating financial advisors, auditors and other authorized representatives such financial and operating data and other information related to the Company as Purchaser or any of its Representatives such Persons may reasonably request; request and (diii) instruct the Representatives of the Company its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with Purchaser Parent in its investigation. Any investigation of the Company; provided, however, that any such investigation pursuant to this Section 6.02 shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel in accordance with Applicable Law and in such a manner as not to interfere unreasonably with the normal operations conduct of the Company. All requests by Purchaser for access business of the Company and its Subsidiaries or impose any material costs on the Company and its Subsidiaries and no investigation pursuant to this Section 6.1 6.02 shall be submitted include invasive environmental sampling. Parent hereby acknowledges and agrees that it is not authorized to and shall not (and shall not permit any of its Representatives to contact any employee of the Company or directed exclusively its Subsidiaries for purposes of discussing the transactions contemplated by this Agreement prior to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, Closing without the prior written consent of the Shareholders Representative, Company (which such consent shall not be unreasonably withheld, conditioned or delayed)). Parent hereby acknowledges and agrees that any contact with suppliers, Purchaser shall not contact any suppliers todistributors, customers or customers of, other business relations of the Company and Purchaser its Subsidiaries for purposes of discussing the transactions contemplated by this Agreement prior to the Closing shall have no right be conducted in accordance with Applicable Law and in such manner as not to perform invasive or subsurface investigations interfere unreasonably with the conduct of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms business of the Confidentiality Agreement with respect to any access Company and its Subsidiaries or disparage the Company and its Subsidiaries. All requests for information provided made pursuant to this Section 6.16.02 shall be directed to an executive officer of the Company.

Access to Information; Confidentiality. From (a) Upon reasonable notice, the date hereof until earlier Company shall (and shall cause each of its Consolidated Subsidiaries to) afford reasonable access to Parent’s and Parent External Adviser’s Representatives, in a manner not disruptive to the operations of the Closing business of the Company and its Subsidiaries (including any member of the Subsidiary Adviser Group), during normal business hours and upon reasonable notice throughout the period prior to the Company Merger Effective Time (or until the earlier termination of this Agreement), to the Company shall: (a) afford Purchaser and its Representatives reasonable access to and the right to inspect the facilitiespersonnel, assetsadvisors, premisesproperties, books and records, contracts, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives records of the Company and its Consolidated Subsidiaries and, during such period, shall (and shall cause each of its Consolidated Subsidiaries to) furnish promptly to cooperate with Purchaser in its investigation such Representatives all information concerning the business, properties and personnel of the CompanyCompany and its Consolidated Subsidiaries, and to provide copies thereof, as may reasonably be requested; provided, however, that nothing herein shall require the Company or any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required Consolidated Subsidiaries to disclose any information to Purchaser Parent, Parent External Adviser or Acquisition Sub if such disclosure would, in the Shareholders Representative’s sole discretion: reasonable judgment of the Company, (i) result in violate Applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries (including any member of the Subsidiary Adviser Group) is a waiver of party or (ii) jeopardize any attorney-client or other legal privilege; (ii) contravene provided, further, that nothing herein shall authorize Parent, Parent External Adviser or their respective Representatives to undertake any applicable Law; or (iii) cause disclosure environmental testing involving sampling of any trade secretssoil, provided that in each such casegroundwater, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent invasive techniques at any of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned Company’s (or delayed, Purchaser shall not contact its Subsidiaries’ (including any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations member of the facilitiesSubsidiary Adviser Group’s)) properties. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any No investigation or access or information provided permitted pursuant to this Section 6.15.5(a) shall affect or be deemed to modify any representation or warranty made by the Company hereunder. The Company Confidentiality Agreement shall apply with respect to information furnished by the Company, its Consolidated Subsidiaries and the Company’s officers, employees and other Representatives hereunder.

Access to Information; Confidentiality. From (a) During the period from the date hereof until of this Agreement through the earlier of the Closing or Effective Time and the termination of this AgreementAgreement pursuant to Section 8.01, upon reasonable notice, the Company shall: shall and shall cause each of its Subsidiaries to (ai) afford Purchaser Parent and its authorized directors, officers, employees, potential Financing Sources and Representatives reasonable access to and the right to inspect the facilitiesbusiness, properties, assets, premisesemployees, officers, Contracts, books and records, contracts, and agreements records of the Company; (b) make the officers and Employees of the Business available to Purchaser Company and its Subsidiaries; and (ii) furnish to Parent and its authorized directors, officers, employees, potential Financing Sources and Representatives such additional financial and operating data and other information regarding the Company and its Subsidiaries (or copies thereof) as they Parent may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that any such investigation access or furnishing of information shall be conducted at Parent’s expense, during normal business hours upon reasonable advance notice to the Shareholders Representativehours, under the supervision of a director, officer, employee or Representative of the Company’s personnel Company and in such a manner as not to interfere with the normal operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to timeCompany and its Subsidiaries. Notwithstanding anything to the contrary in this Agreement, none of the Company, Company and its Representatives, the Shareholders Representative, or the Shareholders Subsidiaries shall not be required to provide, or cause to be provided, any such access or disclose any such information to Purchaser Parent or its authorized directors, officers, employees, potential Financing Sources or Representatives if such disclosure would, in the Shareholders RepresentativeCompany’s sole reasonable discretion: , (ix) result in a waiver of jeopardize any attorney-client or other legal privilege; or (iiy) contravene any applicable Law; , Order, fiduciary duty or (iiibinding agreement entered into prior to the date of this Agreement. The Company may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to Parent under this Section 6.03(a) cause disclosure of any trade secrets, provided that in each such case, the Shareholders as “Antitrust Counsel Only Material”. Such materials and the Company information contained therein shall cooperate with Purchaser be given only to enable Purchaser to enter into appropriate confidentiality Parent’s outside antitrust counsel or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent a designated in house counsel of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, Parent approved by the Company and Purchaser shall have no right will not be disclosed by such outside counsel or in-house counsel to perform invasive directors, officers, other employees, potential Financing Sources or subsurface investigations Representatives of Parent unless express permission is obtained in advance from the facilities. Purchaser shall, and shall cause Company or its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1outside legal counsel.

Access to Information; Confidentiality. From the date hereof until earlier of the Closing or termination of this AgreementExcept if prohibited by any applicable Law (including any COVID-19 Response), the Company shall: , if reasonably requested by Parent, (a) afford Purchaser give Parent, its counsel, financial advisors, auditors and its other authorized Representatives reasonable access during reasonable business hours to and the right to inspect the facilitiesoffices, assets, premisesproperties, books and recordsrecords and other information concerning the business, contracts, properties and agreements personnel of the Company; Company and the Subsidiaries of the Company as such Persons may reasonably request and (b) make cause the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financialemployees, operating counsel, financial advisors, auditors and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the authorized Representatives of the Company and the Subsidiaries of the Company to reasonably cooperate with Purchaser Parent in its investigation of the Company and the Subsidiaries of the Company, in each case, in connection with the consummation of the transactions contemplated by this Agreement; provided, however, that the Company shall not be obligated to provide such access or information if the Company determines in its reasonable judgment that doing so would (i) violate applicable Contract, Law (including any COVID-19 Response) or an applicable Judgment, (ii) the Company determines, in light of COVID-19 or any COVID-19 Response, that such physical access or physical examination would reasonably be expected to jeopardize the health and safety of any employee or Representative of the Company or its Subsidiaries or (iii) waive the protection of attorney-client privilege, attorney work product protection or other legal privilege, and in any such investigation event, the Company shall be conducted during normal business hours upon use its commercially reasonable advance notice efforts to communicate, to the Shareholders Representativeextent feasible, under the supervision of the Company’s personnel applicable information in a way that would not violate such applicable Contract, Law, applicable Judgment or waive such privilege or protection, including by entering into a joint defense agreement, common interest agreement or other similar arrangement. Parent and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the normal business or operations of the Company or any Subsidiary of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreementcontained herein, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser Parent shall have no right to perform invasive or subsurface investigations or sampling of any environmental media or building materials at the properties or facilities of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms Company or any of the Confidentiality Agreement with respect to any access or Company’s Subsidiaries. No information provided obtained pursuant to this Section 6.16.02 shall cure any breach of, or non-compliance with, any other provision of this Agreement or limit the remedies available to any party. All information exchanged pursuant to this Section 6.02 shall be subject to the confidential disclosure agreement dated March 18, 2021, between the Company and Parent (the “Confidential Disclosure Agreement”).

Access to Information; Confidentiality. From Subject to compliance with applicable Laws, the date hereof until earlier Company shall give the Purchaser, the Guarantor and their respective officers, employees, directors, agents, advisors, representatives, lenders and potential lenders (a) upon reasonable notice, reasonable access during normal business hours to its and its Subsidiaries’ (i) premises, (ii) property and assets (including all books and records, whether retained internally or otherwise), (iii) Contracts and Leases, and (iv) senior personnel, so long as the access does not unduly interfere with the Ordinary Course conduct of the Closing business of the Company; and (b) such financial and operating data or other information with respect to the assets or business of the Company and its Subsidiaries as the Purchaser from time to time reasonably requests. Subject to compliance with applicable Laws and such requests not unduly interfering with the Ordinary Course conduct of the business of the Company, the Company will also make available to Purchaser, Guarantor and their respective officers, employees, directors, agents, advisors and representatives, information reasonably requested by the Purchaser for the purposes of preparing, considering and implementing integration and strategic plans for the combined businesses of the Company, the Purchaser and the Guarantor following completion of the Arrangement. Investigations made by or on behalf of the Purchaser, whether under this Section 4.5 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by the Company in this Agreement. Without limiting the generality of the provisions of the Confidentiality Agreement, the Purchaser acknowledges that all information provided to it under this Section 4.5, or otherwise pursuant to this Agreement or in connection with the transactions contemplated hereby, is subject to the Confidentiality Agreement, which will remain in full force and effect in accordance with its terms notwithstanding any other provision of the Confidentiality Agreement, this Agreement or any termination of this Agreement. If any provision of this Agreement otherwise conflicts or is inconsistent with any provision of the Confidentiality Agreement, the Company shall: (a) afford Purchaser and its Representatives reasonable access to and the right to inspect the facilities, assets, premises, books and records, contracts, and agreements provisions of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms Agreement will supersede those of the Confidentiality Agreement with respect but only to any access the extent of the conflict or information provided pursuant to this Section 6.1inconsistency and all other provisions of the Confidentiality Agreement will remain in full force and effect.

Access to Information; Confidentiality. From (a) Subject to applicable Law, from the date hereof until earlier of the Closing or termination of this AgreementCompany Merger Effective Time, the Company shall: (a) , and shall cause the Subsidiaries and the Representatives of the Company and the Subsidiaries to, afford Purchaser Parent and its Representatives Representatives, following notice from Parent to the Company in accordance with this Section 7.03, reasonable access during normal business hours to the officers, employees, agents, properties, offices, plants and the right to inspect the other facilities, assets, premises, books and records, contractsrecords of the Company and each Subsidiary, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such all other financial, operating and other data and information related relating to the Company and each Subsidiary and JV Entity as Purchaser or Parent may reasonably request. Notwithstanding the foregoing, neither Parent nor any of its Representatives may reasonably request; and shall (di) instruct contact or have any discussions with any of the Representatives Company’s or any Subsidiary’s employees, agents, or representatives, unless in each case Parent obtains the prior written consent of the Company, which shall not be unreasonably withheld, (ii) contact or have any discussions with any of the landlords/sublandlords, tenants/subtenants, or licensees or franchisees of the Company to cooperate with Purchaser or its Subsidiaries, unless in its investigation each case Parent obtains the prior written consent of the Company, which shall not be unreasonably withheld, provided, that clauses (i) and (ii) shall not be applicable to contacts or discussions not related to the transactions contemplated by this Agreement and shall not be applicable to contacts and discussions with the Company’s executive officers or its financial advisors, or (iii) damage any property or any portion thereof. Without limiting the provisions of this Section 7.03(a) and subject to any rights of tenants under Company Leases, Parent and its Representatives shall have the right to conduct appraisal and environmental and engineering inspections of each of the Company Properties; provided, however, that neither the Buyer Parties nor their Representatives shall have the right to take and analyze any samples of any environmental media (including soil, groundwater, surface water, air or sediment) or any building material or to perform any invasive testing procedure on any building or property. Parent shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Parent or its representatives intend to conduct. The Company shall be entitled to have representatives present at all times during any such investigation shall be conducted during normal business hours upon reasonable advance notice to inspection. Notwithstanding the Shareholders Representativeforegoing, under neither the supervision Company nor any of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders Subsidiaries shall be required to provide access to or to disclose any information to Purchaser if where such access or disclosure would, in would jeopardize the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client privilege of the Company or other privilege; (ii) the Subsidiaries or contravene any applicable Law; Law or binding agreement entered into prior to the date of this Agreement (iii) cause disclosure of any trade secrets, provided that in each such case, upon the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent request of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, Parent the Company and Purchaser the Subsidiaries shall have no right use commercially reasonable efforts to perform invasive obtain consent from the applicable Third Party or subsurface investigations enter into a customary joint defense agreement, if applicable, to enable the disclosure of the facilitiessuch information). Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to No investigation conducted under this Section 6.17.03, however, shall affect or be deemed to modify any representation or warranty made in this Agreement.

Access to Information; Confidentiality. From the date hereof until earlier of the Closing or termination of this Agreement, the Company shall: (a) During the period from the date of this Agreement until the Closing, Parent, Holdings and the Company shall afford Purchaser the Representatives of Purchaser, at Purchaser’s sole cost and its Representatives risk, reasonable access during normal business hours, upon reasonable notice to Parent and without significant interference with the right operations or properties of the Companies, to inspect the Companies’ officers, employees, properties, facilities, assetsbooks, premises, books and records, contractscontracts and other assets as Purchaser may reasonably request, including for the purpose of observing the operation of the facilities and agreements for understanding the Companies’ compliance and compliance programs relating to all FERC, PJM and NERC rules and regulations, subject in all cases to reasonable restrictions and requirements for safety purposes and compliance with all applicable security requirements or other limitations on access imposed by applicable Law. Such Representatives of Purchaser may only observe the operations of the Companies and may not direct the activities of any Representatives of any of the Companies or make any decisions relating to the operations of any of the Companies. Any such access to the properties of any of the Companies shall be under the supervision of Representatives of the Companies. In addition, Parent shall provide Purchaser for the period commencing on the date of this Agreement until the Closing with a conference room, cubicles or other suitable space located at the headquarters of the Company; (b) make the officers and Employees of the Business available , on a rent-free basis, for use by up to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the four Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to or otherwise for the Shareholders Representative, under purpose of effecting the supervision transition of ownership of the Company’s personnel and in such a manner as not Companies to interfere with Purchaser. If Purchaser requests that the normal operations assistance of any Representatives of any of the Company. All requests by Purchaser for access pursuant Companies after normal business hours, then the decision to this Section 6.1 allow such assistance shall be submitted or directed exclusively within the sole discretion of the Companies and Purchaser shall pay to Parent, at the Shareholders Representativeinternal billing rate of Parent, or the associated costs of such other individuals as overtime. If Purchaser requests that any of the Shareholders Representative may designate Companies perform contract work on behalf of Purchaser to facilitate the transition of operations to Purchaser following the Closing, then Parent and Purchaser shall negotiate in writing from time to timegood faith regarding the terms and conditions under which Parent would provide such services and the compensation arrangement in connection therewith. Notwithstanding anything to the contrary in this Agreement, none of the Company, its RepresentativesSection 6.04(a), the Shareholders Representativeinstallation and testing by Purchaser of equipment, facilities, hardware or software prior to the Shareholders Closing shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representativewithin Parent’s sole discretion: reasonable discretion and (i) result in a waiver shall not interfere with the operations or properties of any attorney-client or other privilege; of the Companies, (ii) contravene any applicable Law; or shall be in compliance with all restrictions and requirements reasonably established by Parent for safety purposes and (iii) cause disclosure shall be in compliance with all applicable security requirements and other requirements of Law; provided, however, that in no event shall Purchaser or any of its Representatives be permitted to connect to any equipment of any trade secrets, provided that in each such case, of the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior Companies prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1.

Access to Information; Confidentiality. From (a) Subject to applicable Law and the Confidentiality Agreement, from the date hereof until earlier of the Closing or termination of Closing, following notice from Buyer to the Company in accordance with this AgreementSection 5.01, the Company shall: , and shall cause the Transferred Companies, their Subsidiaries, the Project Entities and their respective officers, directors, employees, auditors and agents to, (a) afford Purchaser and its Representatives Buyer reasonable access during normal business hours to and the right to inspect the facilitiesofficers, employees, agents, properties, assets, premisesoffices, plants and other facilities, books and records, contracts, and agreements other documents and data of the Company; Transferred Companies, their Subsidiaries and Project Entities, (b) make the officers furnish Buyer with copies of all such contracts, books and Employees of the Business available to Purchaser records, and its Representatives other existing documents as they Buyer may from time to time reasonably request; , and (c) furnish Purchaser and its Representatives Buyer with such additional financial, operating operating, and other data and information related to as Buyer may reasonably request. Notwithstanding the Company as Purchaser foregoing, neither Buyer nor any of its representatives shall (i) contact or have any discussions with any of the Company’s, the Operating Partnership’s or any of its Representatives may reasonably request; and the Transferred Companies’ or their Subsidiaries’ or the Project Entities’, employees, agents, or representatives (d) instruct other than the Representatives individuals listed in Section 1.01 of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, Disclosure Schedule or such other individuals as employees approved by such individuals), unless in each case Buyer obtains the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none prior consent of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not or (ii) with respect to the Military Housing Business, contact or have any discussions with any of the joint venture partners, project directors, vendors, suppliers toor third-party contractors, property managers, landlords/sublandlords or customers oftenants/subtenants of the Company, the Operating Partnership or the Transferred Companies, their Subsidiaries and the Project Entities, unless in each case Buyer obtains the prior written consent of the Company and Purchaser the Project Entities. For the sake of clarity, the restrictions in this clause (a) are intended to cover contacts and discussions with to the extent they relate to the Equity Interests Sale and the transactions contemplated thereby or Buyer’s plans following the Closing and not to restrict Buyer or its Affiliates from conducting its existing business in the ordinary course consistent with past practice, including as such business relates to the Persons described in clauses (i) and (ii) above. Buyer shall have no right to perform invasive indemnify and hold the Company, the Operating Partnership and the Transferred Companies, their Subsidiaries and the Project Entities harmless from and against any and all losses or subsurface investigations damages incurred by the Company, the Operating Partnership or the Transferred Companies, their Subsidiaries and the Project Entities as a result of the facilities. Purchaser shallinspection of the Transferred Companies’ and their Subsidiaries’ and the Project Entities’ properties, but solely with respect to investigations conducted as part of Buyer’s due diligence investigation in connection with the Equity Interests Sale contemplated hereby, and not any inspection conducted in the ordinary course of business by Buyer or any of its Affiliates; provided, however that Buyer’s indemnification obligations hereunder shall cause its Representatives to, abide by the terms of the Confidentiality Agreement not include any obligation whatsoever with respect to any such losses or damages (including claims that any of the Transferred Companies’, their Subsidiaries and the Project Entities’ properties has declined in value) arising out of, resulting from or incurred in connection with the discovery of any existing condition at any of the Transferred Companies’, their Subsidiaries’, and Project Entities’ properties. Subject to the foregoing, Buyer shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Buyer or its representatives intend to conduct. The Company shall be entitled to have representatives present at all times during any such inspection. Notwithstanding the foregoing, none of the Company, the Operating Partnership or the Transferred Companies, their Subsidiaries and Project Entities shall be required to provide access or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company, the Operating Partnership or the Transferred Companies, their Subsidiaries and Project Entities or contravene any Law or binding agreement entered into prior to the date of this Agreement (provided pursuant that the Company, the Operating Partnership and the Transferred Companies, their Subsidiaries and Project Entities shall use commercially reasonable efforts to this Section 6.1obtain consent from the applicable third party or enter into a customary joint defense agreement to enable the disclosure of such information).

Access to Information; Confidentiality. (a) From the date hereof until earlier to the Closing and in compliance with applicable Laws, NRT shall, and shall cause the NRT Advisor and each of their respective Subsidiaries to, afford representatives of the Closing or termination of this AgreementCompany, following notice from the Company shall: (a) afford Purchaser and its Representatives to NRT in accordance with this Section 7.05(a), reasonable access during normal business hours to all the properties, offices and the right to inspect the other facilities, assets, premises, books and records, contractsrecords of NRT and each NRT Subsidiary, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such all other financial, operating and other data and information related to as the Company as Purchaser or may reasonably request. Notwithstanding the foregoing, neither the Company nor any of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that any such investigation representatives shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver contact or have any discussions with any of any attorney-client NRT’s employees, agents, or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secretsrepresentatives, provided that unless in each such case, the Shareholders and case the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without obtains the prior written consent of the Shareholders RepresentativeNRT, which consent shall not be unreasonably withheld, conditioned (ii) contact or delayedhave any discussions with any of the landlords/sublandlords, Purchaser tenants/subtenants, or licensees or franchisees of NRT or its Subsidiaries, unless in each case the Company obtains the prior written consent of NRT, which shall not contact be unreasonably withheld or delayed (but may be subject to NRT having one of its representatives present at any suppliers tointerview of, or customers ofparticipating on any call with, any such landlords/sublandlords, tenants/subtenants, or licensees or franchisees, (iii) damage any property or any portion thereof, or (iv) perform any onsite procedure or investigation (including any onsite environmental investigation or study) without NRT’s prior written consent. The Company shall schedule and coordinate all inspections with NRT and shall give NRT at least three Business Days prior written notice thereof, setting forth the inspection or materials that the Company and Purchaser or its representatives intend to conduct. NRT shall be entitled to have no right representatives present at all times during any such inspection. Notwithstanding the foregoing, neither NRT nor any of its Subsidiaries shall be required to perform invasive provide access to or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any disclose information where such access or information provided pursuant disclosure would jeopardize the attorney-client privilege of NRT or its Subsidiaries or contravene any Law or binding agreement entered into prior to the date of this Section 6.1Agreement.

Access to Information; Confidentiality. From the date hereof until earlier of the Closing or termination of this Agreement, the The Company shall: (a) afford Purchaser and its Representatives reasonable access to and the right to inspect the facilities, assets, premises, books and records, contracts, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives Subsidiaries to, abide provide Parent, Sub and their respective officers, employees, accountants, counsel, consultants, financial advisors and other Representatives, reasonable access during normal business hours during the period prior to the earlier of the Effective Time and the termination of this Agreement to all of the Company’s and its Subsidiaries’ properties, books and records and to those employees of the Company and its Subsidiaries, as applicable, to whom such persons reasonably request access, and, during such period, the Company and its Subsidiaries shall furnish as promptly as practicable to such persons all information concerning its and its Subsidiaries’ business, properties and personnel as such persons may reasonably request. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information if the Company reasonably determines that such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries, as applicable, or contravene any Law to which the Company or any of its Subsidiaries, as applicable, is subject or a party; provided, that in any such case, the Company shall provide such information in redacted form as necessary to preserve such privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Except for disclosures expressly permitted by the terms of the confidentiality letter agreement dated as of March 17, 2022, between Intercontinental Exchange Holdings, Inc. and the Company (as such agreement may be amended or supplemented from time to time, the “Confidentiality Agreement Agreement”), each of the Company and Parent shall hold, and shall cause their respective officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the other party or its Representatives, directly or indirectly, in confidence in accordance with respect to the Confidentiality Agreement. No information or knowledge obtained by any access or information provided person in any investigation pursuant to this Section 6.15.02 shall affect or be deemed to modify any representation or warranty made by any party hereto.

Access to Information; Confidentiality. From The Company shall, and shall cause each of its Subsidiaries to, afford to Parent and to Parent's officers, employees, investment bankers, attorneys, accountants, consultants and other representatives and advisors reasonable access upon reasonable advance notice and during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all their respective properties, assets, books, records, Contracts, Permits, documents, information, directors, officers and employees, and during such period the Company shall, and shall cause each of its Subsidiaries to, furnish to Parent any information concerning its business as Parent may reasonably request (including the work papers of KPMG LLP). Following the date hereof until earlier of this Agreement and prior to the Effective Time, Parent may (but shall not be required to), following reasonable notice to the Company, contact and interview any Company Personnel and review the personnel records and such other information concerning the Company Personnel as Parent may reasonably request. No investigation by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives and no other receipt of information by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall operate as a waiver or otherwise affect any representation or warranty of the Closing Company or termination of any covenant or other provision in this Agreement. Except as required by any applicable Law or Judgment, Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information received from the Company confidential in accordance with the Confidentiality Agreement. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, the Company shall: (a) afford Purchaser and its Representatives reasonable shall not be required to provide the foregoing access to Parent or to Parent's officers, employees, investment bankers, attorneys, accountants, consultants and other representatives or advisors, or to disclose any information Parent or to Parent's officers, employees, investment bankers, attorneys, accountants, consultants or other representatives and advisors, in any case pursuant to this Section 6.02 or otherwise, if (i) such access or disclosure would cause a loss, waiver or impairment of the right attorney-client privilege of the Company or its Subsidiaries (it being understood that the parties shall use reasonable best efforts to inspect cause such information to be provided in a manner that does not result in such loss, waiver or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the facilitiesparties reasonably conclude that such agreements are likely to preserve the privilege), assetsor (ii) if the Company determines, premises, books after consultation with Parent and records, contracts, and agreements considering the advice of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with 's outside counsel, that such financial, operating and other data and information related access or disclosure would violate any Law or Judgment applicable to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives of Subsidiaries or breach or otherwise violate any Contract to which the Company or any of its Subsidiaries is a party entered into prior to cooperate with Purchaser in its investigation the date of the Companythis Agreement; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser use its reasonable best efforts to enable Purchaser get consents from the counter-parties to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access any such Contracts in order to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, allow the Company to disclose confidential information to Parent and Purchaser shall have no right to perform invasive its officers, employees, investment bankers, attorneys, accountants, consultants and other representatives or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1advisors.

Access to Information; Confidentiality. From Subject to applicable Law and any applicable Judgment, between the date hereof until of this Agreement and the earlier of the Closing or Effective Time and the valid termination of this AgreementAgreement pursuant to Section 7.01, upon reasonable notice, the Company shall: shall (a) afford Purchaser to Parent and its Parent’s Representatives reasonable access to and the right to inspect the facilities, assets, premises, books and records, contracts, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel officers, employees, agents, properties, books, Contracts and records (other than any of the foregoing that relate to the negotiation and execution of this Agreement or, except as expressly provided in Section 5.02, to any Takeover Proposal) and (b) furnish to Parent and Parent’s Representatives such information concerning its business, personnel, assets, liabilities and properties as Parent may reasonably request, in the case of each of the foregoing clauses (a) and (b), solely for the purpose of facilitating the consummation of the Transactions; provided that Parent and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the normal business or operations of the Company; provided further, however, that the Company shall not be obligated to provide such access or information if the Company determines, in its reasonable judgment, that doing so could (i) violate any confidentiality restrictions with its customers, (ii) result in the disclosure of trade secrets or competitively sensitive information to any competitor of the Company or any of its Subsidiaries, (iii) violate applicable Law, an applicable Judgment or a Contract or obligation of confidentiality owing to a third-party, (iv) waive the protection of an attorney-client privilege, attorney work product protection or other legal privilege, (v) be adverse to the interests of the Company or any of its Subsidiaries in any pending or threatened Action against Parent or any of its Affiliates, (vi) expose the Company to risk of liability for disclosure of sensitive or personal information or (vii) involve documents or information relating to the evaluation or negotiation of this Agreement, the Transactions or, subject to Section 5.02, a Takeover Proposal or Superior Proposal. Without limiting the foregoing, in the event that the Company does not provide access or information in reliance on the immediately preceding sentence, it shall provide notice to Parent that it is withholding such access or information and the basis for such withholding and shall use its reasonable best efforts to make appropriate substitute arrangements under circumstances in which any of the potential xxxxx described in clauses (i) through (vi) above would not apply or, to the extent such arrangements are not feasible, to communicate, to the extent feasible, the applicable information in a way that would not result in any of the potential xxxxx described in clauses (i) through (vii) above. All requests by Purchaser for access information made pursuant to this Section 6.1 5.08 shall be submitted or directed exclusively to the Shareholders RepresentativePerson designated by the Company. Until the Effective Time, or such other individuals all information provided by the Company and its Representatives in connection with this Agreement, including pursuant to this Section 5.08, will be subject to the terms of the non-disclosure agreement dated as of November 24, 2020, by and between the Shareholders Representative Company and BlackRock Alternatives Management LLC (as may designate in writing the future be amended from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the “Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1Agreement”).

Access to Information; Confidentiality. From (a) Between the date hereof until earlier and the Closing, Seller (i) shall give Buyer and its authorized representatives reasonable access, during regular business hours and upon reasonable advance notice, to such employees, plants, offices, warehouses, and other facilities, and such books and records of the Closing or termination of this AgreementMidstream Companies and the Trading Company, the Company shall: (a) afford Purchaser as are reasonably necessary to allow Buyer and its Representatives reasonable access authorized representatives to make such inspections as they may reasonably require to verify the accuracy of any representation or warranty contained in Article IV and (ii) shall cause Seller's officers and those of the Midstream Companies and the right Trading Company to inspect the facilities, assets, premises, books and records, contracts, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser furnish Buyer and its Representatives authorized representatives with such financial and operating data and other information with respect to the Midstream Companies or the Trading Assets as they Buyer may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, (A) that Seller shall have the right to have a representative present at all times of any such investigation inspections, interviews, and examinations conducted at or on the offices or other facilities or properties of Seller or the Midstream Companies or the Trading Company, (B) that Buyer shall be conducted during normal business hours upon reasonable advance notice hold in confidence all such information on the terms and subject to the Shareholders Representativeconditions contained in the Confidentiality Agreement and (C) that Buyer shall have no right of access to, under the supervision of the Company’s personnel and Seller shall have no obligation to provide to Buyer, (1) bids received from others in such a manner as not to interfere connection with the normal operations transactions contemplated by this Agreement and information relating to such bids or (2) any information the disclosure of the Companywhich would jeopardize any privilege available to a Midstream Company or Seller relating to such information or would cause Seller to breach a confidentiality obligation. All requests Buyer shall indemnify, defend and hold harmless Seller from and against any Losses (as defined herein) asserted against or suffered by Purchaser for access Seller relating to, resulting from or arising out of examinations or inspections made by Buyer or its authorized representatives pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.17.1(a).

Access to Information; Confidentiality. From the date hereof until earlier of the Closing or termination of this AgreementSubject to applicable Law, upon reasonable notice, the Company shall: (a) shall afford Purchaser to Parent and its Parent’s Representatives reasonable access to and the right to inspect the facilities, assets, premises, books and records, contracts, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s officers, employees, agents, properties, books, Contracts and records and the Company shall furnish promptly to Parent and Parent’s Representatives (a) a copy of each report filed with or furnished to the SEC or the Kentucky Department of Insurance after the date hereof and any material correspondence or other materials received from any such agency with respect to the Company, its Subsidiaries or their businesses or personnel and (b) all other information with respect to the Company and its Subsidiaries and their business, properties and personnel as Parent may reasonably request. Parent and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the normal business or operations of the Company. The Company shall not be obligated to provide such access or information if the Company determines, in its reasonable judgment, that doing so could violate applicable Law, waive the protection of an attorney-client privilege, work product doctrine or other legal privilege, in each case that cannot be cured by entry into a joint defense agreement or similar arrangement. Without limiting the foregoing, in the event that the Company does not provide access or information in reliance on the immediately preceding sentence, it shall provide notice to Parent that it is withholding such access or information and shall use its reasonable best efforts to communicate, to the extent feasible, the applicable information in a way that would not violate the applicable Law or risk waiver of such privilege (including by entering into a joint defense agreement or similar arrangement). All requests by Purchaser for access information made pursuant to this Section 6.1 5.06 shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none General Counsel of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client Company or other privilege; (ii) contravene any applicable Law; Person designated by the Company. For the avoidance of doubt, until the Effective Time, all information provided by or (iii) cause disclosure on behalf of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser or its Subsidiaries pursuant to enable Purchaser this Section 5.06 or pursuant to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access Section 5.02 will be subject to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement and this Section 5.06 of this Agreement, which shall remain in full force and effect in accordance with respect its terms. Parent acknowledges that the information being provided to any access it in connection with the Transactions is subject to the terms of the Confidentiality Agreement; provided that actions taken by the parties hereunder, to the extent necessary to comply with their respective obligations under Section 5.04 hereunder, shall not be deemed to be in violation of this Section 5.06 or the Confidentiality Agreement. All non-public information provided pursuant by or on behalf of Parent, or their respective Affiliates to the Company or any of its Subsidiaries or Representatives in connection with this Section 6.1Agreement or the Transactions (including the Equity Financing) shall be kept confidential except for such disclosures as are required by applicable Law or legal process.

Access to Information; Confidentiality. (a) From the date hereof until earlier of the Closing or termination of this AgreementAgreement to the Closing, Seller will cause the Company shall: Companies to (ai) afford Purchaser give Buyer and its Representatives authorized representatives reasonable access to all books, business and the right to inspect the facilities, assets, premises, books and financial records, contractspersonnel, technology, processes, business plans, budgets and projections, offices and other facilities and properties of the Companies and their accountants, (ii) permit Buyer to make such copies and inspections thereof as Buyer may reasonably request, and agreements (iii) cause the Companies' officers, as applicable, to furnish Buyer with such financial and operating data and other information with respect to the business and properties of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives Companies as they Buyer may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that any such investigation access shall be conducted during normal business hours upon at Buyer's risk and expense, at a reasonable advance notice to the Shareholders Representativetime, under the supervision of Seller, Savannah or the Company’s Companies' personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated by this Agreement and not to interfere unreasonably with the normal operations operation of the Companybusinesses of Seller, Savannah or the Companies. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively Buyer will not contact any suppliers, customers and prospective customers of the Companies in regard to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, DCB Business without the Seller's prior written consent of the Shareholders Representativeconsent, which consent shall not be unreasonably withheldwithheld and which consent shall be granted no later than five business days prior to the Closing. When such consent is granted, conditioned or delayedSeller will cause each of the Companies, Purchaser and their officers and employees, to cooperate fully (including providing introductions where necessary) with Buyer to enable Buyer to contact third parties, including suppliers, customers and prospective customers of the Companies. Notwithstanding anything in this Section 4.2 to the contrary, Seller shall not contact any suppliers tobe required to provide, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations cause any of the facilities. Purchaser shallCompanies to provide, and shall cause its Representatives toany information under this Section 4.2(a) that is subject to attorney-client privilege or subject to a confidentiality agreement with a third party (such information, abide by the terms of the Confidentiality Agreement "Privileged Information"); provided, however, that with respect to any access information that Seller claims is Privileged Information (i) Seller agrees to provide to Buyer a brief description of the subject matter of the Privileged Information and (ii) Seller and Buyer agree to cooperate with each other and to enter into arrangements reasonably acceptable to each party to provide as much detail concerning the Privileged Information as possible while still protecting the privileged and confidential nature of such Privileged Information (a "Privilege Arrangement"); provided further, that Buyer shall not be required to consummate the transactions contemplated by this Agreement in the event Buyer reasonably determines either: (x) that any Privileged Information being withheld from Buyer is material to an understanding of the business, prospects, financial condition or information provided pursuant results of operations of the DCB Business or (y) that any Privilege Arrangement with respect to this Section 6.1such Privileged Information is not sufficient to allow Buyer to evaluate the impact of the Privileged Information on the business, prospects, financial condition or results of operations of the DCB Business (collectively, the "Privilege Closing Conditions").

Access to Information; Confidentiality. From Until the date hereof until earlier to occur of the Closing or and the termination of this AgreementAgreement in accordance with its terms, the Company shall: (a) afford Purchaser Parent and its Representatives (including any financing sources and their respective representatives) shall continue to have reasonable access to and the right to inspect the facilities, assets, premises, books and records, contracts, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representativefacilities, under the supervision books and records (consistent with Applicable Law regarding privacy) of the Company’s personnel Company and its Subsidiaries to conduct such inspections (including non-invasive environmental due diligence activities) as Parent may reasonably request. Any inspection pursuant to this Section 6.2 will be conducted in such a manner so as not to interfere unreasonably with the normal operations conduct of the Company. All requests by Purchaser for access pursuant Business and in no event will any provision hereof be interpreted to this Section 6.1 shall be submitted require the Company or directed exclusively its Subsidiaries to the Shareholders Representativepermit any inspection, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure wouldinformation, that the Company and its legal representatives determine in the Shareholders Representative’s sole discretion: (i) result in a waiver of good faith may waive any attorney-client or other privilege; (ii) contravene similar privilege that it or its Subsidiaries may hold or conflict with any applicable Law; of its obligations, or (iii) cause disclosure the obligations of its Subsidiaries, to a third party with respect to confidentiality. The foregoing notwithstanding, neither Parent nor Merger Sub, nor any of their respective Representatives, shall contact any Employee, landlord, customer, supplier or shareholder of the Company or of any trade secrets, provided that in each of its Subsidiaries (other than such case, Persons set forth on Section 6.2 of the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, Disclosure Letter) without the prior written consent of the Shareholders Representative, Company (which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact ); it being acknowledged that any suppliers to, or customers of, and all such contacts will be arranged by and coordinated with the Company and Purchaser the Company shall have no right cooperate in good faith with Parent to perform invasive or subsurface investigations of the facilitiesfacilitate such contact as may be reasonably requested by Parent. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or All information provided exchanged pursuant to this Section 6.16.2 shall be subject to that certain Confidentiality Agreement between Parent and the Company dated as of January 7, 2013 (the “Confidentiality Agreement”).

Access to Information; Confidentiality. From During the date hereof until earlier of the Pre-Closing or termination of this AgreementPeriod, the Stockholders and the Company shall: (a) afford shall cause the Purchaser and its Representatives counsel, accountants and other representatives (collectively, its "Representatives") to be given reasonable access during normal business hours to the assets, books, commitments, agreements, records and files of the Company and the right Subsidiary; and the Stockholders shall cause to inspect be furnished to the facilitiesPurchaser or any of its Representatives during the Pre-Closing Period all documents, assets, premises, books and records, contractsor copies thereof, and agreements information concerning the business and affairs of the Company; (b) make Company and the officers and Employees of Subsidiary relating to that business as the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct . Until the Representatives sale of the Company to cooperate with Purchaser Stock is consummated in its investigation of the Company; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere accordance with the normal operations terms of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none the Purchaser shall hold, and cause its Representatives to hold, all information and documents so obtained by the Purchaser or any of its Representatives confidential, except that neither the Company, Purchaser nor any of its Representatives, the Shareholders Representative, or the Shareholders Representatives shall be required to disclose keep confidential any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: which (i) result in a waiver is or subsequently may become, through no fault of any attorney-client or other privilege; the Purchaser, generally available to the public, (ii) contravene any applicable Law; was available on a non-confidential basis to Purchaser prior to its disclosure by the Company or the Stockholders or (iii) cause disclosure becomes available to the Purchaser on a nonconfidential basis from a source not bound by any obligation of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate confidentiality with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access respect to such information. Prior to If this Agreement is terminated during the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned Pre-Closing Period or delayed, Purchaser shall not contact any suppliers to, or customers ofotherwise, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause each of its Representatives to, abide promptly deliver to the Company all information and documents (and copies thereof) furnished to the Purchaser or its Representatives by or on behalf of the Company or otherwise obtained by the terms Purchaser or any of the Confidentiality Agreement with respect to any access or information provided its Representatives pursuant to this Section 6.1Agreement, and all other information regarding the business and affairs of the Company and the Subsidiary prepared by the Purchaser or its Representatives shall be destroyed and no copy thereof shall be retained. Notwithstanding such return or destruction of information, the Purchaser and its Representatives shall continue to be bound by their respective obligations of confidentiality hereunder for a period of three years after such termination. Pending the Closing (or any earlier termination of this Agreement) the Company, the Subsidiary and the Stockholders shall keep confidential and after the Closing the Stockholders will not use (except while employed by the Company and for Company purposes) or disclose to others and keep confidential any Trade Secrets of the Company and the Subsidiary.

Access to Information; Confidentiality. (a) From the date hereof until the earlier of the Closing or Date and the termination of this Agreement, the Company shall: (a) afford Sellers shall grant Purchaser and its Representatives representatives (at Purchaser’s sole cost and expense) reasonable access access, during normal business hours and upon reasonable notice (and in the event of a facility visit request, at least two Business Days prior notice), and subject to and any reasonable limitations resulting from any Public Health Measures, to the right to inspect the personnel, employees, properties, offices, plants, facilities, assets, premises, books book and records, contracts, and agreements records of the Company; (b) make the officers Sellers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information their Subsidiaries related to the Company as Purchaser Business or any of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the CompanyTransferred Assets; provided, however, that any such investigation (i) all requests for access shall be conducted during normal business hours upon reasonable advance notice directed to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, Xxxxxx Xxxx (xxxxxx.xxxx@xxxx-xxxxxxx.xxx) or such other individuals person as the Shareholders Representative Casa Seller may designate in writing from time to time. Notwithstanding anything to time (the contrary in this Agreement“Seller Access Contact”), none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; such activities do not unreasonably interfere with the ongoing business or operations of the Sellers, (iii) cause disclosure the Sellers shall have the right to have one or more of its representatives present at all times during any trade secretsvisits, provided that in each such caseexaminations, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality discussions or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closingcontacts contemplated by this Section 6.2(a), without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and (iv) Purchaser shall have no right to perform invasive or subsurface investigations or conduct any sampling or analysis of environmental media of the facilities. Purchaser shallnature commonly referred to as a “Phase II Environmental Investigation,” such as any soil or groundwater testing, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any (v) such access or related activities would not cause a violation of any agreement to which a Seller is a party, (vi) no Personal Information shall be disclosed or used other than in compliance with Privacy Requirements and (vii) nothing herein shall require the Sellers or their representatives to furnish to Purchaser or provide Purchaser with access to information provided that (A) is subject to an attorney-client or solicitor-client privilege or an attorney or solicitor work-product privilege, or (B) legal counsel for the Sellers reasonably concludes may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to this Section 6.1applicable Law.

Access to Information; Confidentiality. From the date hereof until earlier of the Closing or termination of this Agreement, the Company shall: (a) afford Until the Closing, Seller shall, and shall use its commercially reasonable efforts to cause Varian and its Subsidiaries to, permit Purchaser and its Representatives authorized agents or representatives to have reasonable access to the properties, books, records, Contracts and such financial (including working papers) and operating data of the Business and the right Business Employees as Purchaser may reasonably request, during business hours to inspect review information and documentation and ask questions relative to the facilitiesproperties, assetsbooks, premisescontracts, commitments and other records of the Business and to conduct any other reasonable investigations; provided, that such investigation shall only be upon reasonable notice and shall not unreasonably disrupt the personnel and operations of Varian and its Subsidiaries, shall comply with the reasonable security and insurance requirements of Varian and its Subsidiaries and shall be at Purchaser’s sole risk and expense. All requests for access to the offices, properties, books and records, contracts, and agreements records of the Company; (b) make the officers and Employees of the Business available to Purchaser Varian and its Representatives Subsidiaries shall be made to such representatives of Seller as they may from time to time request; (c) furnish Seller shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that neither Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or nor any of its Representatives may reasonably request; and (d) instruct the Representatives Affiliates, agents or representatives shall contact Varian, any of the Company to cooperate employees, customers (including dealers and distributors), suppliers, joint venture partners or Subsidiaries or Affiliates of Varian or Seller in connection with Purchaser the transactions contemplated hereby, whether in its investigation person or by telephone, electronic or other mail or other means of communication, without the specific prior authorization of such representatives of Seller. Notwithstanding the foregoing, neither Seller nor Varian nor any of the Company; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision Subsidiaries of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders Varian shall be required to provide access to or disclose any information to Purchaser if where such access or disclosure would, in would waive the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client privilege of Seller, Varian or other privilege; (ii) such Subsidiaries or contravene any applicable Law; Law or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter binding agreement entered into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior prior to the Closing, without the prior written consent date of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1Agreement.

Access to Information; Confidentiality. From Upon the date hereof execution hereof, and continuing until earlier the closing of the Closing Transactions or the earlier termination of this Agreement (or, in the event of any claims made in accordance with Section 8.2 or otherwise under this Agreement, until the Company resolution thereof), Seller and its Affiliates shall: (ai) afford Purchaser give Buyer and its Representatives authorized representatives reasonable access to and the right to inspect the facilities, assets, premises, books and records, contracts, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time requestto all of its books, records, senior personnel, offices and other facilities and properties to the extent the same relates to the Alachua Facility or Acquired Assets, including, without limitation, reasonable and timely access to the Leased Areas and other portions of the Alachua Facility within which the Acquired Assets may then be located in order for Buyer to conduct a “walk-through” inspection at Buyer’s request prior to the Closing Date; (cii) furnish Purchaser permit Buyer to make such copies of any documents and its Representatives with such financial, operating and other data and information related inspections thereof from time to the Company time as Purchaser or any of its Representatives Buyer may reasonably request; and (diii) instruct cause its officers and other employees to furnish Buyer with such financial and operating data and other information with respect to the Representatives of the Company Acquired Assets and Alachua Facility, as from time to cooperate with Purchaser in its investigation of the Companytime Buyer may reasonably request; provided, however, that any such investigation access shall be conducted during normal business hours upon at Buyer’s expense, at reasonable advance notice to the Shareholders Representativetimes, under the supervision of personnel of Seller or such Affiliate, as the Company’s personnel case may be, and in such a manner as not to interfere maintain the confidentiality of this Agreement and the Transactions in accordance with the normal operations terms hereof. Buyer agrees to retain all information so obtained from Seller on a confidential basis, and Seller agrees to retain any information obtained from Buyer on a confidential basis. In the event that the Transactions shall not be completed for any reason, each party shall return promptly to the other party all information received by such party in this connection. Neither Buyer nor Seller shall use any confidential information so obtained unless (i) the Transactions are consummated or (ii) the confidential information becomes available in the public domain. Notwithstanding the foregoing, no information or knowledge obtained by either Buyer or Seller during the course of the Company. All requests by Purchaser for access any investigation conducted pursuant to this Section 6.1 shall shall: (a) affect or be submitted deemed to modify in any respect any of the representations or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary warranties of Seller set forth in this AgreementAgreement (or in any certificate, none of instrument or other document delivered by Seller to Buyer in connection with the Company, its Representatives, the Shareholders RepresentativeTransactions), or the Shareholders shall be required conditions to disclose any information the obligations of the parties to Purchaser if such disclosure would, consummate the Transactions in accordance with the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilegeterms and conditions hereof; (iib) contravene be deemed to amend or supplement the Schedules hereto, or prevent or cure any applicable Lawmisrepresentations, breach of warranty or breach of covenant by Seller; or (iiic) cause disclosure otherwise limit or affect any remedies available to Buyer as a result of any trade secrets, provided that in each or arising out of such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1disclosure.

Access to Information; Confidentiality. (a) From and after the date hereof of this Agreement until the earlier to occur of the Closing Date or termination the date this Agreement shall be terminated pursuant to Article VII hereof, upon reasonable notice and subject to applicable law relating to the exchange of this Agreementinformation and to confidentiality obligations of the Company entered into prior to the date hereof, the Company shall: (a) shall afford to Purchaser’s Representatives access during normal business hours to such properties, books, records, contracts, commitments, operations, personnel and other information of the Company relating to the Business as Purchaser may reasonably request. Without limiting the foregoing, upon reasonable notice to Seller and during normal business hours, Seller shall cause Purchaser and its Representatives reasonable to have access to and the right to inspect the facilities, assets, premises, books and records, contracts, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives records of the Company to cooperate perform auditing procedures and to the Real Property to perform such environmental tests and compliance audits (including, without limitation, “phase-1” and “phase-2” testing, soil borings and sampling and analysis of soil and groundwater) and other tests as Purchaser or its representatives may reasonably determine (in their sole discretion, but after consultation with Purchaser in its investigation Seller), including constructing xxxxx for testing the location, nature or degree of the Company; provided, however, that any groundwater contamination. All such investigation environmental testing shall be conducted during normal business hours upon reasonable advance notice in a manner intended to the Shareholders Representative, under the supervision avoid unreasonable disruption of the Company’s personnel business. Such environmental tests and in such a manner as not to interfere with the normal operations compliance audits shall be completed promptly and written reports of the Company. All requests by Purchaser for access pursuant to this Section 6.1 results thereof shall be submitted or directed exclusively delivered to Seller within fifteen (15) Business Days thereafter. In the Shareholders Representativeevent that Purchaser’s due diligence reveals any condition of the Real Property that in Purchaser’s judgment requires disclosure to any Governmental Authority, or Purchaser shall promptly notify Seller and the Company thereof. In such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreementevent, none of the Company, its Representativesand not Purchaser or any Person acting on Purchaser’s behalf, shall make such disclosures to the Shareholders Representativeextent agreed with Purchaser; provided, that nothing herein shall restrict the Company or Purchaser from making disclosures the Shareholders shall be required Company deems appropriate or necessary. Notwithstanding the foregoing, Purchaser may disclose matters concerning the Real Property to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretiona Governmental Authority if: (i) result in a waiver of any attorney-client or other privilege; Purchaser reasonably believes that Purchaser is required by law to make such disclosure, (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders Purchaser gives Seller and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the not less than five (5) days’ prior written consent notice of the Shareholders Representativeproposed disclosure along with the factual and legal basis for the required disclosure, which consent shall not be unreasonably withheldand (c) the Company continues its failure to make the disclosure. In addition, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers ofSeller, the Company and Purchaser shall have no right to perform invasive or subsurface investigations cooperate in planning for an orderly transition of the facilities. Purchaser shall, ownership and shall cause its Representatives to, abide by the terms operation of the Confidentiality Agreement Company, which may include visits by Purchaser to the facilities of the Company or any remote location where any Books and Records are maintained or processed and meetings with respect to any access or information provided pursuant to this Section 6.1Management and employees.

Access to Information; Confidentiality. From the date hereof until the earlier of the Closing or Effective Time and the termination of this Agreement, the Company shall: (a) afford Purchaser and its Representatives reasonable access subject to compliance with applicable Law and the right to inspect the facilities, assets, premises, books and records, contracts, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver terms of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secretsexisting Contracts, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser Fairmont shall, and shall cause its Representatives subsidiaries and their respective officers, directors, employees, independent auditors, accounting advisers and agents to, abide by afford to Purchaser and to the terms officers, employees, agents and representatives of Purchaser such access as Purchaser may reasonably require at all reasonable times, including for the purpose of facilitating integration business planning, to their officers, employees, agents, properties, books, records and Contracts, and shall furnish Purchaser with all data and information as Purchaser may reasonably request. Without limiting the foregoing, Purchaser and its representatives (including its financing sources) shall, upon reasonable prior notice, have the right to conduct appraisal and environmental and engineering inspections of each of the Confidentiality Agreement Properties, provided, that (a) no such inspections shall be conducted in a manner which disrupts in any material respect the normal course of business of Fairmont at the applicable Property, (b) any third party consents, if required for such inspections, have been obtained, (c) the costs for such inspections and consents shall be at the sole risk and expense of Purchaser, (d) a representative of Fairmont is given the opportunity to accompany the Purchaser and its representatives, (e) such inspections shall be conducted in accordance with respect such reasonable requirements imposed by Fairmont from time to time, (f) Purchaser shall have the right to perform only Phase I environmental assessment pursuant to ASTM Standard E 1527-00, and (g) Purchaser shall not be permitted to conduct any access Phase II environmental site assessments or audits (including any sampling of any media or material), (h) Purchaser shall promptly repair any damage caused by such inspections, shall indemnify Fairmont for any costs and damages suffered by Fairmont as a result of such inspections and restore and replace as necessary to the same condition as existed prior to such inspections and (i) Purchaser shall remove any Liens which attach to such Property as a result of such inspections. The Purchaser’s obligations under this Section 7.7 shall survive termination or expiry of this Agreement. Purchaser and Fairmont acknowledge and agree that information provided furnished pursuant to this Section 6.1shall be subject to the terms and conditions of the Confidentiality Agreements.

Access to Information; Confidentiality. (a) From the date hereof until earlier of the Closing or termination of this AgreementDate, upon reasonable notice, the Company shall: (a) shall afford Purchaser Parent and its Representatives reasonable access to and the right to inspect the facilitiesproperties, assets, premisesoffices, facilities, books and records, contracts, and agreements records of the Company; (b) make the officers and Employees of the Business available to Purchaser Company and its Representatives as they may from time to time request; (c) Subsidiaries and shall furnish Purchaser Parent and its Representatives the Debt Financing Sources with such financial, operating and other data and information related relating to the Company and its Subsidiaries as Purchaser or any of its Representatives Parent may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that any such investigation access or furnishing of information shall be conducted at Parent’s expense, during normal business hours upon reasonable advance notice to the Shareholders Representativehours, under the supervision of the Company’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to timeCompany and its Subsidiaries. Notwithstanding anything to the contrary in this AgreementSection 5.4, none neither the Company nor any of the Company, its Representatives, the Shareholders Representative, or the Shareholders Subsidiaries shall be required to disclose any information to Purchaser Parent or its Representatives or any Debt Financing Source if such disclosure would, in the Shareholders Representative’s sole discretion: would (ia) result in a waiver of jeopardize any attorney-client or other privilege; legal privilege (iiprovided that the Company shall use its commercially reasonable efforts to allow for such access or disclosure (or as much of it as possible) in a manner that does not result in a loss of attorney-client or other legal privilege or develop an alternative method of providing such information to Parent), or (b) contravene any applicable Law; Law or Contract (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser use its commercially reasonable efforts to enable Purchaser provide such access or make such disclosure in a manner that does not contravene Law or Contract or develop an alternative method of providing such information to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such informationParent). Prior to the Closing, Parent shall not and shall cause its Affiliates and its and their Representatives and the Debt Financing Sources not to use any information obtained pursuant to this Section 5.4 for any purpose unrelated to the Merger and the transactions contemplated hereby. No investigation pursuant to this Section 5.4 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Merger or any of the transactions contemplated hereby without the Company’s prior written consent of the Shareholders Representative, which (such consent shall not to be unreasonably withheld, conditioned or delayed), Purchaser and Parent and Merger Sub acknowledge and agree that any such contact shall not contact any suppliers to, or customers of, be arranged by and with a representative of the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1participating.

Access to Information; Confidentiality. From the date hereof until earlier of the Closing or termination of this Agreement, the Company shall: (a) Upon reasonable notice and subject to applicable Laws relating to the exchange of information, each of the MLP Entities and GP Holdings will (i) afford Purchaser Parent and its Representatives reasonable access (and, with respect to and the right to inspect the facilities, assets, premises, books and records, contractsthe right to copy), during normal business hours, to their respective officers, employees, agents, properties, assets, books, offices, facilities, Contracts, Tax Returns, Permits and agreements records and other information reasonably requested by Parent (in each case, whether in physical or electronic form), (ii) furnish promptly during normal business hours such information concerning the business, properties, offices, facilities, Contracts, Tax Returns, Permits, assets and liabilities of the Company; MLP Group Entities as Parent or its Representatives reasonably request, (biii) make the officers and Employees of the Business available to Purchaser reasonably cooperate with Parent and its Representatives to organize and facilitate meetings among Parent and its Representatives and the MLP Entities and their respective Representatives to be located at the offices and facilities of the MLP Group Entities at such times as they Parent may from time reasonably request, (iv) use reasonable best efforts to time request; furnish or produce information related to the financial or Tax records of the MLP Group Entities if reasonably requested by Parent (cwhich, for purposes of this Section 6.7, will be deemed to be furnished or produced upon MLP entering into an engagement with its regular external advisors to furnish such information to Parent) furnish Purchaser and (v) reasonably cooperate with Parent and its Representatives with such financialrespect to communications to, operating and to organize and facilitate meetings with, customers, suppliers and other data and information related to key business relations of the Company MLP Group Entities as Purchaser or any of its Representatives Parent may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that any such investigation access shall be conducted during normal business hours upon reasonable advance notice provided on a basis that minimizes the disruption to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company. All requests by Purchaser for access pursuant MLP Entities and in no event, shall include invasive sampling or testing of the Environment; and provided further, that the foregoing will not require the MLP Entities (i) to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representativepermit any inspection, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure wouldinformation, that in the Shareholders Representative’s sole discretion: reasonable judgment of the MLP Entities (iafter consultation with its outside legal counsel) would (A) result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the MLP Entities have used reasonable best efforts to obtain the Consent of such third party to such inspection or disclosure or (B) result in a waiver violation of any attorney-client Antitrust Laws or other privilege; (ii) contravene to disclose any applicable Law; or privileged information of the MLP Group Entities to the extent such disclosure would result in the loss of such privilege (iii) cause disclosure of any trade secrets, provided that in each such case, it being agreed that the Shareholders and the Company MLP Entities shall cooperate with Purchaser give notice to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent Parent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any fact that it is withholding such access or information provided pursuant and thereafter the MLP Entities shall use their respective reasonable best efforts to this Section 6.1cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to cause such a disclosure, violation or waiver).

Access to Information; Confidentiality. From the date hereof until earlier of the Closing or termination of this AgreementThe Company shall, and the Company shall: (a) shall cause the Subsidiaries to, afford Purchaser and its Representatives reasonable access to and the right to inspect the facilities, assets, premises, books and records, contracts, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financialaccountants, operating counsel, financial advisors and other data representatives, and information related to the Company as Purchaser or any prospective lenders and other financing sources and each of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; providedtheir respective representatives, howeverfull access, that any such investigation shall be conducted during normal business hours upon reasonable advance notice throughout the period prior to the Shareholders RepresentativeClosing, under to the supervision Company’s and the Subsidiaries’ respective properties and facilities (including all owned or leased real property and the buildings, structures, fixtures, appurtenances and improvements erected, attached or located thereon), books, financial information (including working papers and data in the possession of the Company’s personnel or the Subsidiaries’ or their respective independent public accountants, internal audit reports, and in “management letters” from such a manner as not accountants with respect to interfere with the normal operations Company’s or any of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively Subsidiaries’ systems of internal control), Contracts and records of the Company and the Subsidiaries to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser extent necessary to enable Purchaser to enter into appropriate confidentiality make a thorough investigation of the Company’s business, properties, assets and operations, and, during such period, shall furnish promptly such information concerning the businesses, properties and personnel of the Company and the Subsidiaries as Purchaser shall reasonably request; provided, however, such investigation shall not unreasonably disrupt the Company’s operations or similar arrangements so that Purchaser may have reasonable access to such informationinterfere with the conduct of its business. Prior to the Closing, without the prior written consent Company shall generally keep Purchaser informed as to all material matters involving the operations and businesses of the Shareholders RepresentativeCompany and each of the Subsidiaries. The Company shall authorize and direct the appropriate directors, which consent shall not be unreasonably withheldmanagers and employees of each such Subsidiary to discuss matters involving the operations and business of the Company or such Subsidiary, conditioned or delayedas the case may be, with representatives of Purchaser shall not contact any suppliers and its prospective lenders and other financial sources. All nonpublic information provided to, or customers ofobtained by, Purchaser in connection with the transactions contemplated hereby shall be “Information” for purposes of the Confidentiality Agreement dated February 25, 2009 among Purchaser, the Company and the Selling Stockholders (the “Confidentiality Agreement”), the terms of which shall continue in force until the Closing; provided that Purchaser and the Company may disclose such information as may be necessary in connection with seeking necessary consents and approvals as contemplated hereby. If the parties hereto shall have no right fail to perform invasive or subsurface investigations of consummate the facilities. Purchaser shalltransactions contemplated hereby, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement shall, notwithstanding any contrary term thereof, remain in full force and effect for a period of thirty (30) months from the date of this Agreement. Purchaser’s employees, agents, accountants, counsel, financial advisors and representatives, prospective lenders and other financial sources shall comply with respect all of the Company’s regulations made known to any access or information provided pursuant to this Section 6.1them when present at the Company’s facilities.” 5 of 8

Access to Information; Confidentiality. From Between the date hereof until earlier of Agreement Date and the Closing or termination of this AgreementClosing, the Company shall: Parent and its Affiliates will (a) afford Purchaser give Buyer and its officers, directors, employees, agents, counsel, accountants, investment bankers, financial advisors, consultants and financing sources and other Representatives (collectively, the “Buyer Representatives”) reasonable access access, upon reasonable notice and during Parent’s and its Affiliates’ normal business hours, to and the right to inspect the offices, facilities, assetsBooks, premisesRecords and Files of the Business and to the Business’s executive officers, books directors, agents, counsel, accountants, investment bankers, financial advisors and recordsother Representatives (collectively, contractsthe “Business Representatives”), and agreements of the Company; (b) furnish or make available to Buyer and the officers Buyer Representatives such financial and Employees operating data and such other information with respect to the business and operations of the Business available to Purchaser and its as Buyer or the Buyer Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; . Buyer and (d) instruct the Buyer Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that shall conduct any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and activities in such a manner as to minimize any disruption to the Business’s business and not to interfere unreasonably with the normal business or operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted Business or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to timeotherwise cause any unreasonable interference. Notwithstanding anything to the contrary in this Agreementforegoing, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall Parent (not to be unreasonably withheld, conditioned delayed or delayedconditioned), Purchaser neither Buyer nor any Buyer Representative shall not contact any suppliers toemployee, officer, director, independent contractor, supplier, client or customers ofcustomer of Parent or its Affiliates in connection with any information or matter regarding the Business; provided, however, that Buyer or a Buyer Representative may contact such Persons in the ordinary course of Buyer’s business as long as Buyer or such Buyer Representative does not mention, discuss or allude to the transactions contemplated hereby. Notwithstanding the foregoing, Parent may withhold (i) any document or information, the Company and Purchaser shall have no right to perform invasive or subsurface investigations disclosure of the facilities. Purchaser shall, and shall cause its Representatives to, abide by which would conflict with the terms of a confidentiality agreement with a third party in existence as of the date hereof, (ii) information that, if disclosed, would waive an attorney-client or other privilege or would constitute a waiver of rights as to attorney work product or attorney-client privilege, or (iii) 60 information, the disclosure of which poses a material risk of violating applicable Law pursuant to advice of counsel. If any material is withheld by Parent pursuant to the preceding sentence, Parent shall inform Buyer as to the general nature of the material being withheld and the parties shall use reasonable best efforts to make appropriate substitute arrangements under circumstances in which the foregoing limitations would not apply. Notwithstanding anything to the contrary in this Section, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Business, privileged communications or other competitively sensitive information. Each party may also reasonably designate any material provided to the other as “Outside Counsel Only Material” or with similar restrictions (it being understood that such materials and the information contained therein to be provided only to the outside legal counsel of the receiving party and not to be disclosed by such outside legal counsel to employees, officers or directors of the receiving party without the prior written consent of the party providing such materials). Except as otherwise agreed to by Parent, and notwithstanding termination of this Agreement, the terms and provisions of the Confidentiality Agreement, dated as of August 2, 2017 (the “Confidentiality Agreement”), between Buyer and Parent shall apply to all information furnished to Buyer or any Buyer Representative by any Business Representative under this Agreement or the Confidentiality Agreement; provided that Buyer’s obligations under the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1shall terminate at the Closing.

Access to Information; Confidentiality. From the date hereof until earlier of the Closing or termination of this Agreement, the Company shall: (a) afford Purchaser During the Interim Period, Seller shall, and shall cause the Company Entities to permit Buyer and its Representatives authorized agents or Representatives, including its independent accountants, to have reasonable access to and the right to inspect the facilities, assets, premises, books and records, contracts, and agreements of the Company; (b) make the officers and Employees of the Business records available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives Seller of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that any such investigation shall be conducted Entities during normal business hours upon reasonable advance notice to review information and documentation relative to the Shareholders Representativebusiness, under the supervision properties, books, Contracts and other records, including financial information and operating data, of the Company’s Company Entities; provided, that such investigation shall not unreasonably disrupt personnel and in such a manner as not to interfere with the normal operations of the CompanyCompany Entities and shall be at Buyer’s sole cost and expense. All such requests by Purchaser for access pursuant to this Section 6.1 books and records of the Company Entities shall be submitted made to such Representatives of Seller as Seller shall designate, who shall be solely responsible for coordinating all such requests. It is further agreed that none of Buyer, its Affiliates or directed exclusively their respective Representatives shall, prior to the Shareholders RepresentativeClosing Date, contact any of the employees, customers, suppliers, distributors, contractors, lenders, agents or parties (or Representatives of any of the foregoing) that have business relationships with the Company Entities, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, any Governmental Authority or the Shareholders shall be required to disclose any information to Purchaser if such disclosure wouldRepresentatives thereof, in connection with the Shareholders Representative’s sole discretion: (i) result Transaction, whether in a waiver of any attorney-client person or by telephone, mail or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure means of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closingcommunication, without the prior written consent of the Shareholders RepresentativeSeller, which consent shall not be unreasonably withheld, conditioned or delayed. Any access to the books and records of the Company Entities shall require reasonable advance notice by Buyer to Seller. Notwithstanding anything herein to the contrary, Purchaser Seller shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right be required to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to provide any access or information provided pursuant to this Section 6.1Buyer, its Affiliates or any of their respective Representatives, whether during the Interim Period or after the Closing, which Seller reasonably believes it or the Company Entities are prohibited from providing to Buyer, its Affiliates or their respective Representatives by reason of applicable Law, which constitutes or allows access to information protected by attorney-client privilege, or which Seller or its Affiliates (or, prior to the Closing, the Company Entities) are required to keep confidential or prevent access to by reason of any Contract with a third party or which would otherwise expose Seller or its Affiliates (or, prior to the Closing, the Company Entities) to a material risk of Liability.

Access to Information; Confidentiality. From (a) During the date hereof until earlier Interim Period, Buyer may make or cause to be made such review of the Company Entities and their respective assets, financial and legal condition as Buyer deems reasonably necessary or advisable. Sellers shall, and shall cause the Company Entities to permit Buyer and its authorized agents or Representatives, including its independent accountants, to have reasonable access to the properties, books and records of the Company Entities during normal business hours to review information and documentation relative to the properties, books, Contracts and other records of the Company Entities; provided, however, that such investigation shall only be upon reasonable advance notice and shall not unreasonably disrupt personnel and operations of the Company Entities and shall be at Buyer’s sole cost and expense; and provided, further, however, that none of Buyer, its Affiliates or their respective Representatives, shall conduct any subsurface investigation or testing of any environmental media. All requests for access to the offices, properties, books and records of the Company Entities shall be made to such Representatives of Sellers as Sellers shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that none of Buyer, its Affiliates or their respective Representatives shall, prior to the Closing Date, contact any of the customers, suppliers, distributors, contractors, lenders, agents, the Tax Equity Investors or parties (or Representatives of any of the foregoing) that have business relationships with the Company Entities or any Governmental Authority or Representatives thereof, in connection with the transactions contemplated hereby, whether in person or by telephone, mail or other means of communication, without the prior written consent of Sellers (other than the required filings specified in Section 3.6). Any access to the offices, properties, books and records of the Company Entities shall be subject to the following additional limitations: (i) Buyer, its Affiliates, and their respective Representatives, as applicable, shall give Sellers notice of at least two (2) Business Days prior to conducting any inspections or communicating with any third party relating to any property of the Company Entities, and a Representative of Sellers shall have the right to be present when Buyer, its Affiliates or their respective Representatives conducts its or their investigations on such property; (ii) none of Buyer, its Affiliates or their respective Representatives shall damage the property of the Company Entities or any portion thereof; and (iii) Buyer, its Affiliates, and their respective Representatives, as applicable shall (A) use commercially reasonable efforts to perform all on-site reviews and all communications with any Person in an expeditious and efficient manner; and (B) except to the extent resulting from the negligence or willful misconduct of Sellers, any Company Entity, their Affiliates or any of their respective Representatives, indemnify, defend and hold harmless Sellers, the Company Entities their respective Affiliates, and each of their respective and Representatives from and against all Damages to the extent resulting from the activities of Buyer, its Affiliates and their respective Representatives under this paragraph and not resulting from any negligence or willful misconduct of Sellers, any Company Entity, their Affiliates or any of their respective Representatives. The foregoing indemnification obligation shall survive the Closing or termination of this Agreement, the Company shall: (a) afford Purchaser and its Representatives reasonable access to and the right to inspect the facilities, assets, premises, books and records, contracts, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related . Notwithstanding anything herein to the Company as Purchaser contrary, Sellers shall not be required to provide any access or information to Buyer, its Affiliates or any of its Representatives may their respective Representatives, whether during the Interim Period or from and after the Closing, which Sellers reasonably request; and (d) instruct the Representatives of believe they or the Company Entities are prohibited from providing to cooperate with Purchaser in its investigation of the Company; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the CompanyBuyer, its RepresentativesAffiliates or their respective Representatives by reason of applicable Law, the Shareholders Representative, which constitutes or the Shareholders shall be required allows access to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any protected by attorney-client privilege, or other privilege; which Sellers or its Affiliates (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secretsor, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right Entities) are required to perform invasive keep confidential or subsurface investigations prevent access to by reason of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement any Contract with respect to any access or information provided pursuant to this Section 6.1a third party.

Access to Information; Confidentiality. From (a) Subject to applicable Laws relating to the exchange of information, the Company shall, and shall cause each of its Subsidiaries to, afford to RG and RG’s Representatives reasonable access during normal business hours, during the period commencing on the date hereof until and ending on the earlier of the Closing or Effective Time and the termination of this Agreement, to the Company shall: (a) afford Purchaser Company’s and its Subsidiaries’ officers, employees, agents, properties, offices and other facilities and to the Company’s and its Subsidiaries’ books and records and xxxxxxx XX and its Representatives reasonable access with such financial and operating data and other information with respect to the business, personnel, properties and the right to inspect the facilities, assets, premises, books and records, contracts, and agreements Contracts of the Company; (b) make the officers and Employees of the Business available to Purchaser Company and its Representatives Subsidiaries as they RG may from time to time reasonably request; . Notwithstanding the foregoing, (cx) furnish Purchaser and its Representatives with the Company shall not be required to afford such financial, operating and other data and information related access if it would cause a violation of any Material Contract or would cause a loss of attorney/client privilege to the Company or the Company’s Subsidiaries or would constitute a violation of any applicable Laws, provided that the Company shall have used reasonable best efforts to make such disclosure in a form or manner that would not jeopardize such privilege or protection or violate such Law or contractual restriction (including by redacting or otherwise not disclosing any portion thereof the disclosure of which would jeopardize such privilege or entering into a joint defense agreement) and (y) any such investigation or consultation shall be conducted in such a manner so as Purchaser not to interfere unreasonably with the business or operations of the Company or any of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser Subsidiaries or otherwise result in its investigation of the Company; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere significant interference with the prompt and timely discharge by such officers of their normal operations of the Companyduties. All requests by Purchaser for access pursuant The information provided will be subject to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1Agreement, dated as of February 17, 2015, between TCP and the Company, as amended (the “Confidentiality Agreement”).

Access to Information; Confidentiality. From the date hereof until earlier of the Closing or termination of this AgreementThe Company shall, and the Company shall: (a) shall cause the Subsidiaries to, afford Purchaser and its Representatives reasonable access to and the right to inspect the facilities, assets, premises, books and records, contracts, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financialaccountants, operating counsel, financial advisors and other data representatives, and information related to the Company as Purchaser or any prospective lenders and other financing sources and each of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; providedtheir respective representatives, howeverfull access, that any such investigation shall be conducted during normal business hours upon reasonable advance notice throughout the period prior to the Shareholders RepresentativeClosing, under to the supervision Company’s and the Subsidiaries’ respective properties and facilities (including all owned or leased real property and the buildings, structures, fixtures, appurtenances and improvements erected, attached or located thereon), books, financial information (including working papers and data in the possession of the Company’s personnel or the Subsidiaries’ or their respective independent public accountants, internal audit reports, and in “management letters” from such a manner as not accountants with respect to interfere with the normal operations Company’s or any of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively Subsidiaries’ systems of internal control), Contracts and records of the Company and the Subsidiaries to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser extent necessary to enable Purchaser to enter into appropriate confidentiality make a thorough investigation of the Company’s business, properties, assets and operations, and, during such period, shall furnish promptly such information concerning the businesses, properties and personnel of the Company and the Subsidiaries as Purchaser shall reasonably request; provided, however, such investigation shall not unreasonably disrupt the Company’s operations or similar arrangements so that Purchaser may have reasonable access to such informationinterfere with the conduct of its business. Prior to the Closing, without the prior written consent Company shall generally keep Purchaser informed as to all material matters involving the operations and businesses of the Shareholders RepresentativeCompany and each of the Subsidiaries. The Company shall authorize and direct the appropriate directors, which consent shall not be unreasonably withheldmanagers and employees of each such Subsidiary to discuss matters involving the operations and business of the Company or such Subsidiary, conditioned or delayedas the case may be, with representatives of Purchaser shall not contact any suppliers and its prospective lenders and other financial sources. All nonpublic information provided to, or customers ofobtained by, Purchaser in connection with the transactions contemplated hereby shall be “Information” for purposes of the Confidentiality Agreement dated February 25, 2009 among Purchaser, the Company and the Selling Stockholders (the “Confidentiality Agreement”), the terms of which shall continue in force until the Closing; provided that Purchaser and the Company may disclose such information as may be necessary in connection with seeking necessary consents and approvals as contemplated hereby. If the parties hereto shall have no right fail to perform invasive or subsurface investigations of consummate the facilities. Purchaser shalltransactions contemplated hereby, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement shall, notwithstanding any contrary term thereof, remain in full force and effect for a period of two (2) years from the date of this Agreement. Purchaser’s employees, agents, accountants, counsel, financial advisors and representatives, prospective lenders and other financial sources shall comply with respect all of the Company’s regulations made known to any access or information provided pursuant to this Section 6.1them when present at the Company’s facilities.

Access to Information; Confidentiality. (a) From the date hereof until earlier the Closing Date, subject to the provisions of the Closing or termination of this AgreementMutual Nondisclosure Agreement dated July 11, the Company shall: (a) afford 2000, as amended, among Seller, Purchaser and its Representatives Parent (the "NONDISCLOSURE AGREEMENT"), Seller will (i) give Purchaser and Parent, their counsel, financial advisors, auditors and other authorized representatives reasonable access to and the right to inspect the facilitiesoffices, assets, premisesproperties, books and records, contracts, and agreements records of the Company; Acquired Operations and to the books and records of Seller relating to the Acquired Operations, (bii) make furnish, for the officers and Employees of the Business available Acquired Operations, to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financialParent, operating their counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information related relating to the Company Acquired Operations as Purchaser or any of its Representatives such Persons may reasonably request; request and (diii) instruct the Representatives of the Company its employees, counsel and financial advisors, to cooperate with Purchaser and Parent in its their investigation of the Company; provided, however, that any such Acquired Operations. Any investigation pursuant to this Section shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere unreasonably with the normal operations conduct of the CompanyAcquired Operations. All requests by Notwithstanding the foregoing, neither Purchaser for nor Parent shall have access to (A) confidential information that relates to Seller as a whole that is not related to the Acquired Operations, (B) personnel records relating to the Acquired Operations relating to individual performance or evaluation records, medical histories or other information which in Seller's good faith opinion is sensitive or the disclosure of which could subject Seller to risk of liability, unless the applicable Mt. Prospect Employee consents in writing and Seller reasonably believes such consent will negate such risk of liability, (C) any information or materials required to be kept confidential pursuant to this Section 6.1 shall be submitted agreements with third parties or directed exclusively to the Shareholders Representativeby law, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose (D) any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any privileged attorney-client communications or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secretsattorney-work product. In addition, provided that in each such caseon and after the Closing Date, the Shareholders and the Company Seller shall cooperate with permit Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior the items referred to in clause (B) above, but subject to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1conditions specified in clause (B).

Access to Information; Confidentiality. From Subject to applicable Law, between the date hereof until of this Agreement and the earlier of the Closing or Effective Time and the termination of this Agreement pursuant to Section 7.01, upon reasonable notice, the Company shall afford to Parent and Parent’s Representatives reasonable access during normal business hours to the Company’s officers, employees, agents, properties, books, Contracts and records (other than any of the foregoing that relate to the negotiation and execution of this Agreement, or, subject to Section 5.02, to any Takeover Proposal or any other transactions potentially competing with or alternative to the Transactions or proposals from other parties relating to any competing or alternative transactions) and the Company shall: (a) afford Purchaser shall furnish promptly to Parent and Parent’s Representatives such information concerning its Representatives reasonable access to and the right to inspect the facilitiesbusiness, personnel, assets, premises, books liabilities and records, contracts, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives properties as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives Parent may reasonably request; provided that Parent and (d) instruct the its Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that shall conduct any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and activities in such a manner as not to interfere unreasonably with the normal business or operations of the Company; provided further, however, that the Company shall not be obligated to provide such access or information if the Company determines, in its reasonable judgment, that doing so is reasonably likely to (i) violate applicable Law or an applicable Judgment, (ii) jeopardize the protection of an attorney-client privilege, attorney work product protection or other legal privilege or (iii) expose the Company to risk of liability for disclosure of sensitive or personal information. In any such event, the Company shall use its reasonable efforts to communicate, to the extent feasible, the applicable information in a way that would not violate the applicable Law, Contract or obligation or risk waiver of such privilege or protection or risk such liability, including entering into a joint defense agreement, common interest agreement or other similar arrangement. All requests by Purchaser for access information made pursuant to this Section 6.1 5.05 shall be submitted or directed exclusively to the Shareholders Representative, executive officer or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of Person designated by the Company. Until the Effective Time, its Representatives, the Shareholders Representative, or the Shareholders shall all information provided will be required subject to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the letter agreement dated as of January 5, 2016 by and among the Company and Parent (the “Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1Agreement”). 42 SECTION 5.06.

Access to Information; Confidentiality. From Between the date hereof until earlier of Agreement Date and the Closing (or termination of this Agreementthe Delayed Closing or Later Closing only with respect to the Assets not transferred prior to the Delayed Closing or Later Closing, the Company shall: respectively), Parent and its Affiliates will (a) afford Purchaser give Buyer and its officers, directors, employees, agents, counsel, accountants, investment bankers, financial advisors, consultants and financing sources and other Representatives (collectively, the “Buyer Representatives”) reasonable access access, upon reasonable notice and during Parent’s and its Affiliates’ normal business hours, to and the right to inspect the offices, facilities, assetsBooks, premisesRecords and Files of the Business and to the Business’s executive officers, books directors, agents, counsel, accountants, investment bankers, financial advisors and recordsother Representatives (collectively, contractsthe “Business Representatives”), and agreements of the Company; (b) furnish or make available to Buyer and the officers Buyer Representatives such financial and Employees operating data and such other information with respect to the business and operations of the Business available to Purchaser and its as Buyer or the Buyer Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; . Buyer and (d) instruct the Buyer Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that shall conduct any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and activities in such a manner as to minimize any disruption to the Business’s business and not to interfere unreasonably with the normal business or operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted Business or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to timeotherwise cause any unreasonable interference. Notwithstanding anything to the contrary in this Agreementforegoing, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall Parent (not to be unreasonably withheld, conditioned delayed or delayedconditioned), Purchaser neither Buyer nor any Buyer Representative shall not contact any suppliers toemployee, officer, director, independent contractor, supplier, client or customers ofcustomer of Parent or its Affiliates in connection with any information or matter regarding the Business; provided, however, that Buyer or a Buyer Representative may contact such Persons in the ordinary course of Buyer’s business as long as Buyer or such Buyer Representative does not mention, discuss or allude to the transactions contemplated hereby. Notwithstanding the foregoing, Parent may withhold (i) any document or information, the Company and Purchaser shall have no right to perform invasive or subsurface investigations disclosure of the facilities. Purchaser shall, and shall cause its Representatives to, abide by which would conflict with the terms of a confidentiality agreement with a third party in existence as of the Agreement Date, (ii) information that, if disclosed, would waive an attorney-client or other privilege or would constitute a waiver of rights as to attorney work product or attorney-client privilege, or (iii) information, the disclosure of which poses a material risk of violating applicable Law pursuant to advice of counsel. If any material is withheld by Parent pursuant to the preceding sentence, Parent shall inform Buyer as to the general nature of the material being withheld and the parties shall use reasonable best efforts to make appropriate substitute arrangements under circumstances in which the foregoing limitations would not apply. Notwithstanding anything to the contrary in this Section, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Business, privileged communications or other competitively sensitive information. Each party may also reasonably designate any material provided to the other as “Outside Counsel Only Material” or with similar restrictions (it being understood that such materials and the information contained therein to be provided only to the outside legal counsel of the receiving party and not to be disclosed by such outside legal counsel to employees, officers or directors of the receiving party without the prior written consent of the party providing such materials). Except as otherwise agreed to by Parent, and notwithstanding termination of this Agreement, the terms and provisions of the Confidentiality Agreement, dated as of August 2, 2017 (the “Confidentiality Agreement”), between Buyer and Parent shall apply to all information furnished to Buyer or any Buyer Representative by any Business Representative under this Agreement or the Confidentiality Agreement; provided that Buyer’s obligations under the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1shall terminate at the Closing.

Access to Information; Confidentiality. From the date hereof until earlier of the Closing or termination of this Agreement, the Company shall: (a) afford During the period from the date of this Agreement through the Closing Date, the Seller shall cause the Target Companies to give the Purchaser and its Representatives agents and authorized representatives (including prospective lenders) reasonable access in accordance with the terms of the Confidentiality Agreement (as defined below) to and the right to inspect the facilities, assets, premisesall offices, books and records, contractsofficers, employees and agreements advisors of the Company; (b) make Target Companies as the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and request (dupon reasonable prior notice) instruct the Representatives of the Company to cooperate with during normal business hours. The Purchaser in its investigation of the Company; provided, however, covenants that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere with unreasonably disrupt the normal operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to timeTarget Companies. Notwithstanding anything to the contrary in this Agreementcontrary, none nothing herein shall be construed as granting the Purchaser or its representatives access to any Real Property for purposes of performing environmental testing, assessment, investigation, sampling or testing without the prior written approval of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure wouldSeller, in the Shareholders Representative’s its sole discretion: . (ib) result in a waiver From and after the Closing Date but solely with respect to transactions of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders Target Companies occurring prior to and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior relating to the Closing, without (i) for any reasonable business purpose, (ii) to the prior written consent extent necessary for the preparation of financial statements, regulatory filings or Tax returns of the Shareholders RepresentativeSeller or their Affiliates, (iii) in connection with any Proceeding or (iv) in connection with the determination of any matter relating to the rights or obligations of the Seller or any of their Affiliates under this Agreement or any of the other Transaction Documents to which consent shall not be unreasonably withheldthey are party, conditioned or delayedincluding, without limitation, the Seller’s rights under Section 5.16, the Purchaser shall give the Seller and its agents and authorized representatives reasonable access to all offices, facilities, books and records, officers, employees and advisors of the Target Companies, as the Seller may reasonably request (upon reasonable prior notice) during normal business hours; provided, however, that the Purchaser is not contact under any suppliers toobligation to disclose to the Seller or any such representative any information the disclosure of which is restricted by contract or applicable Law or could compromise any applicable privilege (including the attorney-client privilege). The Seller covenants that any investigation shall be conducted in such a manner as not to unreasonably disrupt the normal operations of the Target Companies. (c) Until the Closing, any information provided to or customers obtained by the Purchaser relating to the Seller, the Target Companies and any of their respective Affiliates shall be deemed confidential information as described in the Confidentiality Agreement dated as of December 7, 2016, between the Company and the Purchaser (the “Confidentiality Agreement”), and shall be held by the Purchaser in accordance with, and be subject to the terms of, the Company and Purchaser shall have no right Confidentiality Agreement. Notwithstanding anything to perform invasive or subsurface investigations of the facilities. Purchaser shallcontrary, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1.and provisions

Access to Information; Confidentiality. From Until the date hereof until earlier to occur of the Closing or and the termination of this AgreementAgreement in accordance with its terms, the Company shall: (a) afford Purchaser Buyer and its Representatives representatives (including any financing sources and their respective representatives) shall continue to have reasonable access to and the right to inspect the facilities, assets, premises, books and records, contracts, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representativefacilities, under the supervision books and records (consistent with applicable Law regarding privacy) of the Company’s personnel Company and its Subsidiaries to conduct such inspections as Buyer may reasonably request. Any inspection pursuant to this Section 6.2 will be conducted in such a manner so as not to interfere unreasonably with the normal operations conduct of the Company. All requests by Purchaser for access pursuant businesses of the Company and its Subsidiaries and in no event will any provision hereof be interpreted to this Section 6.1 shall be submitted require the Company or directed exclusively its Subsidiaries to the Shareholders Representativepermit any inspection, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure wouldinformation, that the Company determines in the Shareholders Representative’s sole discretion: (i) result in a waiver of good faith may waive any attorney-client or similar privilege that it or its Subsidiaries may hold or conflict with any of its obligations, or the obligations of its Subsidiaries, with respect to confidentiality. The foregoing notwithstanding, neither Buyer nor any of its representatives shall contact any of the employees (other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, than the Shareholders and senior officers identified by the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality Buyer), landlords, customers or similar arrangements so that Purchaser may have reasonable access to such information. Prior to suppliers of the Closing, Company or its Subsidiaries without the prior written consent of the Shareholders RepresentativeCompany, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact ; it being acknowledged that any suppliers to, or customers of, and all such contacts will be arranged by and coordinated with the Company and Purchaser the Company shall have no right cooperate in good faith with Buyer to perform invasive or subsurface investigations of the facilitiesfacilitate such contact as may be reasonably requested by Buyer. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or All information provided exchanged pursuant to this Section 6.16.2 shall be subject to the Non-Disclosure Agreement, dated as of December 22, 2014 between the DMS Health Technologies, Inc. and Digirad Corporation (the “Confidentiality Agreement”).

Access to Information; Confidentiality. From the date hereof until earlier of the Closing or termination of this AgreementSubject to applicable Law, upon reasonable notice, the Company shall: (a) shall afford Purchaser to Parent and its Parent’s Representatives reasonable access to and the right to inspect the facilities, assets, premises, books and records, contracts, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel officers, employees, agents, properties, books, Contracts and records and the Company shall furnish promptly to Parent and Parent’s Representatives such information concerning its business, personnel, assets, liabilities and properties as Parent may reasonably request. Parent and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the normal business or operations of the Company. All requests The Company shall not be obligated to provide such access or information if the Company determines, in its reasonable judgment, that doing so would reasonably be expected to violate applicable Law or a Contract or obligation of confidentiality owing to a third party, waive the protection of an attorney-client privilege, work product doctrine or other legal privilege or expose the Company to risk of liability for disclosure of sensitive or personal information. Without limiting the foregoing, in the event that the Company does not provide access or information in reliance on the immediately preceding sentence, it shall provide notice to Parent that it is withholding such access or information and shall use its reasonable efforts to communicate, to the extent feasible, the applicable information in a way that would not violate the applicable Law, Contract or obligation or risk waiver of such privilege. For the avoidance of doubt, until the Effective Time, all information provided by Purchaser for access or on behalf of the Company or its Subsidiaries pursuant to this Section 6.1 shall 5.06 or pursuant to Section 5.02 will be submitted or directed exclusively subject to the Shareholders Representativeterms of the Confidentiality Agreement, or such other individuals as the Shareholders Representative may designate which shall remain in writing from time to time. Notwithstanding full force and effect in accordance with its terms; provided, that, notwithstanding anything to the contrary in this the Confidentiality Agreement, none of it is expressly acknowledged and agreed by each party hereto that, from and after the Companydate hereof, its Representativesfor all purposes hereunder and under the Confidentiality Agreement, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, restrictions in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms paragraph 11 of the Confidentiality Agreement with respect shall be deemed to any access or information provided pursuant to this Section 6.1have expired and been terminated and be of no further force and effect.

Access to Information; Confidentiality. From The Company and the date hereof until earlier of the Closing or termination of this Agreement, the Company shall: (a) Subsidiaries shall afford Purchaser to Buyer and its Representatives accountants, counsel, financial advisors and other representatives, and to prospective financing sources, investors and placement agents and each of their respective representatives (collectively, “Buyer’s Representatives”), reasonable access to and the right to inspect the facilities, assets, premises, books and records, contracts, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice throughout the period prior to the Shareholders RepresentativeClosing, under to the supervision Company’s and Subsidiaries’ properties and facilities (including all Company Properties and the buildings, structures, fixtures, appurtenances and Improvements erected, attached or located thereon), books, financial information, Contracts and records of the Company and the Subsidiaries and, during such period, shall furnish promptly such information concerning the businesses, properties and personnel of the Company and the Subsidiaries as Buyer shall reasonably request; provided, that (a) such investigation shall not unreasonably disrupt the Company and the Subsidiaries’ operations, (b) the Company and the Subsidiaries shall not be required to violate any obligation of confidentiality, Order or Law to which the Company or any Subsidiary is subject or to waive any privilege which any of them may possess in discharging its obligations pursuant to this Section 6.1, (c) the Company and the Subsidiaries shall not be required to furnish or otherwise make available customer-specific data or competitively sensitive information, and (d) the Company and the Subsidiaries may condition such access on the presence of certain representatives of the Company. In addition, prior to the Closing, the Company and the Subsidiaries shall afford to Buyer and to Buyers’ Representatives the opportunity to meet with and to discuss their relationships post-Closing with Significant Providers, IC Representatives, other service providers and other material personnel of the Company and the Subsidiaries; provided, that representatives of the Company and the Subsidiaries shall have the opportunity to be present at any such meeting. Prior to the Closing, the Company and the Subsidiaries shall keep Buyer reasonably informed as to all material matters involving the operations and businesses of each of the Company and the Subsidiaries and Buyer shall, at the request of the Company, have a Buyer’s personnel Representative on location at the Company’s principal office location during regular business hours, who shall have substantial authority to grant consent to the matters requiring Buyer’s consent under Section 6.2; provided that such Buyer’s Representative shall not in any way interfere with the ongoing business and operations of the Company and the Subsidiaries. The Company and the Subsidiaries shall assist the Buyer with discussions with, and presentations to, its prospective financing sources, investors or placement agents regarding the Company and the Subsidiaries. Buyer hereby acknowledges and agrees that any access or communications pursuant to this Section 6.1 shall be conducted in such a manner as not to interfere unreasonably with the normal operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without any non-public information provided to or obtained by Buyer pursuant to this Section 6.1 will be subject to the prior written consent of the Shareholders RepresentativeLetter Agreement, which consent shall not be unreasonably withhelddated January 19, conditioned or delayed2018, Purchaser shall not contact any suppliers to, or customers of, between the Company and Purchaser shall have no right to perform invasive or subsurface investigations of Parent (the facilities. Purchaser shall“Confidentiality Agreement”), and shall cause its Representatives to, abide must be held by Buyer in accordance with and be subject to the terms of the Confidentiality Agreement with respect to any access or Agreement. No information provided to or obtained by Buyer pursuant to this Section 6.16.1 or otherwise shall limit or otherwise affect the remedies available hereunder to Buyer (including Buyer’s right to seek indemnification pursuant to Article VIII), or the representations or warranties of, or the conditions to the obligations of, the parties.

Access to Information; Confidentiality. From the date hereof until earlier of the Closing or termination of this Agreement(a) Subject to compliance with applicable Laws, the Company shall: (a) afford Purchaser and its Representatives reasonable access to and the right to inspect the facilities, assets, premises, books and records, contracts, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause each of its Representatives Subsidiaries to, abide afford to Parent and to Parent’s officers, employees, investment bankers, attorneys, accountants, consultants and other representatives and advisors full access upon reasonable advance notice and during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all their respective properties, assets, books, records, Contracts, Permits, documents, information, directors, officers and employees, and during such period the Company shall, and shall cause each of its Subsidiaries to, make available to Parent any information concerning its business as Parent may reasonably request (including the work papers of PricewaterhouseCoopers LLP, subject to the customary requirements of PricewaterhouseCoopers LLP). Following the date of this Agreement and prior to the Effective Time, Parent may (but shall not be required to), following reasonable notice to the Company, contact and interview any Company Personnel and review the personnel records and such other information concerning the Company Personnel as Parent may reasonably request. No investigation by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives and no other receipt of information by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall operate as a waiver or otherwise affect any representation, warranty, covenant, agreement or other provision of this Agreement, or the terms obligations of the Confidentiality Agreement parties (or remedies with respect thereto) or the conditions to the obligations of the parties under the Agreement. Except as required by 58 any access applicable Law or Judgment, Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information provided pursuant to this Section 6.1received from the Company confidential in accordance with the Confidentiality Agreement.

Access to Information; Confidentiality. From Between the date hereof until earlier of Agreement Date and the Closing or termination of this AgreementClosing, the Company shall: Parent and its Affiliates will (a) afford Purchaser give Buyer and its officers, directors, employees, agents, counsel, accountants, investment bankers, financial advisors, consultants and financing sources and other Representatives (collectively, the “Buyer Representatives”) reasonable access access, upon reasonable notice and during Parent’s and its Affiliates’ normal business hours, to and the right to inspect the offices, facilities, assetsBooks, premisesRecords and Files of the Business and to the Business’s executive officers, books directors, agents, counsel, accountants, investment bankers, financial advisors and recordsother Representatives (collectively, contractsthe “Business Representatives”), and agreements of the Company; (b) furnish or make available to Buyer and the officers Buyer Representatives such financial and Employees operating data and such other information with respect to the business and operations of the Business available to Purchaser and its as Buyer or the Buyer Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; . Buyer and (d) instruct the Buyer Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that shall conduct any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and activities in such a manner as to minimize any disruption to the Business’s business and not to interfere unreasonably with the normal business or operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted Business or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to timeotherwise cause any unreasonable interference. Notwithstanding anything to the contrary in this Agreementforegoing, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall Parent (not to be unreasonably withheld, conditioned delayed or delayedconditioned), Purchaser neither Buyer nor any Buyer Representative shall not contact any suppliers toemployee, officer, director, independent contractor, supplier, client or customers ofcustomer of Parent or its Affiliates in connection with any information or matter regarding the Business; provided, however, that Buyer or a Buyer Representative may contact such Persons in the ordinary course of Buyer’s business as long as Buyer or such Buyer Representative does not mention, discuss or allude to the transactions contemplated hereby. Notwithstanding the foregoing, Parent may withhold (i) any document or information, the Company and Purchaser shall have no right to perform invasive or subsurface investigations disclosure of the facilities. Purchaser shall, and shall cause its Representatives to, abide by which would conflict with the terms of a confidentiality agreement with a third party in existence as of the date hereof, (ii) information that, if disclosed, would waive an attorney-client or other privilege or would constitute a waiver of rights as to attorney work product or attorney-client privilege, or (iii) information, the disclosure of which poses a material risk of violating applicable Law pursuant to advice of counsel. If any material is withheld by Parent pursuant to the preceding sentence, Parent shall inform Buyer as to the general nature of the material being withheld and the parties shall use reasonable best efforts to make appropriate substitute arrangements under circumstances in which the foregoing limitations would not apply. Notwithstanding anything to the contrary in this Section, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Business, privileged communications or other competitively sensitive information. Each party may also reasonably designate any material provided to the other as “Outside Counsel Only Material” or with similar restrictions (it being understood that such materials and the information contained therein to be provided only to the outside legal counsel of the receiving party and not to be disclosed by such outside legal counsel to employees, officers or directors of the receiving party without the prior written consent of the party providing such materials). Except as otherwise agreed to by Parent, and notwithstanding termination of this Agreement, the terms and provisions of the Confidentiality Agreement, dated as of August 2, 2017 (the “Confidentiality Agreement”), between Buyer and Parent shall apply to all information furnished to Buyer or any Buyer Representative by any Business Representative under this Agreement or the Confidentiality Agreement; provided that Buyer’s obligations under the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1shall terminate at the Closing.

Access to Information; Confidentiality. From (a) Subject to applicable Law and confidentiality agreements, from the date hereof until earlier of the Closing or termination of this AgreementEffective Time, promptly following notice from Parent to the Company, the Company shall: (a) afford Purchaser , and shall cause its Subsidiaries and the officers, directors, employees, auditors and agents of the Company and its Representatives Subsidiaries to, afford Parent reasonable access during normal business hours to the officers, employees, agents, properties, offices, plants and the right to inspect the other facilities, assets, premises, books and records, contracts, records of the Company and agreements each Subsidiary of the Company; . Notwithstanding the foregoing, neither Parent nor any of its representatives shall (bi) make the officers and Employees contact or have any discussions with any of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser Company's or any of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; providedSubsidiaries' employees, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representativeagents, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreementrepresentatives, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that unless in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without case Parent obtains the prior written consent of the Shareholders RepresentativeCompany, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser (ii) contact or have any discussions with any of the property managers, landlords/sublandlords, tenants/subtenants, or licensees or franchisees of the Company or its Subsidiaries, unless in each case Parent obtains the prior written consent of the Company, which shall not contact be unreasonably withheld, conditioned or delayed, (iii) damage any suppliers toproperty or any portion thereof, or customers of(iv) perform any onsite inspection, procedure or investigation (including any onsite environmental investigation or study) without the prior written consent of the Company; provided, however, Parent agrees to indemnify and hold the Company and Purchaser its Subsidiaries and Affiliates harmless for any damages, claims, or losses that Parent or its representatives cause in the course of or result directly or indirectly from any inspection, procedure or investigation that Parent or its representatives perform pursuant hereto. Subject to the foregoing, Parent shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Parent or its representatives intend to conduct. The Company shall be entitled to have no right representatives present at all times during any such inspection. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to perform invasive provide access or subsurface investigations to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the facilitiesCompany or its Subsidiaries or contravene any Law or binding agreement. Purchaser shallThe Company shall use commercially reasonable efforts to request each company which manages any Company Property to provide information to the Parent Parties concerning such properties, the management thereof and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1all other matters related thereto.

Access to Information; Confidentiality. (a) From the date hereof until the earlier of the Closing Effective Time or termination of the date on which this AgreementAgreement is terminated in accordance with its terms, the Company shall: (a) , and shall cause each Subsidiary of the Company and each of their respective Representatives to, afford Purchaser to Parent and its Representatives reasonable access (at Parent’s sole cost and expense) at reasonable times, and upon reasonable advance notice, to the Company’s and its Subsidiaries’ properties, officers, employees, agents, offices and other facilities, books, Contracts and records (including Tax Returns) and the right Company and its Subsidiaries shall furnish promptly to inspect the Parent such information concerning its business, properties, offices and other facilities, Contracts, assets, premisesliabilities, books employees, officers and records, contracts, and agreements other aspects of the Company; (b) make the officers Company and Employees each Subsidiary of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser Parent or any of its Representatives may reasonably requestrequest (including information with respect to revenues); provided that Parent and (d) instruct the its Representatives of the Company shall use commercially reasonable efforts to cooperate with Purchaser in its investigation of the Company; provided, however, that conduct any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and activities in such a manner as not to interfere unreasonably with the normal business or operations of the Company. All requests by Purchaser Company or any of its Subsidiaries; provided, further, (i) that the Company shall not be obligated to provide such access or information if the Company determines, based on advice of counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third party, jeopardize the protection of the attorney-client privilege, or expose such party to risk of liability for access pursuant to this Section 6.1 disclosure of sensitive or personal information and (ii) the conduct of such activities shall be submitted or directed exclusively subject to the Shareholders Representativerights and obligations of the Company referred to in the final proviso of the final sentence of Section 5.4(c) hereof. Until the Effective Time, or such other individuals the information provided will be subject to the terms of the confidentiality agreement, dated as of August 30, 2016, between SteelRiver Operations LP and the Shareholders Representative Company (as it may designate in writing be amended from time to time. Notwithstanding anything to , the contrary in this “Confidentiality Agreement”), none and, without limiting the generality of the Companyforegoing, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders Parent and the Company shall cooperate with Purchaser not, and Parent and the Company shall cause their respective Representatives not to, use such information for any purpose unrelated to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser the consummation of the Transactions. Parent may have reasonable provide access to such information. Prior non-public information concerning the Company to rating agencies and financing parties subject to the Closing, without the prior written consent receipt of confidentiality undertakings of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of type set forth in the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1Agreement.

Access to Information; Confidentiality. From The Company shall, and shall cause its officers, employees, accountants, counsel, consultants, financial advisors and other Representatives to, afford to Parent, and to Parent’s officers, employees, accountants, counsel, consultants, financial advisors and other Representatives, reasonable access during normal business hours during the date hereof until period prior to the earlier of the Closing or Effective Time and the termination of this AgreementAgreement to all of its and its Subsidiaries’ properties, books and records and to those employees and Representatives of the Company to whom Parent requests access, and, during such period, the Company shall: (a) afford Purchaser and its Representatives reasonable access shall furnish to and the right to inspect the facilitiesParent, assetsas promptly as reasonably practicable, premises, books and records, contracts, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such all financial, operating and other data and information related to concerning its and its Subsidiaries’ business, properties and personnel that are in the possession, custody or control of the Company as Purchaser Parent through its officers, employees, accountants, counsel, consultants, financial advisors and other Representatives may reasonably request (it being agreed, however, that the foregoing shall not permit Parent or any such Representatives to conduct any Phase II environmental assessment). Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information where the Company reasonably determines that such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Representatives may reasonably request; and Subsidiaries or conflict with or violate any Law (dincluding antitrust Laws) instruct the Representatives of or any Contract to which the Company to cooperate with Purchaser in or any of its investigation of Subsidiaries is a party (provided that the Company; provided, however, that any such investigation Company shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such event use reasonable best efforts to avoid such constraints on disclosure, including entering into a manner as not to interfere with the normal operations of the Companyjoint defense agreement in customary form). All requests by Purchaser for No investigation or access permitted, or knowledge obtained, pursuant to this Section 6.1 6.02 shall affect or be submitted deemed to modify any representation, warranty, covenant or directed exclusively agreement made by the Company hereunder or otherwise prejudice in any way the rights and remedies of Parent or Merger Sub hereunder, nor shall any such investigation, access or knowledge be deemed to affect or modify Parent’s or Merger Sub’s reliance on the Shareholders Representativerepresentations, or such other individuals as warranties, covenants and agreements made by the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary Company in this Agreement. Except for disclosures expressly permitted by the Confidentiality Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure wouldParent shall, in accordance with the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secretsConfidentiality Agreement, provided that in each such case, the Shareholders keep confidential and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shalldisclose, and shall cause its officers, employees, accountants, counsel, consultants, financial advisors and other Representatives toto keep confidential and not disclose, abide by the terms of all Confidential Information (as defined in the Confidentiality Agreement with respect to any access Agreement) directly or information provided pursuant to this Section 6.1indirectly received from the Company or its Representatives.

Access to Information; Confidentiality. From the date hereof until earlier of the Closing or termination of this Agreement, the Company shall: (a) afford From and after the date of this Agreement upon reasonable prior written notice and subject to the terms of the Confidentiality Agreement the Company will (i) give Parent and Purchaser and its Representatives their authorized accountants, investment bankers, counsel and other representatives reasonable access (during regular business hours upon reasonable notice) to members of the Company's management, plants, offices, warehouses and the right other facilities and to inspect the facilities, assets, premises, books and recordsall books, contracts, commitments and agreements records (including Tax returns) of the Company and its Subsidiaries and cause the Company; 's and its Subsidiaries' independent public accountants to provide access to their work papers and such other information as Parent or Purchaser may reasonably request, (bii) permit Parent and Purchaser to make the such reasonable inspections as they may reasonably require, and (iii) cause its officers and Employees those of its Subsidiaries to furnish Parent and Purchaser with such financial and operating data and other information with respect to the business, properties and Personnel of the Business available to Purchaser Company and its Representatives Subsidiaries as they Parent or Purchaser may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct . Notwithstanding the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; providedforegoing, however, that any such investigation or consultation shall not include any invasive testing or environmental sampling of any kind and shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere unreasonably with the normal business or operations of the CompanyCompany or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal duties. All requests by Purchaser for Neither the Company nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its Subsidiaries (provided, that the Company shall use its reasonable best efforts to put in place an arrangement to permit such disclosure without loss of attorney-client privilege, to the extent possible) or contravene any law or binding agreement entered into prior to the date of this Agreement (provided that the Company shall use its reasonable best efforts to permit such disclosure without contravening such law or violating such agreement). No investigation pursuant to this Section 6.1 6.03 or otherwise shall be submitted affect any representation or directed exclusively warranty in this Agreement or any condition to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none obligations of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1parties hereto.

Access to Information; Confidentiality. From SRGL and its Subsidiaries shall afford to Investors and to the date hereof until earlier respective officers, directors, employees, affiliates, financing sources and authorized advisors, representatives and other agents of Investors reasonable access during the period prior to the Closing or termination Date to all of this Agreementits properties, the Company shall: (a) afford Purchaser and its Representatives reasonable access to and the right to inspect the facilities, assets, premises, books and recordsbooks, contracts, commitments, records, data, systems, personnel, consultants (including actuarial consultants), auditors and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser advisors and, during such period, SRGL and its Representatives Subsidiaries shall furnish to Investors and to their respective officers, directors, employees, affiliates financing sources and authorized advisors representatives and other agents such information concerning its business, properties, financial condition, operations and personnel as they Investors may from time to time reasonably request; (c) furnish Purchaser and its Representatives with , other than any such financialproperties, operating and other data books, contracts, commitments, records and information related that (a) are subject to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any an attorney-client or other privilege; legal privilege which SRGL and its legal counsel reasonably believe will be impaired by such disclosure or (b) are subject to an obligation of confidentiality, provided that SRGL will use commercially reasonable efforts to have any such obligation of confidentiality waived if Investors so request. In addition, notwithstanding the foregoing, in fulfilling its obligations under this Section 6.1, neither SRGL nor any of its Subsidiaries shall be required to (i) violate any applicable Law or (ii) contravene furnish or otherwise make available to Investors customer-specific data or competitively sensitive information relating to areas of their business in which Investors or their respective affiliates compete against SRGL or any applicable Law; or (iii) cause disclosure of any trade secretsits Subsidiaries. Furthermore, provided that in each such case, the Shareholders and the Company Investors shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closingnot, without the prior written consent of the Shareholders RepresentativeSRGL, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact or communicate with any suppliers tovendor, customer, Employee or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations other business partner of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement SRGL with respect to any or in connection with the transactions contemplated hereby. Investors agree that their access to such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of SRGL and its Subsidiaries. All requests for access or information provided pursuant to this Section 6.1 shall be directed to such person or persons as SRGL shall designate. Without limiting the terms thereof, the Confidentiality Agreements shall govern the obligations of the respective Investors party thereto and their respective officers, directors, employees, affiliates, financing sources and authorized advisors, representatives and other agents with respect to all information of any type furnished or made available to them pursuant to this Section 6.1.

Access to Information; Confidentiality. From The Company shall afford to Parent, and to Parent’s officers, employees, accountants, counsel, consultants, financial advisors and other Representatives, reasonable access consistent with applicable Law (including for the purpose of (i) coordinating transition planning related to the matters contemplated in this Agreement and (ii) if required for the Debt Financing or any Alternative Debt Financing, conducting non-invasive and non-destructive evaluations and assessments of the environmental conditions of the Owned Real Property and the Leased Real Property of the Company and its Subsidiaries for the purpose of identifying Releases of Hazardous Materials or any violations of Environmental Laws), during normal business hours and upon reasonable prior notice to the Company during the period from the date hereof until the Effective Time or the earlier of the Closing or termination of this AgreementAgreement pursuant to Section 8.01, the Company shall: (a) afford Purchaser to all of its and its Representatives reasonable access to Subsidiaries’ properties, books, Contracts, commitments, personnel and the right to inspect the facilities, assets, premises, books and records, contracts, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives records as they Parent may from time to time reasonably request; , and during such period, the Company shall furnish promptly to Parent (cA) furnish Purchaser a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities Laws other than such documents publicly filed with or furnished to the SEC, and (B) all other information concerning its and its Representatives with such financialSubsidiaries’ business, operating properties and other data and information related to the Company personnel as Purchaser or any of its Representatives Parent may reasonably request; and (d) instruct the Representatives . Notwithstanding any of the Company to cooperate with Purchaser in its investigation of the Company; providedforegoing, however, that any such investigation or consultation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere unreasonably with the normal business or operations of the CompanyCompany or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by their respective employees of their normal duties, and this Section 6.02 does not authorize, and the Parties agree that there shall not be, any invasive or destructive environmental testing or sampling of the Owned Real Property or the Leased Real Property. All requests by Purchaser for access If any of the information or material furnished pursuant to this Section 6.1 shall be submitted 6.02 includes material or directed exclusively information subject to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened Legal Proceedings or governmental investigations, each Party understands and agrees that the Parties have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the Parties that the sharing of such material or information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege; (ii) contravene any . All such information provided by the Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable Law; or (iii) cause disclosure of any trade secretsprivilege shall remain entitled to such protection under these privileges, provided this Agreement and the joint defense doctrine. The parties acknowledge that in each such case, the Shareholders Parent and the Company have previously executed a confidentiality agreement, dated as of April 17, 2013 (the 42 “Confidentiality Agreement”), which Confidentiality Agreement shall cooperate continue in full force and effect in accordance with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser its terms (as such terms may have reasonable access to such information. Prior to the Closingbeen amended), without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1except as expressly modified herein.

Access to Information; Confidentiality. From Prior to the date hereof until earlier of the Closing or termination of this AgreementClosing, the Company shall: (a) afford CNS shall give Purchaser and its Representatives reasonable authorized representatives complete access to and the right to inspect the facilitiesall of its personnel, assetsbooks, premises, books and records, contractsplants, offices and other facilities and properties relating to the Business and permit Purchaser to make such inspections thereof as Purchaser may request, and agreements of the Company; (b) make the officers cause their officers, employees and Employees of the Business available advisors to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data information regarding the Business, and information related all agreements, commitments, liabilities, personnel and properties relating to the Company Business as Purchaser or any may request. Prior to the Closing, Xxxxxxx Neurosurgical shall give Purchaser and its authorized representatives complete access to all of its Representatives may reasonably request; personnel that work in the Business and (d) instruct to its books, records and customer lists relating to the Representatives Assets and the Business. Purchaser acknowledges that certain of the Company information which may be made available to cooperate it is proprietary and includes confidential information. Purchaser shall use such information only in connection with Purchaser the transactions contemplated hereunder, shall hold all such information in its investigation confidence and shall not disclose it to any person before the Closing (or at any time if this Agreement fails to close) without the approval of the CompanySellers; provided, however, that the foregoing restriction shall not apply to any such investigation shall be conducted during normal business hours upon reasonable advance notice information which is or becomes publicly known or which is lawfully obtained from a third party or to the Shareholders Representative, under the supervision of the Company’s personnel and any disclosure required by law or in such a manner as not to interfere connection with the normal operations enforcement of Purchaser's rights under this Agreement or any Transaction Document. If the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall transactions contemplated hereby are not be unreasonably withheld, conditioned or delayedconsummated, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser return to CNS all documents containing proprietary information. Sellers shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, hold in confidence and shall cause return all confidential or proprietary information pertaining to Purchaser (or any of its Representatives to, abide by affiliates) which may be made available to Sellers to the terms of the Confidentiality Agreement same extent as set forth above with respect to any access or proprietary information provided pursuant to this Section 6.1regarding Sellers.

Access to Information; Confidentiality. (a) From the date hereof of this Agreement until earlier of the Closing Date, subject to applicable Laws relating to the exchange or termination disclosure of this Agreementinformation, the Company shall: (a) shall afford Purchaser to the Buyer and its Representatives the Buyer’s representatives reasonable access during normal business hours after reasonable prior notice to and the right to inspect the facilitiesInterfaceFABRIC Companies’ properties, assetsbooks, premisesContracts, books employees and records, contractsand the Seller and the Company shall (i) furnish promptly to the Buyer information concerning its and its Subsidiaries’ business and Real Property as the Buyer may reasonably request and (ii) promptly notify the Buyer in writing of (A) any Material Adverse Effect, and agreements (B) any information that, if known on the date hereof, would have been required to be disclosed in the Schedules to this Agreement in order for the representations and warranties set forth herein to be true as of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Companydate hereof; provided, however, that any the Company shall not be obligated to provide such investigation shall be conducted during normal business hours upon reasonable advance notice to access or information if the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure wouldCompany determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party or jeopardize the Shareholders Representative’s sole discretion: (i) result in a waiver protection of any an attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the ClosingClosing Date, (x) Buyer shall not be permitted to, without the prior written consent of the Shareholders Representative, Company and the Seller’s Chief Executive Officer or Chief Financial Officer (which consent may be conditioned upon coordination with the Seller’s Chief Executive Officer or Chief Financial Officer), contact or otherwise communicate with the customers or suppliers of the Business and (y) Buyer shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers permitted to, or customers of, without either (I) the Company and Purchaser shall have no right to perform invasive or subsurface investigations prior written consent of the facilities. Purchaser shallSeller’s Chief Executive Officer or Chief Financial Officer or (II) in coordination with or through Cxxxxxxxxxx Xxxxxxx, and shall cause its Representatives toKxx Xxxxxxxx, abide by the terms Rxxxxx Xxxxxx or Mxxx Xxxx, contact or otherwise communicate with employees of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1Business.

Access to Information; Confidentiality. From the date hereof until earlier of the Closing or termination of this AgreementOneBeacon shall, the Company shall: and shall cause each OneBeacon Subsidiary to (a) afford Purchaser to Liberty and its Representatives reasonable access during normal business hours and upon reasonable prior notice during the period from the date hereof to the Closing Date to all of the (i) Insurance Policies, Books and Records and Transferred Assets, including all Independent Producer, underwriting and claims data and information and (ii) personnel involved in the right to inspect Business, including all key managers, PROVIDED, that such access shall not unreasonably interfere with the facilities, assets, premises, books and records, contractsoperation of the Business, and agreements of the Company; (b) make the officers and Employees of during such period, furnish as promptly as practicable to Liberty such information concerning the Business available to Purchaser and its Representatives as they Liberty may from time to time reasonably request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related . From the date hereof to the Company as Purchaser Closing Date, OneBeacon shall, and shall cause the OneBeacon Subsidiaries to, make reasonable accommodation to permit such Representatives to effectively monitor the Business Employees. Liberty agrees that it will hold, and will cause its Affiliates and each of their respective Representatives to hold, any information so obtained in confidence to the extent required by, and in accordance with, the provisions of the Confidentiality Agreement. No investigation or review by Liberty or any of its Representatives may reasonably request; and (d) instruct the Representatives shall affect or be deemed to modify any of the Company representations, warranties, covenants or agreements of Parent or OneBeacon under this Agreement or otherwise; it being understood that, notwithstanding any right of Liberty to cooperate with Purchaser in its investigation of have access to information concerning the Company; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company. All requests by Purchaser for access Business pursuant to this Section 6.1 shall be submitted 5.03 and notwithstanding any knowledge of facts determined or directed exclusively determinable by Liberty in connection therewith, subject only to Section 10.06, Liberty has the Shareholders Representativeright to rely fully upon the representations, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary warranties, covenants and agreements of Parent and OneBeacon contained in this Agreement, none of the Companyany Ancillary Agreement or any Schedule, its Representatives, the Shareholders Representative, Exhibit or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, certificate in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1thereof.

Access to Information; Confidentiality. From (a) Between the date hereof until of this Agreement and the earlier of the Closing or and the valid termination of this AgreementAgreement pursuant to Section 9.01, upon reasonable notice, the Company Seller shall: (a) , and shall cause the other members of the Seller Group to, afford to Purchaser and its Representatives reasonable access during normal business hours to the Transferred Assets (other than with respect to Records to the extent relating to the negotiation and execution of this Agreement or any other Transaction Document or any proposals from other parties relating to any alternative transactions), and the right to inspect the facilities, assets, premises, books and records, contractsSeller shall, and agreements shall cause the other members of the Company; (b) make the officers and Employees of the Business available Seller Group to, furnish to Purchaser and its Representatives such information relating primarily to the Business as they Purchaser may from time reasonably request, and cooperate with and provide reasonable assistance to time requestPurchaser, in each case for the primary purposes of transition and integration planning and confirming the satisfaction of closing conditions hereunder (other than any Records covered by Section 2.02(b)(vi)); (c) furnish provided that Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that shall conduct any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and activities in such a manner as not to interfere unreasonably with the normal operations conduct of the Company. All requests by Purchaser for access pursuant to this Section 6.1 Business and the Retained Businesses; provided, further that no member of the Seller Group shall be submitted obligated to provide such access or directed exclusively information if the Seller determines, in its reasonable judgment, that doing so could (a) violate or prejudice the rights of its customers, (b) result in the disclosure of Trade Secrets or competitively sensitive or classified information to third parties, (c) violate applicable Law, an applicable Judgment or a Contract or obligation of confidentiality owing to a third party, (d) jeopardize the protection of an attorney-client privilege, attorney work product protection or other legal privilege, (e) be adverse to the Shareholders Representativeinterests of a member of the Seller Group in any pending or threatened Action, (f) expose a member of the Seller Group to risk of Liability for disclosure of sensitive or personal information or (g) reasonably be prohibited by or inadvisable due to COVID-19 or any COVID-19 Measures. In any such other individuals as event, at Purchaser’s reasonable request, the Shareholders Representative may designate parties shall use their commercially reasonable efforts to develop an arrangement to communicate, to the extent feasible, the applicable information or a portion thereof in writing from time to timea manner that would not violate applicable Law, Judgment or obligation or risk waiver of such privilege or protection or risk such Liability or prohibited or inadvisable action. Notwithstanding anything any provision to the contrary in this Agreement, none of in connection with the Companyaccess rights provided under this Section 7.03(a), its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform conduct any intrusive, invasive or subsurface investigations investigation or sampling of the facilitiesany environmental media or building materials at any Transferred Real Property. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or All requests for information provided made pursuant to this Section 6.17.03 shall be directed to the executive officer or other Person designated by the Seller.

Access to Information; Confidentiality. (a) From the date hereof until the earlier of the Closing or termination of this AgreementAgreement in accordance with its terms and Closing, the Company upon reasonable advance notice, Latch shall: (a) afford Purchaser , and shall cause each of its Subsidiaries to, provide to HDW and its Representatives reasonable access to and the right to inspect the facilities, assets, premises, books and records, contracts, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that any such investigation shall be conducted representatives during normal business hours upon reasonable advance notice access to all employees, consultants, accountants, agents, other representatives, facilities, books and records of Latch and its Subsidiaries reasonably requested; provided that (a) such access shall be at the Shareholders Representativerisk of HDW and its representatives, under the supervision of the Company’s personnel and (b) such access shall occur in such a manner as not Latch reasonably determines to interfere with be appropriate to protect the normal operations confidentiality of the Company. All requests by Purchaser for transactions contemplated hereby and (c) nothing herein shall require Latch to provide access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representativeto, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser to, HDW or any of its representatives if such disclosure wouldaccess or disclosure, in the Shareholders Representative’s sole discretion: good faith reasonable belief of Latch, (i) result in a waiver would cause significant competitive harm to Latch or any of any attorney-client or other privilege; its Subsidiaries if the transactions contemplated hereby are not consummated, (ii) contravene would waive any applicable Law; or legal privilege, (iii) cause disclosure would be in violation of applicable laws or regulations of any trade secretsGovernmental Entity, provided that in each such case(iv) would adversely impact or delay Latch’s ongoing remediation and restatement processes or (v) would adversely impact or delay Latch’s efforts to comply with Nasdaq’s listing requirements. For the avoidance of doubt, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent Latch shall not be unreasonably withheldobligated under this Section 5.3(a) to permit HDW or any of its representatives to conduct any invasive, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive intrusive or subsurface investigations sampling or testing of the any media at Latch’s properties or facilities. Purchaser shall, and All of such information provided to HDW shall cause its Representatives to, abide by be treated as confidential information pursuant to the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to Agreement, the provisions and restrictions of which are by this Section 6.1reference hereby incorporated herein.

Access to Information; Confidentiality. (a) From the date hereof until to the Effective Time or the earlier of the Closing or termination of this Agreement, the Company shall: , and shall cause its Subsidiaries to, (ai) upon reasonable prior written notice, afford Purchaser and its to Parent’s Representatives reasonable access during normal business hours, consistent with applicable Law, to and the right to inspect the their respective Representatives, offices, other facilities, assetsbooks, premises, books records and records, contractsreports and other documents and information relating to the Company and its Subsidiaries in their possession, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (cii) furnish Purchaser Parent and its Representatives Merger Sub with such all financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may Parent and Merger Sub shall reasonably request; and . Notwithstanding the foregoing, (di) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that any such investigation or consultation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, at Parent's expense under the supervision of the Company’s personnel Company and in such a manner as not to interfere unreasonably with the normal business or operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted Company or directed exclusively to the Shareholders Representativeits Subsidiaries, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; and (ii) contravene neither Parent nor Merger Sub shall, and each shall cause its Representatives not to, contact any applicable Law; of the employees, customers, distributors, or (iii) cause disclosure suppliers of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate in connection with Purchaser to enable Purchaser to enter into appropriate confidentiality the transactions contemplated by this Agreement whether in person or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closingby telephone, mail or other means of communication without the prior written consent authorization of the Shareholders Representative, which consent shall Company (not to be unreasonably withheld, conditioned or delayed); provided, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have that no right to perform invasive or subsurface investigations dissemination of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms Offer Documents to holders of Shares or filing of the Confidentiality Agreement Offer Documents with respect the SEC shall be deemed to any access or information provided require the Company’s authorization pursuant to this Section 6.15.4(a)(ii). Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would be reasonably expected to, in the reasonable judgment of the Company (after consultation with outside counsel), (i) breach any agreement with any third-party entered into prior to the date of this Agreement, (ii) constitute a waiver of or jeopardize the attorney-client or other privilege held by the Company, or (iii) otherwise violate any applicable Law, including the Antitrust Laws; provided, however, that in each case the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection.

Access to Information; Confidentiality. From Upon the date hereof execution hereof, and continuing until earlier the closing of the Closing Transactions or the earlier termination of this Agreement (or, in the event of any claims made in accordance with Section 8.2 or otherwise under this Agreement, until the Company resolution thereof), Seller and its Affiliates shall: (ai) afford Purchaser give Buyer and its Representatives authorized representatives reasonable access to and the right to inspect the facilities, assets, premises, books and records, contracts, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time requestto all of its books, records, senior personnel, offices and other facilities and properties to the extent the same relates to the Alachua Facility or Acquired Assets, including, without limitation, reasonable and timely access to the Leased Areas and other portions of the Alachua Facility within which the Acquired Assets may then be located in order for Buyer to conduct a "walk-through" inspection at Buyer's request prior to the Closing Date; (cii) furnish Purchaser permit Buyer to make such copies of any documents and its Representatives with such financial, operating and other data and information related inspections thereof from time to the Company time as Purchaser or any of its Representatives Buyer may reasonably request; and (diii) instruct cause its officers and other employees to furnish Buyer with such financial and operating data and other information with respect to the Representatives of the Company Acquired Assets and Alachua Facility, as from time to cooperate with Purchaser in its investigation of the Companytime Buyer may reasonably request; provided, however, that any such investigation access shall be conducted during normal business hours upon at Buyer's expense, at reasonable advance notice to the Shareholders Representativetimes, under the supervision of personnel of Seller or such Affiliate, as the Company’s personnel case may be, and in such a manner as not to interfere maintain the confidentiality of this Agreement and the Transactions in accordance with the normal operations terms hereof. Buyer agrees to retain all information so obtained from Seller on a confidential basis, and Seller agrees to retain any information obtained from Buyer on a confidential basis. In the event that the Transactions shall not be completed for any reason, each party shall return promptly to the other party all information received by such party in this connection. Neither Buyer nor Seller shall use any confidential information so obtained unless (i) the Transactions are consummated or (ii) the confidential information becomes available in the public domain. Notwithstanding the foregoing, no information or knowledge obtained by either Buyer or Seller during the course of the Company. All requests by Purchaser for access any investigation conducted pursuant to this Section 6.1 shall shall: (a) affect or be submitted deemed to modify in any respect any of the representations or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary warranties of Seller set forth in this AgreementAgreement (or in any certificate, none of instrument or other document delivered by Seller to Buyer in connection with the Company, its Representatives, the Shareholders RepresentativeTransactions), or the Shareholders shall be required conditions to disclose any information the obligations of the parties to Purchaser if such disclosure would, consummate the Transactions in accordance with the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilegeterms and conditions hereof; (iib) contravene be deemed to amend or supplement the Schedules hereto, or prevent or cure any applicable Lawmisrepresentations, breach of warranty or breach of covenant by Seller; or (iiic) cause disclosure otherwise limit or affect any remedies available to Buyer as a result of any trade secrets, provided that in each or arising out of such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1disclosure.

Access to Information; Confidentiality. From Between the date hereof until earlier of Agreement Date and the Closing (or termination of this Agreementthe Delayed Closing or Later Closing only with respect to the Assets not transferred prior to the Delayed Closing or Later Closing, the Company shall: respectively), Parent and its Affiliates will (a) afford Purchaser give Buyer and its officers, directors, employees, agents, counsel, accountants, investment bankers, financial advisors, consultants and financing sources and other Representatives (collectively, the “Buyer Representatives”) reasonable access access, upon reasonable notice and during Parent’s and its Affiliates’ normal business hours, to and the right to inspect the offices, facilities, assetsBooks, premisesRecords and Files of the Business and to the Business’s executive officers, books directors, agents, counsel, accountants, investment bankers, financial advisors and recordsother Representatives (collectively, contractsthe “Business Representatives”), and agreements of the Company; (b) furnish or make available to Buyer and the officers Buyer Representatives such financial and Employees operating data and such other information with respect to the business and operations of the Business available to Purchaser and its as Buyer or the Buyer Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; . Buyer and (d) instruct the Buyer Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that shall conduct any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and activities in such a manner as to minimize any disruption to the Business’s business and not to interfere unreasonably with the normal business or operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted Business or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to timeotherwise cause any unreasonable interference. Notwithstanding anything to the contrary in this Agreementforegoing, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall Parent (not to be unreasonably withheld, conditioned delayed or delayedconditioned), Purchaser neither Buyer nor any Buyer Representative shall not contact any suppliers toemployee, officer, director, independent contractor, supplier, client or customers ofcustomer of Parent or its Affiliates in connection with any information or matter regarding the Business; provided, however, that Buyer or a Buyer Representative may contact such Persons in the ordinary course of Buyer’s business as long as Buyer or such Buyer Representative does not mention, discuss or allude to the transactions contemplated hereby. Notwithstanding the foregoing, Parent may withhold (i) any document or information, the Company and Purchaser shall have no right to perform invasive or subsurface investigations disclosure of the facilities. Purchaser shall, and shall cause its Representatives to, abide by which would conflict with the terms of a confidentiality agreement with a third party in existence as of the Agreement Date, (ii) information that, if disclosed, would waive an attorney-client or other privilege or would constitute a waiver of rights as to attorney work product or attorney-client privilege, or (iii) information, the disclosure of which poses a material risk of violating applicable Law pursuant to advice of counsel. If any material is withheld by Parent pursuant to the preceding sentence, Parent shall inform Buyer as to the general nature of the material being withheld and the parties shall use reasonable best efforts to make appropriate 62 substitute arrangements under circumstances in which the foregoing limitations would not apply. Notwithstanding anything to the contrary in this Section, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Business, privileged communications or other competitively sensitive information. Each party may also reasonably designate any material provided to the other as “Outside Counsel Only Material” or with similar restrictions (it being understood that such materials and the information contained therein to be provided only to the outside legal counsel of the receiving party and not to be disclosed by such outside legal counsel to employees, officers or directors of the receiving party without the prior written consent of the party providing such materials). Except as otherwise agreed to by Parent, and notwithstanding termination of this Agreement, the terms and provisions of the Confidentiality Agreement, dated as of August 2, 2017 (the “Confidentiality Agreement”), between Buyer and Parent shall apply to all information furnished to Buyer or any Buyer Representative by any Business Representative under this Agreement or the Confidentiality Agreement; provided that Buyer’s obligations under the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1shall terminate at the Closing.

Access to Information; Confidentiality. (a) From the date hereof until earlier of the Closing Date or earlier termination of this Agreement, the Company shall: Companies will provide (aor cause to be provided) afford Purchaser and its Representatives reasonable access to and the right to inspect the facilities, assets, premises, books and records, contracts, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser Buyer and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that any such investigation shall be conducted reasonable access during normal business hours upon reasonable advance notice to such books and records of the Company Group and the Business as Buyer may reasonably request in advance, in each case, solely to the Shareholders Representative, under extent relating to the supervision transition of such member of the CompanyCompany Group’s personnel and in such a manner as not business or the Business to interfere with Buyer or to facilitate the normal operations consummation of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders RepresentativeClosing; provided, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: that (i) result such access will be given in a waiver manner that minimizes interference with the operations, activities and employees of the Company Group, (ii) such access and disclosure would not violate the terms of any agreement to which any member of the Company Group is bound or any applicable Law, (iii) such access and disclosure would not jeopardize any attorney-client or other privilege; , (iiiv) contravene all arrangements for access shall be made in advance in writing to or such other persons as may be notified in writing by Sellers or the Company Group to Buyer, (v) the auditors and accountants of the Company Group shall not be obligated to make any workpapers available to any Person unless and until such Person has executed a customary agreement relating to such access to workpapers in form and substance reasonably acceptable to such auditors or accountants, (vi) if the parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records shall be subject to applicable Law; rules relating to discovery, and (vii) any access shall be subject to the Company Group’s reasonable security and insurance measures and shall not include the right to conduct any environmental testing, sampling or (iii) cause disclosure intrusive investigations of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such informationkind. Prior to the Closing, without Buyer and Buyer’s Representatives will contact and communicate with the employees, contractors, customers, suppliers, regulators and other business relations of the Company Group in connection with the transactions contemplated hereby only with the prior written consent of the Shareholders RepresentativeSellers (which may be withheld in the Sellers’ sole discretion), which consent provided further, that the Companies shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact have the right to have a Representative present during any suppliers to, or customers of, such contact. Neither the Company and Purchaser shall have no right Group nor the Sellers makes any representation or warranty as to perform invasive the accuracy of any information (if any) provided or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided obtained pursuant to this Section 6.16.2(a).

Access to Information; Confidentiality. (a) From the date hereof until the earlier of the Closing or Effective Time and the valid termination of this AgreementAgreement in accordance with Article VIII, upon reasonable prior written notice from Parent to an executive officer or other Person designated by the Company, the Company shall: , and shall use its reasonable best efforts to cause its Subsidiaries, officers, directors and employees to, (ai) afford Purchaser Parent and its Representatives reasonable access access, consistent with applicable Law, at normal business hours, to the Company’s and the right its Subsidiaries’ respective senior officers and key employees, properties, offices, and other facilities and to inspect the facilities, assets, premises, all books and records, contracts, and agreements of the Company; (bii) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) reasonably promptly furnish Purchaser and its Representatives Parent with such existing financial, operating and other data and information related to concerning the Company Company’s and its Subsidiaries’ businesses, Contracts, properties, assets and liabilities as Purchaser Parent or any of its Representatives may from time to time reasonably request; and (d) instruct . Notwithstanding the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; providedforegoing, however, that any such investigation or consultation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere unreasonably with the normal business or operations of the CompanyCompany or its Subsidiaries or the prompt and timely discharge by such officers or employees of their normal duties, and any such access shall be conducted at Parent’s expense under the supervision of appropriate personnel of the Company or its Subsidiaries and shall not include invasive testing. All requests by Purchaser for Neither the Company nor any of its Subsidiaries shall be required to provide access or to disclose information where such access or disclosure would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries or contravene any applicable Law or binding agreement entered into prior to the date of this Agreement. In addition, certain information disclosed pursuant to this Section 6.1 shall 6.6 may be submitted or directed exclusively disclosed subject to execution of a joint defence agreement in customary form, and disclosure may be limited to external counsel for Parent, in each case, solely to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and extent the Company shall cooperate determines (after consultation with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements outside legal counsel) that doing so that Purchaser may have reasonable access to such information. Prior to is reasonably required for the Closing, without the prior written consent purpose of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company complying with applicable Antitrust and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1Foreign Investment Laws.

Access to Information; Confidentiality. (a) From the date hereof until earlier of the Closing or termination of this AgreementDate, Seller will (i) give, and will cause the Company shall: (a) afford Purchaser and each Subsidiary to give, Buyer, its Representatives counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to and the right to inspect the facilitiesoffices, assets, premisesproperties, books and records, contracts, and agreements records of the Company; (b) make Company and the officers Subsidiaries and Employees to the books and records of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related Seller relating to the Company as Purchaser and the Subsidiaries, (ii) furnish, and will cause the Company and each Subsidiary to furnish, to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company or any of its Representatives Subsidiary as such Persons may reasonably request; request and (diii) instruct the Representatives employees, counsel and financial advisors of Seller or the Company or any Subsidiary to reasonably cooperate with Purchaser Buyer in its investigation of the Company; provided, however, that Company or any such Subsidiary. Any investigation pursuant to this Section shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere unreasonably with the normal operations conduct of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted business of Seller, the Company or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to timeany of its Subsidiaries. Notwithstanding anything to the contrary in this Agreementforegoing, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders Buyer shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may not have reasonable access to such information. Prior to the Closing, without the prior written consent personnel records of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers ofSeller, the Company and Purchaser the Subsidiaries relating to individual performance or evaluation records, medical histories or other information which in Seller's good faith opinion is sensitive or the disclosure of which could subject the Company or any Subsidiary to risk of liability. No investigation by Buyer or other information received by Buyer shall have no right to perform invasive operate as a waiver or subsurface investigations of the facilitiesotherwise affect any representation, warranty or agreement given or made by Seller hereunder. Purchaser shallBuyer will hold, and shall will cause its Representatives torespective officers, abide by the terms of the Confidentiality Agreement with respect employees, counsel, financial advisors, auditors and other authorized representatives to hold, any access or nonpublic information provided pursuant to this Section 6.15.02 in accordance with the terms of the letter agreement, dated June 23, 1999, between Buyer and Seller (the "CONFIDENTIALITY AGREEMENT"); PROVIDED that such obligations of Buyer shall terminate upon the Closing. All requests for access to the offices, properties, books and records of Seller shall be made to such representatives of Seller as Seller may designate, who will be solely authorized to coordinate all such requests.

Access to Information; Confidentiality. From In order to facilitate the date hereof until earlier resolution of any claims made by or against or incurred by Company, Subsidiary or the Closing or termination of this AgreementShareholders with respect to the period prior to the Closing, after the Company shall: Closing, upon reasonable notice, Parent and the Purchaser shall (a) afford Purchaser the Shareholders, their auditors, counsel and its Representatives other authorized agents and representatives reasonable access access, during normal business hours and upon reasonable notice, to and the right to inspect the facilities, assets, premises, books and recordsrecords of Company, contractsthe Subsidiaries and their businesses with respect to the periods prior to the Closing and to applicable personnel, and agreements of the Company; (b) make furnish to the officers Shareholders and Employees of their authorized agents and representatives such additional financial and other information regarding Company, the Business available Subsidiaries and their businesses with respect to Purchaser and its Representatives the periods prior to the Closing as they the Shareholders may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that the Purchaser shall not have any obligation to furnish (A) proprietary or confidential information of its customer or supplier which the Purchaser possesses, (B) information the disclosure of which is legally or contractually prohibited (provided that Parent and the Purchaser shall use commercially reasonable efforts to have such investigation provision waived) and (C) such portions of documents or information which are subject to attorney-client privilege and the provisions of which, as determined by the Purchaser’s counsel, may eliminate the privilege pertaining to such documents. The Shareholders and their authorized agents and representatives shall be keep confidential and not disclose any information learned as a result of any examination conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to any other Person without the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none prior consent of the CompanyPurchaser unless (i) the disclosure is in response to a legal, its Representativesregulatory requirement, the Shareholders Representativeorder, subpoena or request or inquiry of a governmental authority, in which case the Shareholders shall be required take reasonable steps to disclose any information to Purchaser if safeguard the confidentiality of such disclosure wouldinformation, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene the disclosure is required to facilitate the investigation, litigation and disposition of any applicable Law; claims that may have been or may be made by or against any party or its affiliates or (iii) cause disclosure the information otherwise is readily ascertainable from public or published information, or trade sources (without violation of any trade secrets, provided that the foregoing provisions of this sentence). The Shareholders shall reimburse the Purchaser for reasonable out-of-pocket costs and expenses incurred in each such case, assisting the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1. The Purchaser shall not be required by this Section 6.1 to take any action that would unreasonably interfere with any of the businesses or operations of Parent, the Purchaser, Company or any Subsidiary.

Access to Information; Confidentiality. From (a) Subject to applicable Law, between the date hereof until of this Agreement and the earlier of the Closing Effective Time or the termination of this Agreement in accordance with Article VII, upon reasonable advance notice, the Company shall, and shall cause its Subsidiaries to (i) provide to Parent and its Representatives reasonable access during normal business hours to the officers, employees (provided that the Company may require that access to employees that are not executive officers be accompanied by an appropriate employee of the Company), properties, books, offices and other facilities, Contracts, Tax Returns and records of the Company (for the avoidance of doubt, including correspondence and other exchanges between the Company and its Subsidiaries and any Governmental Authority) and its Subsidiaries (other than any of the foregoing that relate to the negotiation and execution of this Agreement, the Company shall: process that led to the negotiation and execution of this Agreement or, subject to the disclosure requirements set forth in Section 5.3, to any Takeover Proposal) and (a) afford Purchaser and its Representatives reasonable access to and the right to inspect the facilities, assets, premises, books and records, contracts, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (cii) furnish Purchaser and its Representatives with promptly such financial, operating operational and other data and information related to the Company concerning its business, operations, personnel, assets, liabilities and properties as Purchaser or any of its Representatives Parent may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that any such investigation access shall be conducted during normal business hours upon at Parent’s expense, at a reasonable advance notice to the Shareholders Representativetime, under the supervision of appropriate personnel of the Company’s personnel Company or its applicable Subsidiary and in such a manner as not to interfere unreasonably with the normal business or operations of the CompanyCompany or any of its Subsidiaries. All requests by Purchaser for access pursuant to this Section 6.1 Nothing herein shall be submitted require the Company or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none any of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required Subsidiaries to disclose any information to Purchaser Parent if such disclosure would, in the Shareholders RepresentativeCompany’s sole discretion: reasonable discretion (iA) result in a waiver of jeopardize any attorney-client or other privilege; legal privilege (iiso long as the Company and its Subsidiaries have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (B) contravene any applicable Law; , fiduciary duty or binding agreement entered into prior to the date of this Agreement (iii) cause disclosure of including any trade secrets, provided that in each such case, the Shareholders and confidentiality agreement to which the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements any of its Subsidiaries is a party) (so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, long as the Company and Purchaser shall have no right has used commercially reasonable efforts to perform invasive make appropriate substitute arrangements to permit reasonable disclosure not in violation of such applicable Law, agreement or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1duty).

Access to Information; Confidentiality. From the date hereof until earlier of the Closing or termination of this Agreement, the Company shall: (a) afford Prior to the Closing Date, or, if earlier, the date the PSA or this Agreement is terminated, Purchaser may make or cause to be made such review of the Business of NYLD and of its financial and legal condition as Purchaser deems reasonably necessary or advisable. With the assistance of NRG Energy as appropriate, NYLD shall, and shall cause the NYLD Entities to, permit Purchaser and its Representatives authorized agents or representatives, including its independent accountants, to have reasonable access to and the right to inspect the facilities, assets, premisesproperties, books and records, contracts, and agreements records of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that any such investigation shall be conducted NYLD Entities during normal business hours to review information and documentation relative to the properties, books, contracts, commitments and other records of the NYLD Entities; provided, that such investigation shall only be upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s and shall not unreasonably disrupt personnel and in such a manner as not to interfere with the normal operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 Business of NYLD and shall be submitted or directed exclusively to the Shareholders Representativeat Purchaser’s sole cost and expense; provided, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreementfurther, that none of the CompanyPurchaser, its RepresentativesAffiliates or their respective representatives shall conduct any on-site environmental site assessment, the Shareholders Representative, compliance evaluation or the Shareholders shall be required investigation with respect to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client Project or other privilege; (ii) contravene any applicable Law; Company Entity or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, NYLD Entity without the prior written consent of the Shareholders RepresentativeNYLD, which consent shall not be unreasonably delayed, withheld or conditioned. All requests for access to the offices, properties, books and records of the NYLD Entities shall be made to such representatives of NYLD as NYLD shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that none of Purchaser, its Affiliates or their respective representatives shall, prior to the Closing Date, contact any of the customers, suppliers or parties that have business relationships with the NYLD Entities in connection with the Transaction, whether in person or by telephone, mail or other means of communication, without the specific prior authorization of NYLD or its representatives (not to be unreasonably withheld, conditioned or delayed). Any access to the offices, Purchaser properties, books and records of the NYLD Entities shall not contact be subject to the following additional limitations: (i) Purchaser, its Affiliates, and their respective representatives, as applicable, shall give NYLD notice of at least four (4) Business Days prior to conducting any suppliers toinspections or communicating with any third party relating to any property of the NYLD Entities, or customers of, the Company and Purchaser a representative of NYLD shall have no the right to perform invasive be present when Purchaser, its Affiliates or subsurface their respective representatives conducts its or their investigations on such property; (ii) none of Purchaser, its Affiliates or their respective representatives shall damage the property of the facilities. Purchaser shallNYLD Entities or any portion thereof; and (iii) Purchaser, its Affiliates, and their respective representatives, as applicable, shall cause (A) use commercially reasonable efforts to perform all on-site reviews and all communications with any Person in an expeditious and efficient manner, and (B) indemnify, defend and hold harmless the NYLD Entities, their respective Affiliates, and each of their respective employees, directors and officers from and against all damages resulting from or relating to the activities of Purchaser, its Representatives toAffiliates and their respective representatives under this Section G.2(a). The foregoing indemnification obligation shall survive the Closing or termination of this Agreement or the PSA. Notwithstanding anything herein to the contrary, abide by prior to the terms Closing Date, none of the Confidentiality Agreement with respect NYLD Entities shall be required to provide any access or information provided pursuant to this Section 6.1Purchaser, its Affiliates or any of their respective representatives which NYLD reasonably believes it or the NYLD Subsidiaries are prohibited from providing to Purchaser, its Affiliates or their respective representatives by reason of attorney-client privilege.

Access to Information; Confidentiality. From (a) Prior to the Closing Date, or, if earlier, the date hereof until earlier this Agreement is terminated pursuant to Section 9.1, Seller shall cause the Company Group to permit Buyer and its authorized agents or representatives, including its independent accountants, to have reasonable access upon reasonable prior notice to the properties, books and records of the Company Group during normal business hours to review information and documentation relative to the properties, books, contracts, commitments and other records of the Company Group; provided, that such access shall not disrupt the personnel and operations of the Business and shall be at Buyer’s sole cost and expense; provided, further, that for the avoidance of doubt Buyer shall have no right to access or review any Tax Return of Seller Parent or any of its Affiliates (including any consolidated, combined or unitary Tax Return including any such entity), except for separate, stand-alone non-income Tax Returns of the members of the Company Group. All requests for access to the offices, properties, books and records of the Company Group shall be made to such representatives of Seller as Seller shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that neither Buyer nor its representatives shall contact any of the employees, customers, suppliers, distributors, Franchisees, parties that have business relationships with or are joint venture partners of the Company Group, nor any Governmental Authority or representatives thereof, in connection with the transactions contemplated hereby, whether in person or by telephone, mail or other means of communication, without the prior written consent of Seller or its representatives (other than the required filings specified in Section 3.6). Any access to the offices, properties, books and records of the Company Group shall be subject to the following additional limitations: (i) such access shall not violate any Law or agreement to which Seller or any member of the Company Group is a party or otherwise expose Seller or any of its Affiliates to a material risk of Liability or loss of attorney-client privilege; (ii) Buyer shall give Seller notice of at least two (2) Business Days before communicating with any third party relating to any property of the Company Group, and a representative of Seller shall have the right to be present when Buyer or its representatives engages in such communication; (iii) none of Buyer and its representatives shall damage the property of the Company Group or any portion thereof; (iv) the Buyer Group and their representatives shall not conduct any invasive sampling of the soil, subsurface, surface or groundwater, or building materials at any property of the Company Group; and (v) the Buyer Group and their representatives shall (A) use reasonable best efforts to perform all on-site due diligence reviews and all communications with any Person on an expeditious and efficient basis; and (B) indemnify, defend and hold harmless Seller, the members of the Company Group, their respective Affiliates, and each of their respective employees, directors and officers from and against all Liabilities, losses and claims resulting from or relating to the activities of Buyer or its representatives under this paragraph. The foregoing indemnification obligation shall survive the Closing or termination of this Agreement, the Company shall: (a) afford Purchaser and its Representatives reasonable access to and the right to inspect the facilities, assets, premises, books and records, contracts, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1.

Access to Information; Confidentiality. From the date hereof until earlier of the Closing or termination of this Agreement, the Company shall: (a) afford From and after the date of this Agreement upon reasonable prior written notice and subject to the terms of the Confidentiality Agreement the Company will (i) give Parent and Purchaser and its Representatives their authorized accountants, investment bankers, counsel and other representatives reasonable access (during regular business hours upon reasonable notice) to members of the Company’s management, plants, offices, warehouses and the right other facilities and to inspect the facilities, assets, premises, books and recordsall books, contracts, commitments and agreements records (including Tax returns) of the Company and its Subsidiaries and cause the Company; ’s and its Subsidiaries’ independent public accountants to provide access to their work papers and such other information as Parent or Purchaser may reasonably request, (bii) permit Parent and Purchaser to make the such reasonable inspections as they may reasonably require, and (iii) cause its officers and Employees those of its Subsidiaries to furnish Parent and Purchaser with such financial and operating data and other information with respect to the business, properties and Personnel of the Business available to Purchaser Company and its Representatives Subsidiaries as they Parent or Purchaser may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct . Notwithstanding the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; providedforegoing, however, that any such investigation or consultation shall not include any invasive testing or environmental sampling of any kind and shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere unreasonably with the normal business or operations of the CompanyCompany or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal duties. All requests by Purchaser for Neither the Company nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its Subsidiaries (provided, that the Company shall use its reasonable best efforts to put in place an arrangement to permit such disclosure without loss of attorney-client privilege, to the extent possible) or contravene any law or binding agreement entered into prior to the date of this Agreement (provided that the Company shall use its reasonable best efforts to permit such disclosure without contravening such law or violating such agreement). No investigation pursuant to this Section 6.1 6.03 or otherwise shall be submitted affect any representation or directed exclusively warranty in this Agreement or any condition to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none obligations of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1parties hereto.

Access to Information; Confidentiality. From (a) Subject to applicable Law, from the date hereof until earlier of the Closing or termination of this AgreementCompany Merger Effective Time, the Company shall: (a) , and shall cause the Subsidiaries and the Representatives of the Company and the Subsidiaries to, afford Purchaser Parent and its Representatives Representatives, following notice from Parent to the Company in accordance with this Section 7.03, reasonable access during normal business hours to the officers, employees, agents, properties, offices, plants and the right to inspect the other facilities, assets, premises, books and records, contractsrecords of the Company and each Subsidiary, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such all other financial, operating and other data and information related to as Parent may reasonably request. Notwithstanding the Company as Purchaser or foregoing, neither Parent nor any of its Representatives may reasonably request; and shall (di) instruct contact or have any discussions with any of the Representatives Company’s employees, agents, or representatives, unless in each case Parent obtains the prior written consent of the Company, which shall not be unreasonably withheld, (ii) contact or have any discussions with any of the landlords/sublandlords, tenants/subtenants, or licensees or franchisees of the Company to cooperate with Purchaser or its Subsidiaries, unless in its investigation each case Parent obtains the prior written consent of the Company, which shall not be unreasonably withheld, provided, that clauses (i) and (ii) shall not be applicable to contacts or discussions not related to the transactions contemplated by this Agreement and shall not be applicable to contacts and discussions with the Company’s executive officers or its financial advisors, or (iii) damage any property or any portion thereof. Without limiting the provisions of this Section 7.03(a) and subject to any rights of tenants under Company Leases, Parent and its Representatives shall have the right to conduct appraisal and environmental and engineering inspections of each of the Company Properties; provided, however, that neither the Buyer Parties nor their Representatives shall have the right to take and analyze any samples of any environmental media (including soil, groundwater, surface water, air or sediment) or any building material or to perform any invasive testing procedure on any building. Parent shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Parent or its representatives intend to conduct. The Company shall be entitled to have representatives present at all times during any such investigation shall be conducted during normal business hours upon reasonable advance notice to inspection. Notwithstanding the Shareholders Representativeforegoing, under neither the supervision Company nor any of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders Subsidiaries shall be required to provide access to or to disclose any information to Purchaser if where such access or disclosure would, in would jeopardize the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client privilege of the Company or other privilege; (ii) the Subsidiaries or contravene any applicable Law; Law or binding agreement entered into prior to the date of this Agreement (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser the Subsidiaries shall have no right use commercially reasonable efforts to perform invasive obtain consent from the applicable Third Party or subsurface investigations enter into a customary joint defense agreement to enable the disclosure of the facilitiessuch information). Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to No investigation conducted under this Section 6.17.03, however, shall affect or be deemed to modify any representation or warranty made in this Agreement.

Access to Information; Confidentiality. (a) From the date hereof until the earlier of the Closing or termination of this AgreementAgreement or the Closing Date, the Company shall: , (ai) afford Purchaser Buyer and its Representatives reasonable access during normal business hours to and the right to inspect all of the facilitiesReal Property, properties, assets, premises, books and records, contracts, Contracts and agreements of other documents and data related to the CompanyCompany and the Subsidiaries; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (cii) furnish Purchaser Buyer and its Representatives with such financial, operating and other data and information related to the Company and the Subsidiaries, as Purchaser Buyer or any of its Representatives may from time to time reasonably request; and (diii) instruct the Representatives of the Company to cooperate with Purchaser Buyer in its investigation of the CompanyCompany and the Subsidiaries; provided, however, that (x) any such investigation pursuant to this Section 5.03 shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere unreasonably with the normal operations conduct of the business of the Company. All requests by Purchaser for ; (y) such access pursuant to this Section 6.1 shall be submitted or directed exclusively not, based on advice of counsel to the Shareholders RepresentativeCompany, result in the waiver of any attorney-client privilege (provided, that in such event the parties shall use their commercially reasonable efforts to cooperate to permit disclosure in a manner consistent with the preservation of such attorney-client privilege); and (z) neither Buyer nor Merger Sub nor any of their Affiliates shall, directly or such other individuals as indirectly, conduct or cause any invasive sampling or testing with respect to Real Property without the Shareholders Representative may designate prior written consent of the Company in writing from time to timeits sole discretion. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, Company or the Shareholders any Subsidiary shall be required to disclose any information to Purchaser Buyer, Merger Sub or their respective Representatives, if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of doing so would violate any attorney-client Contract or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and Law to which the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such informationany Subsidiary is subject. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent The Company shall not be unreasonably withheld, conditioned required to disclose to Buyer or delayed, Purchaser shall not contact its Representatives any suppliers to, or customers of, information related to the sale process of the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shallSubsidiaries, internal discussions regarding such process, and any materials generated in connection with such process, including valuations and materials related to the negotiation of this Agreement. No investigation by Buyer or other information received by Buyer shall cause its Representatives tooperate as a waiver or otherwise affect any representation, abide warranty or agreement given or made by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to Company in this Section 6.1Agreement.

Access to Information; Confidentiality. (a) From the date hereof until to the Effective Time or the earlier of the Closing or valid termination of this Agreement, upon reasonable prior written notice from Parent, the Company shall: (a) , and shall use its reasonable best efforts to cause its subsidiaries, officers, directors and employees to, afford Purchaser Parent and its Representatives reasonable access access, consistent with applicable Law, during normal business hours to the Company’s and the right to inspect the facilitiesits subsidiaries’ officers, assetsemployees, premisesproperties, books and records, contracts, and agreements as necessary to facilitate consummation of the Company; (b) make transactions contemplated by this Agreement. Notwithstanding the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financialforegoing, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that any such investigation or consultation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere unreasonably with the normal business or operations of the CompanyCompany or its subsidiaries or otherwise result in any significant interference with the Table of Contents prompt and timely discharge by such officers, employees and other authorized Representatives of their normal duties and shall not include any environmental sampling or testing. Neither the Company nor any of its subsidiaries shall be required to provide access or to disclose information where such access or disclosure would jeopardize any attorney-client privilege of the Company or any of its subsidiaries, or contravene any applicable Law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. Notwithstanding the foregoing, in the event that the Company does not provide access or disclose information in reliance on the immediately preceding sentence, it shall provide notice to Parent that it is withholding such access or information and shall use its reasonable best efforts to communicate, to the extent feasible, the applicable information in a way that would not waive such privilege or violate the applicable Law, rule, regulation, order, judgment, decree or binding agreement, including entering into a joint defense agreement, common interest agreement or other similar arrangement. All requests by Purchaser for access information made pursuant to this Section 6.1 6.6(a) shall be submitted or directed exclusively to the Shareholders Representative, executive officer or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of Person designated by the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1.

Access to Information; Confidentiality. (a) From the date hereof until earlier of and prior to the Closing or termination of such earlier date as this AgreementAgreement may be terminated in accordance with its terms, and subject to compliance with applicable Law and this Section 6.2(a), the Company shall: , and the Seller shall cause the Company to (ax) afford give Purchaser and its Representatives reasonable access during regular business hours to and the right to inspect the facilities, assets, premisesproperties, books and records, contracts, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives records of the Company to cooperate with and its Subsidiaries at the reasonable, prior request of Purchaser in its investigation of connection with the Companytransactions contemplated hereby; provided, however, that Purchaser and its Representatives shall conduct any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and activities in such a manner as not to unreasonably interfere with the normal business or operations of the Company and its Subsidiaries, (y) provide Purchaser reasonable access to, and make the Company’s employees reasonably available for any and all joint calls reasonably requested by Purchaser with, any and all of the customers of the Company or any of its Subsidiaries identified in Section 6.2(a) of the Purchaser Disclosure Letter to the extent reasonably related to Purchaser’s diligence in connection with the transactions contemplated by this Agreement and (z) provide to Purchaser, at Purchaser’s sole expense, reasonable cooperation requested by Purchaser to obtain all consents, notices, waivers or novations under any Company Contract required in connection with the consummation of the transactions contemplated by this Agreement. All requests contacts with any Table of Contents employee of the Company with respect to continuing employment and any compensation- and benefit-related matters must be requested in writing by Purchaser for access pursuant to this Section 6.1 and must first be approved by and coordinated through the Chief Executive Officer of the Company (or his designee(s)) and shall be submitted or directed exclusively conducted in a manner so as not to unreasonably interfere with their responsibilities, and all other contacts with employees must be coordinated with the Shareholders Representative, or such other individuals as Seller. In no event shall the Shareholders Representative may designate in writing from time Company be obligated to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretionprovide: (i) result such access or information if the Company determines, in its reasonable judgment, that doing so may (A) violate applicable Law, an Order, a waiver Contract or any other obligation of confidentiality or any other obligation owing to a third Person; (B) jeopardize the protection of the attorney-client privilege or any other privilegeprivilege or immunity; or (C) expose the Company or any of its Subsidiaries to risk of liability for disclosure of sensitive, confidential or personal information; or (ii) contravene any applicable Law; or (iii) cause disclosure portion of any trade secretsTax Return (or supporting work papers or documents related thereto) of, provided that in each such caseor with respect to, the Shareholders Holdings LLC or any of its Affiliates (other than any Tax Return solely and directly related to the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such informationand any of its Subsidiaries). Prior In addition, from the date hereof and prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not Closing or such earlier date as this Agreement may be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers ofterminated in accordance with its terms, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to may designate any access or competitively sensitive information provided to Purchaser or its Representatives, Subsidiaries or Affiliates pursuant to this Section 6.1Agreement as “outside counsel only,” and such information shall be given only to the outside counsel of Purchaser and may not be shared, conveyed, summarized or otherwise disclosed in any manner with Purchaser or any of its Subsidiaries or any of their respective Representatives (other than such outside counsel), except as may be expressly agreed in writing by the Company in advance.

Access to Information; Confidentiality. (a) From the date hereof until of this Agreement to the earlier of the Closing or Effective Time and the termination of this AgreementAgreement in accordance with ARTICLE VII, the Company shall, and shall cause each of its Subsidiaries to: (ai) afford Purchaser provide to Parent and its Merger Sub and their respective Representatives reasonable access to and the right to inspect the facilities, assets, premises, books and records, contracts, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere unreasonably with the normal operations business conducted by the Company or any of the Company. All requests by Purchaser for access pursuant its Subsidiaries, upon prior notice to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, to the officers, employees, properties, offices and other facilities of the Company and each of its RepresentativesSubsidiaries and to the books and records thereof as Parent and its respective Representatives may reasonably request, (ii) promptly furnish such information concerning the Shareholders Representativebusiness, properties, Contracts, assets and liabilities of the Company and each of its Subsidiaries as Parent or its Representatives may reasonably request, (iii) reasonably cooperate with Parent and its Representatives to organize and facilitate meetings among Parent and its Representatives and the Shareholders Company and its Representatives to be located at the properties, offices or other facilities of the Company and its Subsidiaries at such times during normal business hours as Parent or its Representatives may reasonably request and (iv) reasonably cooperate with Parent and its Representatives with respect to communications to, and to organize and facilitate meetings with, customers, suppliers and other key business relations of the Company and its Subsidiaries as Parent or its Representatives may reasonably request (provided that communications and meetings by Parent or its affiliates with customers of the Company or any of its Subsidiaries (other than customers of Parent or its affiliates), on the one hand, and the Company and its Subsidiaries, on the other hand shall to the extent consistent with applicable Laws be made jointly by Parent and the Company and in consultation with the Company or any applicable Subsidiary); provided, however, that the Company shall not be required to disclose (or to cause any of its Subsidiaries to) afford such access or furnish such information to Purchaser if such disclosure the extent that the Company reasonably believes that doing so would, in the Shareholders Representative’s sole discretion: (iA) result in a waiver the loss of any attorney-client privilege (but the Company shall use its reasonable best efforts to allow for such access or other disclosure in a manner that does not result in a loss of attorney-client privilege; ), (iiB) contravene any applicable Law; or (iii) cause result in the disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent secrets of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers toThird Parties, or customers of(C) breach, the Company and Purchaser shall have no right to perform invasive contravene or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to violate any access or information provided pursuant to this Section 6.1applicable Law.

Access to Information; Confidentiality. From Subject to applicable Law and any applicable Judgment, between the date hereof until of this Agreement and the earlier of the Closing or Effective Time and the valid termination of this AgreementAgreement pursuant to Section 7.01, upon reasonable notice, the Company shall: shall (a) afford Purchaser to Parent and its Parent’s Representatives reasonable access during normal business hours to the Company’s officers, employees, agents, properties, books, Contracts and the right records and (b) furnish to inspect the facilitiesParent and Parent’s Representatives such information concerning its business, personnel, assets, premises, books liabilities and records, contracts, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives properties as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives Parent may reasonably request; provided that Parent and (d) instruct the its Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that shall conduct any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and activities in such a manner as not to interfere unreasonably with the normal business or operations of the Company; provided, further, however, that the Company shall not be obligated to provide such access or information if the Company determines, in its reasonable judgment after consultation with Parent, that doing so would reasonably be expected to (i) violate applicable Law, (ii) waive the protection of an attorney-client privilege, attorney work product protection or other legal privilege, (iii) be adverse to the interests of the Company or any of its Subsidiaries in any pending or threatened Action against Parent or any of its Affiliates or (iv) involve documents or information relating to the evaluation or negotiation of this Agreement or the Transactions. Without limiting the foregoing, in the event that the Company does not provide access or information in reliance on the immediately preceding sentence, it shall provide notice to Parent that it is withholding such access or information and the basis for such withholding and shall use its reasonable best efforts to make appropriate substitute arrangements under circumstances in which the xxxxx described in the foregoing clauses (i) through (iv) would not apply or, to the extent such arrangements are not feasible, to provide, to the extent feasible, the applicable access or information in a way that would not result in the xxxxx described in the foregoing clauses (i) through (iv); provided that the Company shall not be required to provide such substitute arrangements or access or information to the extent the Company would incur third party fees or expenses in connection therewith. All requests by Purchaser for access information made pursuant to this Section 6.1 5.07 shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of Person designated by the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1.

Access to Information; Confidentiality. From the date hereof until earlier of the Closing or termination of this Agreement, the Company shall: (a) afford Purchaser Prior to the Closing Date, Parent shall provide Buyer and its Representatives with reasonable access, including access upon reasonable notice at reasonable times during normal business hours, to and the right to inspect the facilities, assets, premises, books and records, contracts, and agreements all of the Company; (b) make Books and Records and all of the officers properties and Employees of the Business available Company and Abacus and, during such period, Parent shall and shall cause the Company and Abacus to Purchaser furnish to Buyer such information concerning the Business, properties, financial condition, operations and its Representatives senior personnel of the Company and Abacus as they Buyer may from time to time reasonably request; (c) furnish Purchaser and its Representatives with , other than any such financialproperties, operating and other data books, contracts, records and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any are subject to an attorney-client or other privilege; legal privilege that might be impaired by such disclosure or (ii) contravene any applicable Laware subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) Parent shall use commercially reasonable efforts to take such action (such as entering into a joint defense agreement or (iiiother arrangement to avoid loss of the attorney-client privilege) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access respect to such information. Prior books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the Closing, without the prior written consent case of clause (ii) Parent shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and Parent shall use commercially reasonable efforts to obtain a waiver of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilitiesapplicable obligation. Purchaser shall, and shall cause its Representatives to, abide by the (b) The terms of the Confidentiality Agreement are incorporated herein by reference and shall continue in full force and effect until the Closing, at which time the obligations under the Confidentiality Agreement shall automatically terminate. If for any reason the transactions contemplated by this Agreement are not consummated, the Confidentiality Agreement shall continue in full force and effect in accordance with respect its terms. From and after the Closing, Buyer and its Affiliates (including, from and after the Closing, the Company and Abacus), on one hand, and Parent and its Affiliates, on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non-public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by or on behalf of the other party in connection with the transactions contemplated hereby regarding such other party’s business and operations and all information provided under the Transaction Documents including the terms of the Transaction Documents, which confidential information may also include Personal Information (the “Confidential Information”). All Confidential Information provided by or on behalf of a party to the other party shall be used by such other party and its applicable Affiliates solely for the purposes of performing its obligations under the Transaction Documents and, except as may be required in carrying out the transaction contemplated hereby, shall not be disclosed to any access or third party (and, in the event of any disclosure to any third party as may be required to carry out the transactions contemplated hereby, such third party shall be informed by the disclosing party of the confidential nature of such information provided pursuant and instructed to this Section 6.1.keep such information confidential). Additionally, Confidential Information may be shared by either party on a need-to-know basis with

Access to Information; Confidentiality. From (a) Subject to applicable Law and the date hereof until earlier of the Closing or termination of this Confidentiality Agreement, the Company shall: shall (ax) afford Purchaser provide Parent and its Representatives reasonable access to (at Parent’s sole cost and expense), during normal business hours and upon reasonable advance written notice, during the period from the date of this Agreement until the earlier of the Effective Time and the right termination of this Agreement pursuant to inspect Section 7.01, to the facilities, assets, premisesCompany Entities’ properties, books and records, contractsContracts, and agreements of the Company; personnel, in each case for any reasonable business purpose (bincluding transition and integration planning) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company consummation of the transactions contemplated by this Agreement and (y) furnish as Purchaser promptly as practicable to Parent all information (financial or any of otherwise) concerning its Representatives business, properties, Contracts and personnel as Parent may reasonably request; request (including information for the purpose of transition and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Companyintegration planning); provided, however, that that: (i) any such investigation access shall be conducted during normal business hours upon at Parent’s expense, at a reasonable advance notice to the Shareholders Representativetime, under the supervision of appropriate personnel of the Company’s personnel applicable Company Entity and in such a manner as not to unreasonably interfere with the normal operations operation of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted business of the Company Entities; (ii) the Company may withhold from Parent or directed exclusively its Representatives any document or information (A) that the Company reasonably believes, after consultation with outside counsel, is subject to the Shareholders Representativeterms of a confidentiality agreement with a third party or a Contract restricting such access (provided, or such other individuals as that the Shareholders Representative may designate in writing from time Company shall use its commercially reasonable efforts to time. Notwithstanding anything to obtain the contrary in this Agreement, none consent of the Companythird party or implement appropriate procedures to enable the disclosure of such information), its Representatives, the Shareholders Representative, or the Shareholders shall be required (B) is subject to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other legal privilege (provided, that the Company, upon the written request of Parent, shall use its commercially reasonable efforts to allow the disclosure of such document or information (or as much of it as possible) in a manner that does not result in a loss of attorney-client or other legal privilege; ), (iiC) contravene is commercially sensitive (as determined in the Company’s reasonable discretion) or (D) the access to which by Parent or its Representatives would violate any applicable Law (provided, that the Company, upon the reasonable written request of Parent, shall use its commercially reasonable efforts to provide such access or make such disclosure in a manner that does not violate applicable Law; or (iii) cause disclosure of any trade secrets). Notwithstanding anything contained in this Agreement to the contrary, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser not be required to enable Purchaser provide any access or make any disclosure to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access Parent pursuant to such information. Prior this Section 5.03 to the Closingextent such access or information is reasonably pertinent to a litigation where the Company, without on the prior written consent one hand, and Parent or any of its Affiliates, on the other hand, are adverse parties. No investigation or access permitted pursuant to this Section 5.03 shall affect or be deemed to modify any representation, warranty, covenant or agreement made by the Company hereunder. Without limiting the generality of the Shareholders Representativeforegoing, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, from and after the Company and Purchaser shall have no right to perform invasive or subsurface investigations date of this Agreement until the earlier of the facilities. Purchaser shallEffective Time and the termination of this Agreement pursuant to Section 7.01, except as may be required by Law, each Party shall (and shall cause its Representatives to, abide by ) use reasonable best efforts to cooperate in planning the terms restructuring and integration of the Confidentiality Agreement Company Entities and their respective businesses, on the one hand, with respect to any access or information provided pursuant to this Section 6.1Parent and its Subsidiaries and their respective businesses, on the other hand.

Access to Information; Confidentiality. (a) Within three Business Days following the Agreement Date, the Company will deliver to Purchaser a digital copy of all documents and other information that was Made Available on or prior to Agreement Date. From the date hereof Agreement Date until the earlier of the Closing or Date and the termination of this Agreement, the Company shall: (a) afford shall grant Purchaser and its Representatives reasonable access access, during normal business hours and upon reasonable notice, to the personnel, properties, and the right to inspect the facilities, assets, premises, books and records, contracts, and agreements records of the Company; (b) make Company that are in the officers and Employees of possession or under the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives control of the Company to cooperate with Purchaser in its investigation the extent relating to the transition of the Company’s business to Purchaser; provided, however, that any such investigation (i) all requests for access shall be conducted during normal business hours upon reasonable advance notice directed to the Shareholders Representative, under the supervision of the Company’s personnel Xxxxxx Xxxxxxxx and in such a manner as not to interfere with the normal operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, Xxxxxx Xxxxxx LLP or such other individuals person(s) as the Shareholders Representative Company may designate in writing from time to time. Notwithstanding anything to time (the contrary in this Agreement“Company Access Contact”), none (ii) such activities do not unreasonably interfere with the ongoing business or operations of the Company, its Representatives(iii) such access or related activities would not cause a violation of any agreement to which the Company is a party, the Shareholders Representative, or the Shareholders (iv) no Personal Information shall be required disclosed or used other than in compliance with applicable privacy Law, and (v) nothing herein shall require the Company or its Representatives to disclose any information furnish to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: or provide Purchaser with information or access to information that (iA) result in a waiver of any is subject to an attorney-client or other solicitor-client privilege or an attorney or solicitor work-product privilege; , (iiB) contravene any legal counsel for the Company reasonably concludes may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; Law or (iiiC) would cause disclosure of any trade secrets, provided that in each such case, the Shareholders and significant competitive harm to the Company if the Transactions are not consummated. Notwithstanding the foregoing proviso, Seller and Purchaser shall cooperate with Purchaser each use its respective reasonable best efforts to arrange alternatives to enable Purchaser to enter into appropriate confidentiality obtain the access or similar arrangements so information reasonably requested by Purchaser and its Representatives that Purchaser may have reasonable access to such information. Prior to the Closingis otherwise limited by clauses (ii), without the prior written consent (iii), and (iv) of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the foregoing proviso. The Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives toaccountants to cooperate with Purchaser’s agents and advisors in making available all financial information reasonably requested by Xxxxxxxxx and its Representatives, abide including the right to examine all work papers pertaining to all financial statements prepared or audited by the terms of the Confidentiality Agreement with respect to any access or information provided such accountants. No review pursuant to this Section 6.16.3(a) shall affect or be deemed to modify any representation or warranty contained herein, the covenants or agreements of the parties hereto or the conditions to the obligations of the parties hereto under this Agreement.

Access to Information; Confidentiality. (a) From the date hereof of this Agreement until the earlier to occur of the Closing Effective Time or the termination of this Agreement, subject to the Company shall: restrictions and/or consent obligations of any third-party agreement or Applicable Law, INX shall allow the Parent Parties and their officers, directors, employees, representatives, consultants, attorneys, agents, accountants, and financial advisors (acollectively, “Representatives”) afford Purchaser and its Representatives reasonable access during normal business hours, at the Parent Parties’ sole risk and expense, to and the right to inspect the all facilities, assetsproperties, premisespersonnel, books and books, records, contracts, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating contracts and other data and information related to the Company as Purchaser or any relevant documents of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the CompanyINX; provided, however, that any such no investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 5.2 shall affect any representation or warranty given by INX hereunder; and provided, further, that notwithstanding the provision of information by INX or investigation by the Parent Parties, INX shall not be submitted deemed to make any representation or directed exclusively warranty except as expressly set forth in this Agreement. The Parent Parties agree to conduct their investigation in a manner that does not interfere unreasonably with the operations of INX or with the prompt and timely discharge of the duties of INX’s employees. The Parent Parties agree to indemnify and hold INX harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any Representative of the Parent Parties, and any loss, damage to or destruction of any property owned by INX or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of any of the Parent Parties’ Representatives during any visit to the Shareholders Representativebusiness or property sites of INX prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, INX shall not be required to provide access to or otherwise disclose information if such information is subject to, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representativesaccess or disclosure would jeopardize, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client privilege, work product doctrine or other privilege; applicable privilege concerning legal proceedings or governmental investigations (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that INX shall have used reasonable best efforts to disclose such information in each a way that would not jeopardize such case, privilege) or which it is required to keep confidential by reason of contract or agreement with third parties (provided that INX shall have used reasonable best efforts to obtain the Shareholders and consent of such third party) or by reason of Applicable Law. None of the Company Parent Parties or any of their Representatives shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality conduct any environmental testing or similar arrangements so that Purchaser may have reasonable access to such information. Prior sampling on any of the business or property sites of INX prior to the Closing, completion of the Merger without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1INX.

Access to Information; Confidentiality. From Prior to the date hereof until earlier Closing, the Buyer may make such investigation of the Closing or termination business and properties of this Agreementthe Seller as the Buyer may desire and, upon reasonable notice, the Company shall: (a) afford Purchaser Seller shall give to the Buyer and its Representatives counsel, accountants and other representatives reasonable access access, during normal business hours throughout the period prior to the Closing, to the property, books, commitments, agreements, records, files and personnel of the Seller, and the right Seller shall furnish to inspect the facilities, assets, premises, books and records, contracts, and agreements Buyer during that period all copies of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data documents and information related concerning the Seller (all of such documents and information being referred to herein as "Confidential Information") as the Company as Purchaser or any of its Representatives Buyer may reasonably request; and (d) instruct the Representatives of the Company , subject to cooperate with Purchaser in its investigation of the CompanyApplicable Law; provided, however, that any such no investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 SECTION 11.3 shall be submitted affect any representation or directed exclusively to warranty of the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary Seller contained in this AgreementAgreement or in any agreement, none instrument or document delivered pursuant hereto or in connection herewith. The Seller acknowledges and agrees that irreparable damage would occur in the event any Confidential Information regarding the Transferred Assets or the Business were disclosed to or utilized on behalf of any Person that is in competition in any material respect with the Company, its RepresentativesBusiness. Accordingly, the Shareholders RepresentativeSeller covenants and agrees that after the Closing it will not, directly or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closingindirectly, without the prior written consent of the Shareholders RepresentativeBuyer, which consent use or disclose any Confidential Information, except as required by law or to authorized representatives of the Buyer. For purposes of this SECTION 11.3, it is agreed that the confidentiality obligations of the parties shall not extend to any information that (i) was or becomes generally available to the public other than as a result of disclosure by a party hereto or (ii) was or becomes available to a party hereto on a nonconfidential basis from a source not a party hereto, provided that such source is not known by by a party hereto to be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide bound by the terms of the Confidentiality Agreement a confidentiality agreement with respect to any access or information provided pursuant to this Section 6.1such Confidential Information.

Access to Information; Confidentiality. (a) From the date hereof until the earlier of the Closing Date or the termination of this AgreementAgreement in accordance with Article 11 and subject to applicable Law, (x) each Seller will (i) give, and will cause each Blocker Entity in which it owns Blocker Shares, the Company shall: (a) afford Purchaser and each Subsidiary of the Company to give, Parent, its Representatives counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours, upon prior notice, to and the right to inspect the facilitiesoffices, assets, premisesproperties, books and recordsrecords of each Blocker Entity in which such Seller owns Blocker Shares, contractsthe Company and the Company’s Subsidiaries, (ii) furnish, and agreements will cause each Subsidiary of the Company; (b) make the officers and Employees of the Business available Company to Purchaser and furnish, to Parent, its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financialcounsel, operating financial advisors, auditors and other authorized representatives such financial and operating data and other information related relating to each Blocker Entity in which such Seller owns Blocker Shares, the Company or any Subsidiary of the Company as Purchaser or any of its Representatives such Persons may reasonably request; request and (diii) instruct the Representatives employees, counsel and financial advisors of the Company or any Subsidiary of the Company to cooperate with Purchaser Parent in its investigation of each Blocker Entity in which such Seller owns Blocker Shares, the Company or any Subsidiary of the Company; provided, howeverand (y) Parent will (i) give the Company, that any its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours, upon prior notice, to the offices, properties, books and records of Parent, (ii) furnish to the Company, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to Parent as such Persons may reasonably request, and (iii) instruct the employees, counsel and financial advisors of Parent to cooperate with the Company in its investigation of Parent. Any investigation pursuant to this Section shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere unreasonably with the normal operations conduct of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none business of the CompanyCompany and Parent, its Representatives, the Shareholders Representative, as applicable. No investigation by any party hereto or the Shareholders other information received by any party hereto shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in operate as a waiver of or otherwise affect any attorney-client representation, warranty or agreement given or made by any other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders party hereunder. The confidentiality agreement between Parent and the Company dated as of May 1, 2008 (the “Confidentiality Agreement”) shall cooperate survive the termination of this Agreement in accordance with Purchaser its terms. On or prior to enable Purchaser the Closing Date, each Seller of any Blocker Entity shall deliver to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access Parent the minute books and all other books and records relating to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide Blocker Entity as reasonably requested by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1Parent.

Access to Information; Confidentiality. From the date hereof until earlier of the Closing or termination of this Agreement, the Company shall: (a) afford Purchaser All information furnished to or obtained by Buyer pursuant to Section 5.2(a) will be treated as “Evaluation Material” pursuant to the terms of the nondisclosure agreement executed by Buyer and Seller as of September 7, 2016 (the “Confidentiality Agreement”), the provisions of which are incorporated herein by reference. Subject to applicable restrictions contained in the Confidentiality Agreement, other than disclosures specifically permitted to be made without Seller’s or the Company’s prior written consent under Section 5.2(b), from the date of this Agreement to the Closing Date, upon reasonable notice, Seller will cause the Company to provide Buyer and its Representatives reasonable access to the Assets, Books and the right to inspect the facilities, assets, premises, books and records, contracts, and agreements Records of the Company; (b) make the officers Company and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser Buyer and its Representatives with such financial, operating and other data and information related to regarding the Company or the Business as Purchaser or any of its Representatives Buyer may reasonably request; and provided that: (di) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that any such investigation shall will be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as that does not to unreasonably interfere with the normal business operations of the CompanyCompany and maintains the confidentiality of the transactions contemplated by this Agreement; and (ii) Buyer will not be permitted to conduct any invasive environmental testing or “Phase II” assessments without Seller’s prior written consent (to be withheld or conditioned in its sole discretion). All requests by Purchaser for If any access pursuant or information is withheld on the basis of any applicable confidentiality, non-disclosure or privilege restrictions contained in any Contract to this Section 6.1 shall be submitted which Seller or directed exclusively the Company is a party, Seller will inform Buyer of the general nature of what is being withheld and use commercially reasonable efforts to the Shareholders Representative, make substitute disclosure arrangements to provide any such access or information to Buyer and its Representatives in a manner that will not violate such other individuals as the Shareholders Representative may designate in writing from time to timeconfidentiality or non-disclosure restrictions. Notwithstanding anything to the contrary in this Agreementherein, none of neither Seller nor the Company, its Representatives, the Shareholders Representative, or the Shareholders Company shall be required to disclose any information to Purchaser Buyer or any of its Representatives if such disclosure would, in Seller’s or the Shareholders RepresentativeCompany’s sole discretion: (ix) result in a waiver of jeopardize any attorney-attorney client or other privilege; or (iiy) contravene any applicable Law; law, fiduciary duty or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter agreement entered into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior prior to the Closing, without date hereof. Without the prior written consent of the Shareholders Representative, Company (which consent shall may not be unreasonably withheld), conditioned or delayed, Purchaser neither Buyer nor any of its Representatives shall not contact any suppliers to, or clients, employees (other than Xxxxxxx Xxxxxx), independent contractors or customers of, the Company Company. All requests for access by Buyer and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives toshall be submitted or directed exclusively to Xxxxxxx Xxxxxx, abide by or such other individuals as Seller or the terms of the Confidentiality Agreement with respect Company may designate from time to any access or information provided pursuant to this Section 6.1time.

Access to Information; Confidentiality. (a) From and after the date hereof until of this Agreement and prior to the earlier of the Closing Effective Time or the termination of this AgreementAgreement pursuant to Article VII, the Company shall: , and shall cause its Subsidiaries to, (ai) afford Purchaser provide to Parent and its Representatives reasonable access (under Company supervision), during normal business hours and upon reasonable prior notice, to and the right to inspect the facilitiesofficers, assetsemployees, premisesproperties, auditors, authorized representatives, books and records, contracts, and agreements records of the Company; (b) make the officers and Employees of the Business available to Purchaser Company and its Representatives as they may from time to time request; Subsidiaries and (cii) furnish Purchaser promptly such information concerning the Company and its Representatives with such financial, operating Subsidiaries as Parent and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives , except in either case that none of the Company to cooperate with Purchaser in or any of its investigation of the Company; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders Subsidiaries shall be required to (A) grant access if the Company reasonably determines that such access would materially disrupt or impair the business or operations of the Company or any of its Subsidiaries, (B) disclose any information to Purchaser if the extent such disclosure would, in the Shareholders RepresentativeCompany’s sole discretion: good faith opinion after consultation with outside legal counsel, (ix) result in a waiver of any attorney-client privilege, work product doctrine or other privilege; similar privilege or (iiy) contravene violate any applicable Law; Law or any confidentiality obligation of such party (iii) cause disclosure of any trade secretsprovided, provided however, that in each such casecase under this clause (B), the Shareholders Company, to the extent practicable, shall inform Parent of the general nature of the information being withheld and, upon Parent’s request, use reasonable best efforts to 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 (x) and (y)) or (C) grant access or disclose information relating to the negotiation and execution of this Agreement, that are reasonably pertinent to any adverse Legal Action between the Company and its Subsidiaries, on the one hand, and Parent and its Affiliates (other than the Company and its Subsidiaries), on the other hand, or that relate to a Takeover Proposal prior to the Company obtaining the Requisite Company Vote. Substantially concurrently with such time as such information is provided to senior management of the Company or the Company Board, the Company shall cooperate with Purchaser deliver to enable Purchaser Parent an unaudited profit and loss statement, balance sheet and income statement following the end of each calendar month for such month and the year-to-date through the end of such month and any other financial information regarding the Company regularly provided to enter into appropriate confidentiality senior management or similar arrangements so the Company Board. Except as provided in the immediately preceding sentence, nothing in this Section 5.4 will be construed to require the Company, any of its Subsidiaries or any of its or their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information that Purchaser may have reasonable are not prepared in the ordinary course of business or could not be prepared absent unreasonable expense or efforts. Any access to such information. Prior the properties of the Company or any of its Subsidiaries will be subject to the ClosingCompany’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Nothing contained in this Agreement shall give Parent or its Affiliates, directly or indirectly, rights to conduct or cause to be conducted any environmental investigation of the current or former operations or facilities of the Company or any of its Subsidiaries without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause in its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1sole discretion.

Access to Information; Confidentiality. From the date hereof until earlier of to the Closing or termination of this AgreementEffective Time, the Company shall: (a) afford Purchaser , and shall cause its Subsidiaries and its Representatives and their officers, directors, employees and representatives to, afford the representatives of Parent and Merger Sub reasonable access during normal business hours to and the right to inspect the facilitiesits officers, assetsemployees, premisesrepresentatives, books and records, contractsand shall furnish Parent and Merger Sub all financial data as Parent and Merger Sub, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they through their representatives, reasonably may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that the Company shall not be so obligated if, based upon written advice of its counsel, providing such access would reasonably likely violate applicable law. Parent and Merger Sub agree to hold in strictest confidence all, and not to disclose to others for any such investigation reason whatsoever, any non-public information received by it, any Subsidiary of Parent or Merger Sub or its or their representatives in connection with the transactions contemplated hereby except (i) as required by law; (ii) for disclosure to officers, directors, employees and representatives of Parent and the Subsidiaries of Parent as necessary in connection with the transactions and filings contemplated hereby; and (iii) for information which becomes publicly available other than through Parent or Merger Sub. In the event the Merger is not consummated, Parent and Merger Sub shall be conducted during normal business hours upon reasonable advance notice return to the Shareholders RepresentativeCompany all non- public information (no matter where contained) and other material obtained from the Company, the Subsidiaries of the Company or their representatives in connection with the transactions contemplated hereby, or shall certify to the Company that such information has been destroyed. Without limiting in any manner the obligations of Parent and Merger Sub under the supervision foregoing provisions of this Section 7.3, during the period between the date hereof and the Effective Time, or in the event that this Agreement is terminated for any reason by Parent, Merger Sub or the Company’s personnel and , all information disclosed by the Company to either Parent or Merger Sub relating in such a any manner as to the Company's business, operations, prospects, financial position or results of operations shall not be used, employed or misappropriated in any manner by Parent, Merger Sub or any of their Affiliates, successors or assigns that would be detrimental, harmful or adverse to interfere with the normal business, operations, prospects, financial position or results of operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1.

Access to Information; Confidentiality. From (a) Subject to compliance with applicable Law and Section 6.3(b), during the period commencing on the date hereof until earlier of and ending on the Closing or termination of this AgreementDate, the Company shall: , and shall cause its Subsidiaries to, (ai) afford Purchaser and give Purchaser, its Representatives and potential financing sources reasonable access to and the right to inspect the offices, facilities, assetspersonnel, premisesproperties, Contracts, books and recordsrecords (including, contractswithout limitation, and agreements accountant’s work papers) of the Company; Company and its Subsidiaries during normal business hours, (bii) make the officers and Employees of the Business available furnish to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser such financial and its Representatives with such financial, operating and other data and all other information related to the Company as Purchaser or any of its Representatives such Persons may reasonably request; , (iii) deliver to Purchaser monthly financial reports and any other reports delivered to the Company’s executive officers in the Ordinary Course that discuss the Company’s ongoing operating or financial results at the same time that such reports are delivered to such executive officers and (div) shall instruct the its Representatives of the Company to cooperate with Purchaser in its investigation of the business of the Company; provided, however, that any such no investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not business shall affect any representation or warranty made by either Party hereto or any condition to interfere with the normal operations obligations of either Party hereto. Each Party will use commercially reasonable efforts to minimize any disruption to the businesses of the CompanyCompany and its Subsidiaries that may result from requests for access, data and information hereunder. All requests by Purchaser for access pursuant to Notwithstanding the foregoing, this Section 6.1 6.3 shall not be submitted construed as granting Purchaser or directed exclusively its Representatives access to the Shareholders Representative, Real Property for purposes of performing any environmental testing or such other individuals as sampling without the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none prior written approval of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned withheld or delayed, Purchaser conditioned. In no event shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right be required to perform invasive approve of any environmental testing or subsurface investigations sampling at any Leased Real Property unless the Company obtains the consent of the facilities. Purchaser shallrelevant landlord(s), and which consent the Company shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect take commercially reasonable steps to any access or information provided pursuant to this Section 6.1.obtain..

Access to Information; Confidentiality. (a) From the date hereof until earlier of the Closing or termination of this AgreementAgreement to the Closing, Seller will cause the Company shall: to (ai) afford Purchaser give Buyer and its Representatives authorized representatives reasonable access to all books, business and the right to inspect the facilities, assets, premises, books and financial records, contractspersonnel, technology, processes, business plans, budgets and projections, offices and other facilities and properties of the Company and its accountants, (ii) allow Buyer reasonable access to the Real Property for purposes of conducting Phase I or Phase II environmental site assessments, environmental compliance reviews or other environmental inspections, reviews, tests or analyses, provided that Buyer shall not undertake any intrusive environmental sampling without Seller’s prior consent, which consent shall not be unreasonably withheld, (iii) permit Buyer to make such copies and inspections thereof as Buyer may reasonably request, and agreements (iv) cause the Company’s officers, as applicable, to furnish Buyer with such financial and operating data and other information with respect to the business and properties of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives Company as they Buyer may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that any such investigation access shall be conducted during normal business hours upon at Buyer’s risk and expense, at a reasonable advance notice to the Shareholders Representativetime, under the supervision of Seller or the Company’s personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated by this Agreement and not to interfere unreasonably with the normal operations operation of the businesses of Seller or the Company. All requests Notwithstanding the foregoing, Buyer shall not undertake any “intrusive” environmental investigations (i.e., investigations involving boring or drilling upon the Property, soil testing or water or groundwater testing, or activities of a similar nature) without Seller’s consent, such consent not to be unreasonably withheld based upon good cause as evidenced by Purchaser for access pursuant a “Phase I” environmental site assessment prepared by a reputable, licensed, professional environmental consultant reasonably satisfactory to this Section 6.1 Seller. If consent is granted, such testing or other activities shall be conducted only in accordance with procedures submitted in writing to Seller and approved by Seller in advance, which approval will not be unreasonably withheld or directed exclusively delayed. Further, other than as required to conduct a “Phase I” environmental site assessment, Buyer shall not prior to Closing contact any governmental agency or instrumentality to disclose or discuss any information regarding the Property without Seller’s prior consent, such consent not to be unreasonably withheld. Buyer shall notify Seller in advance of any environmental investigations with respect to the Shareholders RepresentativeProperty and afford Seller an opportunity to be present at the time of any such investigation. Prior to Closing, Buyer shall hold confidential all information it generates or receives with respect to the Property and shall not disclose such other individuals as the Shareholders Representative may designate in writing from time information to timeany third party except on a reasonable “need to know” basis. Notwithstanding anything in this Section 4.2 to the contrary in this Agreementcontrary, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders Seller shall not be required to disclose provide, or to cause the Company to provide, any information under this Section 4.2(a) that is competitively sensitive and which could be reasonably expected to Purchaser if such disclosure wouldbe used as evidence of a violation under federal, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any state or foreign anti-trust laws, subject to attorney-client privilege or other privilege; subject to a confidentiality agreement with a third party (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative“Privileged Information”); provided, which consent shall not be unreasonably withheldhowever, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement that with respect to any access or information provided pursuant to this Section 6.1.that Seller claims is

Access to Information; Confidentiality. From (a) Subject to applicable Laws relating to the exchange of information, from the date hereof until the earlier of the Closing Effective Time or termination of the date on which this AgreementAgreement is terminated in accordance with its terms, the Company shall: (a) shall afford Purchaser Parent and its Representatives reasonable access to and the right to inspect the facilities, assets, premises, books and records, contracts, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel properties, books, Contracts and records, and the Company shall furnish promptly to Parent such information concerning its business and properties as Parent may reasonably request (other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws); provided that Parent and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the normal business or operations of the Company; and provided, further, that the Company shall not be obligated to provide such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. All requests Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Purchaser for access Representatives of Parent to such customers as shall be mutually agreed by Parent and the Company. No investigation pursuant to this Section 6.1 5.6 shall be submitted affect any representation, warranty, covenant or directed exclusively agreement of any party hereto or any condition to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none obligations of the Company, its Representativesparties hereto. Until the Effective Time, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.15.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactions.

Access to Information; Confidentiality. From (a) Subject to the limitations set forth herein, from the date hereof until to the Effective Time or the earlier of the Closing or termination of this Agreement, upon reasonable prior written notice, the Company shall: , and shall use its reasonable best efforts to cause its subsidiaries, officers, directors and employees to, afford the officers, employees, auditors, consultants and other authorized representatives of Parent reasonable access, consistent with applicable law, at all reasonable times to its officers, employees, properties, offices, plants and other facilities (a) afford Purchaser including, without limitation, until November 25, 2002, such access necessary for Parent and its Representatives reasonable access representatives to conduct Phase II or other environmental testing or samplings at the sites and in the manner specified in the Environmental Access Agreement, dated the date hereof, among Parent, Merger Sub and the right Company (the "Environmental Tests")) and to inspect the facilities, assets, premises, all books and records, contracts, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) shall furnish Purchaser and its Representatives Parent with such all financial, operating and other data and information related as Parent through its officers, employees or authorized representatives, may from time to time reasonably request in writing. Notwithstanding the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; providedforegoing, however, that any such investigation or consultation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere unreasonably with the normal business or operations of the CompanyCompany or its subsidiaries. All requests by Purchaser for access pursuant If Parent believes that any condition to this Section 6.1 closing of Parent and Merger Sub contained in Article VII hereof would fail to be satisfied due primarily to the results of the Environmental Tests, then Parent shall notify the Company in writing as to such fact no later than December 2, 2002. If Parent so notifies the Company that it believes that any such condition to closing would fail to be satisfied due primarily to the Environmental Tests, Parent shall provide such information with respect to such purported failure as the Company reasonably requests. If Parent does not so notify the Company that it believes that any such condition to closing would fail to be satisfied due primarily to the Environmental Tests, then Parent and Merger Sub shall be submitted or directed exclusively deemed to have irrevocably waived any right to assert a failure of any of the conditions in Article VII to be satisfied due primarily to the Shareholders RepresentativeEnvironmental Tests. Not later than December 2, or such other individuals as 2002, Parent shall notify the Shareholders Representative may designate Company in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Companyestimate of the remediation costs and related expenses determined as a result of the Environmental Tests and promptly following any request, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and supporting documentation with respect thereto as the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1reasonably request.

Access to Information; Confidentiality. From Subject to applicable Law and any applicable Judgment, between the date hereof until of this Agreement and the earlier of the Closing or Effective Time and the termination of this Agreement pursuant to Section 7.01, on reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford to Parent and Parent’s Representatives reasonable access during normal business hours to the officers, employees, agents, properties, books, Contracts and records of the Company and its Subsidiaries (other than any of the foregoing that relate to the negotiation and execution of this Agreement, or, except as expressly provided in Section 5.02, to any Takeover Proposal or any other transactions potentially competing with or alternative to the Transactions or proposals from other parties relating to any competing or alternative transactions) and the Company shall: shall (aand shall cause its Subsidiaries to) afford Purchaser furnish promptly to Parent and Parent’s Representatives such information concerning its Representatives reasonable access to and the right to inspect the facilitiesbusiness, personnel, assets, premises, books liabilities and records, contracts, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives properties as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser Parent or any of its Representatives may reasonably request; and request (d) instruct the Representatives of other than, in each case, any information that is reasonably pertinent to any adverse Action between the Company to cooperate with Purchaser in and its investigation of Affiliates, on the Companyone hand, and Parent and its Affiliates, on the other hand); provided, however, provided that Parent and its Representatives shall conduct any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and activities in such a manner as not to interfere unreasonably with the normal business or operations of the CompanyCompany or any of its Subsidiaries; provided further that the Company shall not be obligated to provide such access or information if the Company determines, in its reasonable judgment, that doing so is reasonably likely to (i) violate applicable Law or an applicable Judgment, (ii) result in the disclosure of trade secrets or competitively sensitive information to third parties or (iii) result in the loss of an attorney-client privilege, attorney work product protection or other legal privilege. In any such event, the Company shall use its reasonable best efforts to communicate, to the extent feasible, the applicable information in a way that would not violate the applicable Law or Judgment or risk waiver of such privilege or protection, including entering into a joint defense agreement, common interest agreement or other similar arrangement. All requests by Purchaser for access information made pursuant to this Section 6.1 5.05 shall be submitted or directed exclusively to the Shareholders Representative, executive officer or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of Person designated by the Company. Until the Effective Time, its Representatives, all information provided between the Shareholders Representative, or the Shareholders parties hereto and their Representatives shall be required subject to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the letter agreement dated as of July 11, 2023, by and between the Company and Parent (the “Confidentiality Agreement with respect Agreement”) and shall be deemed to any access or information provided pursuant to this Section 6.1be “Confidential Information” thereunder.

Access to Information; Confidentiality. From the date hereof until earlier of the Closing or termination of this Agreement(a) Subject to applicable Law, the Company shall: (a) afford will provide and will cause its Subsidiaries and its and their respective Representatives to provide Parent, Purchaser and its Representatives reasonable access to and the right to inspect the facilitiestheir Representatives, assets, premises, books and records, contracts, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that any such investigation shall be conducted during normal business hours and upon reasonable advance notice (i) such access to the Shareholders Representativeofficers, under the supervision management, employees, offices, properties, books and records of the Company’s personnel Company and in such a manner Subsidiaries (so long as such access does not to unreasonably interfere with the normal operations of the Company) as Parent, Purchaser or their Representatives reasonably may request, except that Parent, Purchaser and their Representatives shall not conduct any physical testing, sampling or analysis of soil, subsoil, groundwater, other environmental constituents or building materials without specific written authorization from the Company, (ii) within five Business Days of the end of each month following the date hereof, an unaudited monthly consolidated balance sheet of the Company and its Subsidiaries for the month then ended and related consolidated statements of operations, cash flows and stockholders’ equity, and (iii) such other information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries that Parent, Purchaser or their Representatives reasonably may request. All requests by Notwithstanding the foregoing, Parent, Purchaser for and their Representatives shall not have access to any books, records and other information the disclosure of which would, in the Company’s good faith opinion after consultation with legal counsel, result in the loss of attorney-client privilege with respect to such books, records and other information. The parties will make appropriate substitute arrangements under circumstances in which the restrictions of the preceding sentence apply. Any information exchanged pursuant to this Section 6.1 5.2 that constitutes “Evaluation Material” (as defined in the Confidentiality Agreement) shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals treated as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, provided in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1Agreement.

Access to Information; Confidentiality. From The Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective Representatives reasonable access during normal business hours, during the date hereof until earlier of period prior to the Closing Effective Time or the termination of this AgreementAgreement in accordance with its terms, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, promptly make available to Parent: (a) afford Purchaser a copy of each report, schedule, registration statement and its Representatives reasonable access other document filed or received by it during such period pursuant to the requirements of federal or state securities laws and the right to inspect the facilities, assets, premises, books and records, contracts, and agreements of the Company; (b) make all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any workpapers of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Companyauditors); provided, however, that the foregoing shall not require the Company to disclose any information to the extent such disclosure would contravene applicable Law (including Gaming Laws). Any investigation pursuant to this Section shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere unreasonably with the normal operations conduct of the business of the Company and its Subsidiaries (it being understood and agreed that Parent, Merger Sub and their respective Representatives shall not be deemed to be causing any such unreasonable interference if any of them are attempting to access information in order to verify the Company’s and its Subsidiaries’ compliance with, and to otherwise enforce Parent’s and Merger Subs’ rights under, Sections 5.1 and 5.2 hereof). All requests by Purchaser for access such information shall be held confidential in accordance with the terms of the Confidentiality Agreement between Parent and the Company dated as of December 3, 2010 (the “Confidentiality Agreement”). Other than as expressly set forth in this Agreement or in the Company Disclosure Letter, no investigation pursuant to this Section 6.1 5.4 or information provided, made available or delivered to Parent pursuant to this Agreement shall be submitted affect any of the representations, warranties, covenants, rights or directed exclusively remedies, or the conditions to the Shareholders Representativeobligations of, or such other individuals as the Shareholders Representative may designate in writing from time to timeparties hereunder. Notwithstanding anything to the contrary in this Agreementset forth herein (including, none of the Companywithout limitation, its RepresentativesSections 5.5 and 5.7 hereof), the Shareholders Representative, or the Shareholders Company shall not be required to provide access to, or to disclose any information to Purchaser if information, where such access or disclosure would, in would jeopardize the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client privilege of the Company or other privilegeits Subsidiaries; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secretsprovided, provided that that, in each such casecircumstance, the Shareholders and the Company shall cooperate with Purchaser Parent to enable Purchaser implement a procedure to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable permit access to or disclosure of such information. Prior information in a manner that would not reasonably be expected to jeopardize the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1attorney/client privilege.

Access to Information; Confidentiality. From The Company shall afford to Parent, and to Parent's officers, employees, accountants, counsel, financial advisors and other representatives, reasonable access during normal business hours during the date hereof until earlier of period prior to the Closing Effective Time or the termination of this AgreementAgreement to all its properties, books, contracts, commitments, personnel and records and, during such period, the Company shall: shall furnish promptly to Parent (a) afford Purchaser a copy of each report, schedule, registration statement and its Representatives reasonable access other document filed by it during such period pursuant to the requirements of Federal or state securities laws and the right to inspect the facilities, assets, premises, books and records, contracts, and agreements of the Company; (b) make the officers all other information concerning its business, properties and Employees of the Business available to Purchaser and its Representatives personnel as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives Parent may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that (i) Parent shall not contact, and Parent shall ensure that none of its officers, employees, accountants, counsel, financial advisors or other representatives contacts, any such investigation employee of the Company or any of its subsidiaries without the prior authorization of the Company's Chief Executive Officer, Chief Operating Officer or Chief Financial Officer, and (ii) Parent shall be conducted ensure that none of its employees, accountants, counsel, financial advisors or other representatives interferes with or otherwise disrupts the business or operations of the Company while exercising the rights provided under this Section 5.4. Parent shall afford to the Company, and to the Company's officers, employees, accountants, counsel, financial advisors and other representatives, reasonable access during normal business hours upon reasonable advance notice during the period prior to the Shareholders RepresentativeEffective Time or the termination of this Agreement to all its properties, under the supervision of the Company’s books, contracts, commitments, personnel and in records and, during such period, Parent shall furnish promptly to the Company (a) a manner as not to interfere with the normal operations copy of the Company. All requests each report, schedule, registration statement and other document filed by Purchaser for access it during such period pursuant to this Section 6.1 shall be submitted the requirements of Federal or directed exclusively to the Shareholders Representativestate securities laws and (b) all other information concerning its business, or such other individuals properties and personnel as the Shareholders Representative Company may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreementreasonably request; provided, none of the Companyhowever, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: that (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secretsthe Company shall not contact, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality ensure that none of its officers, employees, accountants, counsel, financial advisors or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closingother representatives contacts, any employee of Parent or any of its subsidiaries without the prior written consent authorization of the Shareholders RepresentativeParent's Chief Executive Officer, which consent shall not be unreasonably withheldChief Operating Officer or Chief Financial Officer, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, and (ii) the Company shall ensure that none of its employees, accountants, counsel, financial advisors or other representatives interferes with or otherwise disrupts the business or operations of Parent while exercising the rights provided under this Section 5.4. Parent and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shallCompany will each hold, and shall will cause its Representatives totheir respective officers, abide by employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any and all information received from the terms other party, directly or indirectly, in confidence, in accordance with the respective Confidentiality Agreements dated as of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1July 3, 1997.

Access to Information; Confidentiality. From Subject to applicable Laws relating to the date hereof until earlier exchange of information, the Closing Company agrees that, prior to the Effective Time or the termination of this AgreementAgreement in accordance with Article VII, Parent shall be entitled, through its officers, employees and representatives (including its legal advisors and accountants), to make such investigation of the properties, businesses and operations of the Company shall: (a) afford Purchaser and its Representatives reasonable access Subsidiaries and such examination of the books, records and financial condition of the Company as it reasonably requests and to make extracts and the right to inspect the facilities, assets, premises, copies of such books and records. No investigation by Parent prior to or after the date of this Agreement shall diminish or obviate any of the representations, contractswarranties, and covenants or agreements of the Company; (b) make Company contained in this Agreement or the officers and Employees Company Documents. Any such investigation by Parent shall not unreasonably interfere with any of the Business available to Purchaser businesses or operations of the Company and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or Subsidiaries. Neither Parent nor any of its Representatives may reasonably request; and (d) instruct officers, employees or representatives shall, prior to the Representatives Closing Date, have any contact whatsoever with any customer, lender, lessor, vendor, supplier, employee or consultant of the Company to cooperate and its Subsidiaries, except in consultation with Purchaser in its investigation the Company and then only with the express prior approval of the Company; provided, however, that any such investigation which approval shall not be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Companyunreasonably withheld. All requests by Purchaser Parent for access pursuant to this Section 6.1 or information shall be submitted or directed exclusively to an individual or individuals to be designated by the Shareholders RepresentativeCompany. In order that Parent may have full opportunity to make such physical, business, accounting and legal review, examination or such other individuals investigation as the Shareholders Representative it may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none reasonably request of the Companyaffairs of the Company and its Subsidiaries, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser use commercially reasonable efforts to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to cause the Closingofficers, without the prior written consent employees, consultants, agents, accountants, attorneys and other representatives of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right its Subsidiaries to perform invasive or subsurface investigations of the facilitiescooperate fully with such representatives in connection with such review and examination. Purchaser shall, and shall cause its Representatives to, abide Except for disclosures permitted by the terms of the Confidentiality Agreement with respect Agreement, dated as of March 15, 2006, between Parent and the Company (as it may be amended from time to any access or time, the “Confidentiality Agreement”), Parent and its Representatives shall hold information provided received from the Company pursuant to this Section 6.15.6 in confidence in accordance with the terms of the Confidentiality Agreement.

Access to Information; Confidentiality. From the date hereof until earlier of the Closing or termination of this Agreement, the Company shall: (a) afford Purchaser Each Seller and its Representatives reasonable access to and the right to inspect the facilities, assets, premises, books and records, contractsCompany shall, and agreements of shall cause the Company; (b) make the officers and Employees of the Business available Subsidiaries to, afford to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financialaccountants, operating counsel, financial advisors and other representatives, reasonable access, during normal business hours upon reasonable notice throughout the period prior to the Closing, to the properties and facilities (including all owned or leased real property and the buildings, structures, fixtures, appurtenances and improvements erected, attached or located thereon) of the Business, books, financial information (including working papers and data and information related to the Company Business, internal audit reports, and "management letters" from accountants with respect to the internal controls of the Companies or Subsidiaries or otherwise related to the Business, Contracts and records of the Companies and Subsidiaries or otherwise related to the Business and, during such period, shall furnish promptly such information concerning the businesses, properties and personnel of the Companies and Subsidiaries or otherwise related to the Business as Purchaser or any of its Representatives may shall reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that any such investigation shall be conducted during normal not unreasonably disrupt the Sellers', the Companies' or the Subsidiaries' business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to timeoperations. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be unreasonably withheld, conditioned or delayedforegoing, Purchaser shall not contact any suppliers to, or customers of, have access to personnel records of the Company and Purchaser Subsidiaries relating to individual performance or evaluation records, medical histories or other information which in the Sellers' good faith opinion would result in noncompliance of any applicable Law by any Seller, Company or Subsidiary, or the disclosure of which could subject any Seller, Company or Subsidiary to Liability. The Companies shall have no right to perform invasive or subsurface investigations authorize and direct the managers and employees of the facilities. Purchaser shall, Subsidiaries to discuss matters involving the operations and shall cause its Representatives to, abide by the terms business of any of the Confidentiality Agreement Companies or Subsidiaries, as the case may be, with respect to any access or information provided pursuant to this Section 6.1representatives of Purchaser.

Access to Information; Confidentiality. From the date hereof until earlier of the Closing or termination of this Agreement, the Company shall: (a) afford Purchaser and its Representatives reasonable access to and Except for (x) information that, if provided, would, in the right to inspect judgment of Seller’s legal counsel, adversely affect the facilities, assets, premises, books and records, contracts, and agreements ability of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser Seller or any of its Representatives Affiliates to assert attorney-client or attorney work product privilege or a similar privilege, (y) for information relating to communications regarding the divestiture of the Company, any Subsidiary and/or their business (including information relating to the identity of other Persons expressing an interest in acquiring the Company, any Subsidiary and/or their business and the terms of such proposals) or (z) information that, in the reasonable opinion of Seller’s legal counsel, the disclosure of which may result in a violation of any Applicable Law or order, from the Effective Date until the Closing Date, Seller will, at reasonable times and upon reasonable notice, (A) give, and will cause the Company and each Subsidiary to give, Buyer, its counsel, financial advisors, auditors and other authorized representatives full access to the offices, properties, books and records of the Company and the Subsidiaries and to the books and records of Seller relating to the Company and the Subsidiaries, (B) furnish, and will cause the Company and each Subsidiary to furnish, to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company or any Subsidiary as such Persons may reasonably request; request and (dC) instruct the Representatives employees, counsel and financial advisors of Seller or the Company or any Subsidiary to cooperate with Purchaser Buyer in its investigation of the Company; providedCompany or any Subsidiary. None of Buyer, howeverany Affiliate of Buyer or any representative of the foregoing shall, directly or indirectly, contact or communicate with any employees or consultants of the Company or any of its Subsidiaries or any third party that has business dealings with the Company or any such investigation shall be conducted during normal business hours upon reasonable advance notice of its Subsidiaries (including customers, suppliers and lessors) with respect or relating to the Shareholders Representativetransactions contemplated hereby, under the supervision of the Company’s personnel and in such a manner as not to interfere except with the normal operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent of Seller or the Shareholders Representative, Company in each instance (which consent shall not be unreasonably withheld, conditioned withheld or delayed), Purchaser and with a representative of Seller jointly participating in any such communication. No investigation by Buyer or other information received by Buyer shall not contact operate as a waiver or otherwise affect any suppliers torepresentation, warranty or customers ofagreement given or made by Seller hereunder. Buyer and its Affiliates and representatives shall treat all information obtained from or on behalf of Seller, the Company or any of its Subsidiaries as “Confidential Information” under the Mutual Nondisclosure Agreement dated December 5, 2012 by and Purchaser between Global Futures & Forex Ltd. and GAIN Capital Holdings, Inc. (the “Confidentiality Agreement”) and Buyer shall have no right continue to perform invasive or subsurface investigations of the facilities. Purchaser shallhonor, and shall cause its Representatives torepresentatives to honor, abide by the terms of obligations thereunder for such time and under such conditions as are required under the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.1Agreement.

Access to Information; Confidentiality. (a) From the date hereof until earlier of the Closing or termination of this AgreementDate, the Company shall: (a) afford Purchaser and its Representatives reasonable access to and the right to inspect the facilities, assets, premises, books and records, contracts, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser shall provide Buyer and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, however, that any such investigation shall be conducted reasonable access during normal business hours and upon reasonable advance notice to the Shareholders Representativeoffices, under the supervision properties, books and records of the Company’s personnel Company and the Company Subsidiaries and of Seller and its Subsidiaries (to the extent relating to the Company Business or the Restructuring), including continued access to a “frozen” version of the electronic data room maintained by Seller and its Subsidiaries in connection with the transactions contemplated hereby; provided that such a manner as access does not to unreasonably interfere with the normal operations of the Company. All ; provided further that all requests by Purchaser for such access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, Seller or such other individuals Person as the Shareholders Representative Company may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders Company shall not be required to disclose any information to Purchaser Buyer if such disclosure would, in the Shareholders Representative’s sole discretion: would be reasonably likely to (ia) result in a waiver of jeopardize any attorney-client or other legal privilege; , so long as the Company shall have made all reasonable efforts to take any action (iisuch as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such information as is necessary to permit disclosure to Buyer and its Representatives, or (b) contravene any applicable Law; Laws (including the Antitrust Laws) or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter binding agreement entered into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior prior to the Closingdate hereof, without the prior written consent of the Shareholders Representativeso long as, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access binding agreements, the Company shall have made all reasonable efforts to obtain a waiver regarding the disclosure to Buyer and its Representatives from the third party to whom the confidentiality obligation is owed. Neither the Company nor Seller make any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 6.4, and Buyer 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 III and Article IV. The information provided pursuant to this Section 6.16.4 will be used solely for the purpose of effecting the transactions contemplated hereby, and will be governed by all the terms and conditions of the Confidentiality Agreement.

Access to Information; Confidentiality. From the date hereof until earlier of the Closing or termination of this Agreement, the Company shall: (a) afford Purchaser Subject to Section 6.03(b) and its Representatives applicable Laws, upon reasonable access to notice, each of First Solar and SunPower shall (and shall cause the FS Contributed Companies and the right to inspect the facilitiesSP Contributed Companies, assets, premises, books and records, contracts, and agreements of the Company; (brespectively) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct afford the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; providedrequesting Party reasonable access, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice during the Interim Period, to the Shareholders Representativeproperties, under books, contracts and records of its Contributed Companies (and, in the supervision case of SunPower, the Operating Company’s personnel and in ); provided that such access shall be provided on a manner as not basis that minimizes the disruption to interfere with the normal operations of the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Companydisclosing Party, its RepresentativesContributed Companies and its other Subsidiaries; and provided, further, that the Shareholders Representative, or the Shareholders requesting Party shall be required to disclose any information to Purchaser if such disclosure would, in the Shareholders Representative’s sole discretion: not (i) result in a waiver contact clients, customers or suppliers of any attorney-client the disclosing Party (or its Contributed Companies or other privilege; (iiSubsidiaries) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior respect to the Closing, transactions contemplated hereby without the prior written consent of the Shareholders Representative, disclosing Party (which consent shall not may be unreasonably withheld, conditioned withheld at such Party’s sole discretion) or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to (ii) perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide real property owned or leased by the terms disclosing Party, its Contributed Companies or its other Subsidiaries. The disclosing Party shall have a right to have a representative present at all times at any inspections, interviews and examinations conducted at or in the offices or other facilities or properties of the Confidentiality Agreement disclosing Party, its Contributed Companies or its other Subsidiaries. To the fullest extent permitted by Law, the disclosing Party shall not be responsible or liable to the requesting Party for injuries sustained by the requesting Party’s Representatives in connection with respect to any the access or information provided pursuant to this Section 6.16.03(a), and shall be indemnified and held harmless by the requesting Party for any Damages suffered by the disclosing Party or its officers, employees, counsel, accountants or representatives in connection with any such injuries, including personal injury, death or physical property damage. THIS INDEMNIFICATION IS EXPRESSLY INTENDED TO APPLY NOTWITHSTANDING ANY NEGLIGENCE (WHETHER SOLE, CONCURRENT, ACTIVE OR PASSIVE) OR OTHER FAULT OR STRICT LIABILITY ON THE PART OF THE DISCLOSING PARTY, EXCEPTING ONLY INJURIES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE DISCLOSING PARTY.