Common use of Access to Information; Confidentiality Clause in Contracts

Access to Information; Confidentiality. (a) To the extent not restricted by third-party agreement or applicable law, the Company shall, subject to any necessary third-party approvals, allow the Parent and its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable access during normal business hours, at Parent’s sole risk and expense, to all facilities, properties, personnel, books and records of the Company and the Company Subsidiaries. Parent agrees to conduct its investigation in a manner that does not interfere unreasonably with the Company’s or the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, that the Company shall use its reasonable best efforts to (A) obtain the required consent of any third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheld.

Access to Information; Confidentiality. (a) To Upon reasonable notice and subject to Law, the extent not restricted Company, for purposes of enabling Parent to verify the representations and warranties of the Company and/or to prepare for the Integrated Mergers and the other matters contemplated by third-party agreement this Agreement shall, and shall cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors and other representatives of Parent, access, during normal business hours during the period from the date hereof to the Effective Time, to all of the Company’s properties, books, contracts, commitments, personnel, information technology systems, Tax Returns and related work papers and records reasonably requested by Parent. The Company shall cooperate with Parent in preparing to execute after the Effective Time conversion or applicable lawconsolidation of systems and business operations generally, and, during such period, the Company shall, subject and shall cause its Subsidiaries to, promptly make available to any necessary third-party approvalsParent (i) a copy of each report, allow the Parent and its officersschedule, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors registration statement and other advisors reasonable access during normal business hours, at Parent’s sole risk and expense, to all facilities, properties, personnel, books and records of document filed or received by the Company and during such period pursuant to the requirements of federal securities laws or federal or state banking laws (other than reports or documents which the Company Subsidiaries. Parent agrees is not permitted to conduct its investigation in a manner that does not interfere unreasonably with disclose under Law) and (ii) all other information concerning the Company’s or business, properties and personnel as Parent may reasonably request. Neither the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of nor any of the Parent Parties’ representatives during any visit to the business or property sites of the Company or the Company its Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise to disclose (x) board and committee minutes that discuss any of the transactions contemplated by this Agreement or (y) information if such information is subject to, or where such access or disclosure would jeopardizeviolate or prejudice the rights of the Company’s customers, jeopardize the attorney-client privilege, privilege or the right to assert the work product doctrine of the institution in possession or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, that the Company shall use its reasonable best efforts to (A) obtain the required consent of any third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure control of such information without violating applicable law (after giving due consideration to the existence of any common interest, joint defense or jeopardizing such privilege. Neither Parent nor similar agreement between the parties) or contravene any of its officerslaw, employeesrule, representativesregulation, consultantsorder, attorneysjudgment, agentsdecree, lenders, bankers, financial advisors fiduciary duty or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of the Company or the Company Subsidiaries binding agreement entered into prior to the completion date hereof. The Company will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldpreceding sentence apply.

Access to Information; Confidentiality. (a) To From the extent not restricted by third-party agreement date of this Agreement until the Effective Time or applicable lawthe date, the Company shallif any, on which this Agreement is terminated pursuant to Section 8.01, subject to any necessary third-party approvalsapplicable Law, allow and upon reasonable prior written notice, the Parent Company, on the one hand, and its officersParent, employeeson the other hand, representativesshall, consultantsand each shall cause each of their respective Subsidiaries to, attorneys, agents, lenders, bankers, financial advisors afford to the other parties and to the other advisors parties’ respective Representatives reasonable access during normal business hours, at Parent’s sole risk and expense, hours to all facilities, of their and their respective Subsidiaries’ properties, personneloffices, personnel and books and records and, during such period, the Company, on the one hand, and Parent, on the other hand, shall, and each shall cause each of their respective Subsidiaries to, furnish promptly to the Company other parties all financial, operating and the Company Subsidiaries. Parent agrees to conduct other data and information concerning its investigation in a manner business, properties and personnel as each may reasonably request; provided, however, that does any such access shall not interfere unreasonably with the Company’s business or operations of the Company Subsidiaries’ operations and party granting access or otherwise result in any unreasonable interference with the prompt and timely discharge by the such party’s employees of their normal duties. Neither the Company and the Company Subsidiaries Company, nor Parent, nor any of their duties. Parent agrees to indemnify and hold the Company and the Company respective Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to (i) provide access to or otherwise to disclose information if such information is subject to, or where such access or disclosure would jeopardize, reasonably be expected to jeopardize the attorney-client privilegeclient, attorney work product doctrine or other applicable legal privilege concerning legal proceedings or governmental investigations; provided, however, of the disclosing party (provided that the Company disclosing party shall use its reasonable best efforts to (A) obtain the required consent of any third party to provide allow for such access or disclosuredisclosure in a manner that would not reasonably be expected to jeopardize the attorney-client, attorney work product or other legal privilege) or contravene any Law, legal duty or binding agreement entered into prior to the date of this Agreement (Bprovided that the disclosing party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law, legal duty or agreement) develop an alternative or (ii) provide access to providing or to disclose such portions of documents or information so as relating to address such pricing or other matters that are highly sensitive where such access or disclosure is reasonably acceptable likely to Parent result in antitrust difficulties for the disclosing party or any of its Affiliates. No investigation under this Section 6.02 or otherwise shall affect any of the representations and warranties of the Company and the Company OP, on the one hand, or of Parent, Parent OP and Merger Sub, on the other hand, contained in this Agreement or any condition to the obligations of the parties under this Agreement. All information exchanged pursuant to this Section 6.02 shall be subject to the non-disclosure agreement, dated as of June 8, 2021, between the Company and Parent (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any one of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of upstream Affiliates) (the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheld“Confidentiality Agreement”).

Access to Information; Confidentiality. (a) To From and after the extent not restricted by third-party agreement or applicable lawClosing, upon reasonable notice to the Company, the Company shall, subject and shall cause its Affiliates to, afford or cause to any necessary third-party approvals, allow be afforded to the Parent Buyer Parties and its officers, their Subsidiaries and their employees, representativescounsel, consultants, attorneys, agents, lenders, bankers, financial advisors auditors and other advisors representatives reasonable access during normal business hours, at Parent’s sole risk and expense, to all facilitiesthe auditors, properties, personnelbooks, books Contracts, commitments and records (including accountant or auditor workpapers, subject to execution of a customary confidentiality agreement by the applicable Buyer Party) relating to the Company, its Subsidiaries or the Transactions for any reasonable business purpose, including in respect of insurance matters, financial reporting, regulatory and compliance matters, Tax matters and accounting of the Company and the Company its Subsidiaries. Parent agrees to conduct its investigation , in each case, in a manner that does so as to not unreasonably interfere unreasonably in any material respect with the Company’s or the Company Subsidiaries’ normal business operations and with the prompt and timely discharge by the employees of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative business of the Parent Parties and for any loss ofCompany; provided, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Mergerhowever, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, that the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or permit such access or make such disclosure, to the extent it determines, after consultation with outside counsel, that such disclosure or access would jeopardize, attorney-client privilege, work product doctrine reasonably be likely to (i) violate the terms of any confidentiality agreement or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, Contract with a third party (provided that the Company shall use its reasonable best efforts to (A) obtain the required consent of any such third party to such access or disclosure at the applicable Buyer Party’s prior written request and provided, further, that the Company shall not be required to pay any fee, penalty or other consideration to any such third party to obtain their consent), (ii) result in the loss of any attorney-client privilege (provided that the Company shall use its reasonable best 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 privilege), or (iii) violate any Law (provided that the Company shall use its reasonable best efforts to provide such access or disclosuremake such disclosure in a manner that does not violate Law). Notwithstanding anything contained in this Agreement to the contrary, (Bthe Company shall not be required to provide any access or make any disclosure to the Buyers pursuant to this Section 5.01(a) develop an alternative to providing the extent such access or information so as to address such matters that is reasonably acceptable pertinent to Parent and a litigation where the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officersAffiliates, employeeson the one hand, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on and any of the business Buyers or property sites any of their respective Affiliates, on the Company or the Company Subsidiaries prior to the completion of the Merger without the prior written consent of the Companyother hand, which consent shall not be unreasonably withheldare adverse parties.

Access to Information; Confidentiality. (a) To the extent not restricted by third-party agreement or applicable lawUpon reasonable notice, the Company CBOT Holdings shall, subject and shall cause the CBOT Holdings Subsidiaries to, afford to any necessary third-party approvalsthe officers, allow the Parent and its officersdirectors, employees, representativesaccountants, counsel, financial advisors, consultants, attorneys, agents, lenders, bankers, financial advisors financing sources and other advisors reasonable or representatives (collectively, “Representatives”) of CME Holdings access during normal business hours, at Parent’s sole risk and expense, hours to all facilities, of CBOT Holdings’ and its Subsidiaries’ properties, personnelbooks, books records, contracts, commitments and records personnel and shall furnish, and shall cause to be furnished, as promptly as practicable to CME Holdings (i) a copy of the Company each material report, schedule and the Company Subsidiaries. Parent agrees to conduct its investigation in a manner that does not interfere unreasonably with the Company’s other document filed, furnished, published, announced or the Company Subsidiaries’ operations and with the prompt and timely discharge received by the employees of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 it during any visit such period pursuant to the business requirements of federal or property sites of the Company state securities laws or the Company Subsidiaries prior a Governmental Entity or Self-Regulatory Organization and (ii) all other information with respect to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigationsCBOT Holdings as CME Holdings may reasonably request; provided, howeverthat CBOT Holdings may restrict the foregoing access to the extent required by applicable Law; and provided, further, that the Company foregoing shall use not require CBOT Holdings to permit any inspection, or to disclose any information, that in the reasonable judgment of CBOT Holdings would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if CBOT Holdings shall have used reasonable best efforts to (A) obtain the required consent of any such third party to such inspection or disclosure. CBOT Holdings shall keep CME Holdings reasonably informed from time to time as to status and developments regarding any audit, investigation, claim, suit or other proceeding (if any) with respect to Taxes and provide to CME Holdings, when available and prior to filing, drafts of any income Tax Returns relating to CBOT Holdings or any CBOT Holdings Subsidiary. CBOT Holdings shall, and shall cause the CBOT Holdings Subsidiaries to, reasonably cooperate with CME Holdings to provide such access information (to the extent in CBOT Holdings’ or disclosureany CBOT Holdings Subsidiary’s possession or control) or customary affidavits as may be reasonably necessary for the issuance, (B) develop at CME Holdings’ sole cost, of an alternative ALTA title policy at Closing, subject, however, to providing such information so as to address such matters that is reasonably acceptable to Parent the facts and circumstances existing at the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure time of delivery of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officersaffidavits, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of as the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldcase may be.

Access to Information; Confidentiality. (a) To Except (i) as otherwise prohibited by applicable Law or the extent not restricted by thirdterms of any Contract or (ii) as would be reasonably expected to result in the loss of any attorney-party agreement client, attorney work product, or applicable lawother legal privilege (provided, that the Company Entities shall use reasonable best efforts to allow the disclosure of such information (or as much of it as reasonably possible) in a manner that does not, in the case of clause (i), result in a violation of Law or the terms of any Contract (and so long as the Company Entities have used, or has caused the Company Subsidiaries, as applicable, to use, reasonable best efforts to obtain a waiver with respect to such violation of Contract), or, in the case of clause (ii), result in a loss of attorney-client attorney work product or other legal privilege), during the Pre-Closing Period, subject to the restrictions or limitations as are reasonable in response to any Pandemic, including the adoption of any Pandemic Measures, the Company shallEntities shall and shall cause the Company Subsidiaries and their respective Representatives to, subject solely for purposes that are, in good faith, related to any necessary thirdthe consummation of the Mergers (or the financing of the Transactions) or the post-party approvalsClosing operations, allow financing or integration of the Surviving Company and its Subsidiaries with the Parent Entities and its their Affiliates, and at the Parent Entities’ expense: (x) provide to the Parent Entities and their respective Representatives (including Debt Financing Sources and Preferred Equity Investors) reasonable access, during normal business hours and upon reasonable prior notice to the Company Entities by the Parent Entities, to the officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors properties and offices and other advisors reasonable access during normal business hours, at Parent’s sole risk and expense, to all facilities, properties, personnel, books and records facilities of the Company Entities and the Company Subsidiaries, and to the material books and records thereof and (y) furnish promptly to the Parent Entities such information concerning the business, properties, Contracts, assets, liabilities and personnel of the Company Entities and the Company Subsidiaries as the Parent Entities or their respective Representatives may reasonably request. In the event that the Company Entities or the Company Subsidiaries are withholding access or information requested by the Parent agrees Entities or their respective Representatives in accordance with clauses (i) or (ii) of the first sentence of this Section 7.02, the Company Entities shall give notice to conduct its the Parent Entities of such fact, shall use reasonable best efforts to effect reasonable substitute virtual access or disclosure arrangements. Nothing in this Section 7.02 shall be construed to require the Company Entities, the Company Subsidiaries or any of their respective Representatives to provide (I) any of the foregoing information to the extent related to the negotiation of this Agreement or, except as expressly set forth in Section 7.03, any Acquisition Proposal or any deliberation of the Executive Committee or the Special Committee regarding any Acquisition Proposal or Adverse Recommendation Change, as applicable or (II) any opinion to the Parent Entities. Any investigation conducted pursuant to the access contemplated by this Section 7.02 shall be conducted in a manner that does not (A) unreasonably interfere unreasonably with the Company’s or conduct of the business of the Company Subsidiaries’ operations Entities and the Company Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the officers, employees and other authorized Representatives of the Company and Entities or the Company Subsidiaries of their duties. Parent agrees normal duties or (B) create a risk of damage or destruction to indemnify and hold any property or assets of the Company Entities or the Company Subsidiaries. Any access to the properties of the Company Entities and the Company Subsidiaries harmless from any will be subject to such Company Entity’s or Company Subsidiary’s reasonable security measures and all claims and liabilities, including costs and expenses, insurance requirements. All requests for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether access pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not 7.02 must be required directed to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, that the Company shall use its reasonable best efforts to (A) obtain the required consent of any third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites specified Representatives of the Company or the Company Subsidiaries prior Entities from time to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldtime.

Access to Information; Confidentiality. (a) To the extent not restricted Except if prohibited by third-party agreement or any applicable lawLaw, the Company shall, subject and shall cause each of the Company Subsidiaries to, afford to any necessary third-party approvals, allow the Parent and its officersto Parent’s Representatives, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable access during normal business hours, at Parent’s sole risk hours (under the supervision of appropriate personnel and expense, to all facilities, properties, personnel, books and records in a manner that does not unreasonably interfere with the normal operation of the business of the Company and the Company Subsidiaries. Parent agrees ) during the period prior to conduct its investigation in a manner that does not interfere unreasonably with the Company’s Effective Time or the termination of this Agreement to all their respective properties, books and records, Contracts and personnel and, during such period, the Company Subsidiaries’ operations shall, and with shall cause each Company Subsidiary to, furnish, as promptly as reasonably practicable, to Parent all information concerning its business, properties and personnel as Parent may reasonably request; provided that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the prompt and timely discharge by immediately preceding sentence, neither the employees Company nor any of the Company Subsidiaries shall be required to afford access or furnish information to the extent (and after notice to Parent) (a) such information is subject to the terms of a confidentiality agreement with a third party, (b) such information relates to the applicable portions of the minutes of the meetings of the Company Subsidiaries of their duties. Parent agrees to indemnify and hold Board (including any presentations or other materials prepared by or for the Company and Board) where the Company Subsidiaries harmless from Board discussed the Transactions or any and all claims and liabilities, including costs and expenses, for injury to or death of any representative similar transaction involving the sale of the Parent Parties and for any loss ofCompany to, damage to or destruction combination of any property owned by the Company with, any other Person, or (c) the Company Subsidiaries determines in good faith that affording such access or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from furnishing such information would jeopardize the action or inaction of any of the Parent Parties’ representatives during any visit to the business or property sites attorney-client privilege of the Company or any of the Company Subsidiaries prior to Subsidiaries, or violate applicable Law or result in significant antitrust risk for the completion Company or any of the MergerCompany Subsidiaries, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigationsas applicable; provided, however, provided that the Company shall will use its reasonable best efforts to (A) obtain any required consents for the required consent disclosure of any third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address and take such matters that is reasonably acceptable to Parent and the Company or other reasonable action (C) enter including entering into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure similar arrangement to avoid loss of attorney-client privilege) with respect to such information without violating applicable law or jeopardizing such privilegeas is necessary to permit disclosure to Parent. Neither Parent nor any of its officersAll information exchanged pursuant to this Section 6.01 shall be subject to the confidentiality letter agreement dated December 22, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of 2014 between the Company or and Parent (the Company Subsidiaries prior to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheld“Confidentiality Agreement”).

Access to Information; Confidentiality. (a) To Subject to the extent not restricted by third-party agreement or applicable lawCDA and Applicable Law, the Company shall, subject and shall cause each of its Subsidiaries to, afford to any necessary third-party approvals, allow the Parent and its officers, employees, representativesaccountants, consultants, attorneys, agents, lenders, bankerscounsel, financial advisors and other advisors representatives, full access at all reasonable access times on reasonable notice during normal business hours, at Parent’s sole risk and expense, the period prior to the Effective Time to all facilitiestheir properties, books, contracts, commitments, personnel and records (provided, that such access shall not unreasonably interfere with the business or operations of the Company) and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (i) 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, and (ii) all other information concerning its business, properties, personnellitigation matters and personnel as Parent may reasonably request provided, books and records of that nothing in Section 5.3(a), (b)or (c) shall require the Company and the Company Subsidiaries. Parent agrees to conduct its investigation in a manner that does not interfere unreasonably with the Company’s or the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject toany access, or to disclose any information, if permitting such access or disclosure disclosing such information would jeopardize(a) violate Applicable Law, (b) violate any of its obligations with respect to confidentiality (provided that the Company shall, upon the request of Parent, use its reasonable best efforts to obtain the required consent of any third party to such access or disclosure), or (c) result in the loss of attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, (provided that the Company shall use its reasonable best efforts to (A) obtain the required consent of any third party to provide allow for such access or disclosuredisclosure in a manner that does not result in a loss of attorney-client privilege). The Company also will consult with Parent regarding its business in a prompt manner and on a regular basis. In addition, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company and its officers and employees shall reasonably cooperate with Parent in Parent's efforts to comply with the rules and regulations affecting public companies, including SOX. No review pursuant to this Section 5.3 shall affect or (C) enter into a joint defense agreement be deemed to modify any representation or implement such other techniques if warranty contained herein, the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law covenants or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any agreements of the business parties hereto or property sites the conditions to the obligations of the Company or the Company Subsidiaries prior to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldparties hereto under this Agreement.

Access to Information; Confidentiality. The Company agrees to (ai) To permit Park Sterling and Park Sterling’s Representatives to visit and inspect or investigate the extent not restricted by third-party agreement or applicable law, the Company shall, subject to any necessary third-party approvals, allow the Parent and its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable access during normal business hours, at Parent’s sole risk and expense, to all facilities, properties, personnel, books and records properties of the Company and the Company’s Subsidiaries to examine the corporate books, data, files, information, documents, correspondence, records and other materials Park Sterling may reasonably request and (ii) provide Park Sterling with access to the Representatives, vendors and any others having business dealings with the Company or its Subsidiaries for the purpose of such meetings and communications as Park Sterling reasonably desires, including to discuss the affairs, business, operations, condition, finances and accounts of the Company or its Subsidiaries and for integration planning (and the Company shall cause such Subsidiaries, Representatives and vendors to cooperate with such discussions), all upon reasonable notice and at such reasonable times and as often as Park Sterling may reasonably request. Parent agrees Any inspection or investigation pursuant to conduct its investigation this Section 6.2 shall be conducted during normal business hours and in a such manner that does as not to interfere unreasonably with the conduct of the business of the Company, the Bank and the Company’s or the Company Subsidiaries’ operations , and with the prompt and timely discharge by the employees nothing herein shall require any Representative of the Company and to disclose any information to the Company Subsidiaries extent (A) prohibited by applicable Law or (B) that such disclosure would cause a loss of their duties. Parent agrees privilege to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries or others any Subsidiary (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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, that the Company shall use its reasonable best efforts make appropriate substitute disclosure arrangements under circumstances where such restrictions apply). No inspection or investigation by Park Sterling (or knowledge acquired or that could have been acquired thereby) shall affect the ability of Park Sterling to (A) obtain rely on the required consent of any third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent representations and the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any warranties of the business or property sites Company. The Company agrees to distribute any notices requested by Park Sterling, including any and all notices to employees of the Company or its Subsidiaries in a form approved by Park Sterling and reasonably acceptable to the Company. In addition any communications by the Company or its Subsidiaries with its employees shall be subject to prior to the completion review and comment by Park Sterling and none of the Merger without Company or any of its Subsidiaries shall make any promises or commitments to its employees with respect to employment by the prior written consent Company, Park Sterling or any of their respective Subsidiaries or the terms and conditions thereof. All information furnished by any Party or any of its Representatives in connection with this Agreement and the transactions contemplated hereby shall be subject to, and the receiving Party shall in each case hold all such information in confidence in accordance with, the provisions of the confidentiality agreement, dated as of January 13, 2014, between Park Sterling and Sandler X’Xxxxx & Partners, L.P. on behalf of the Company, which consent shall not be unreasonably withheldwith each such receiving Party subject to such restrictions as the recipient (the “Confidentiality Agreement”).

Access to Information; Confidentiality. (a) To the extent not restricted by third-party agreement or applicable lawUpon reasonable notice, the Company shall, subject shall afford to any necessary third-party approvals, allow the Parent and its Parent’s officers, employees, representativesaccountants, consultants, attorneys, agents, lenders, bankerslegal counsel, financial advisors and agents and other advisors representatives (collectively, “Representatives”) reasonable access during normal business hours, at Parent’s sole risk and expensethroughout the period prior to the earlier of the Effective Time or the Termination Date, to all facilities, the Company’s and its Subsidiaries’ properties, personnelContracts, commitments, books and records of the Company and the Company shall, and shall cause each of its Subsidiaries to, (i) furnish promptly to Parent a copy of any report, schedule or other document filed or received by it pursuant to the requirements of federal or state Laws and (ii) use reasonable best efforts to cause its Representatives to furnish promptly to Parent such additional financial and operating data and other information as to its and its Subsidiaries. ’ respective businesses and properties as Parent agrees or its Representatives may from time to conduct its investigation in a manner that does not interfere unreasonably with time reasonably request (including furnishing the Company’s or the financial results to Parent in advance of filing any Company Subsidiaries’ operations and with the prompt and timely discharge by the employees of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilitiesSEC Documents containing such financial results), including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by except that nothing herein shall require the Company or any of its Subsidiaries to disclose information to Parent to the extent that (A) the Company Subsidiaries or others (including claims or liabilities for loss of use determines, in its reasonable judgment, would be reasonably likely to cause a violation of any property) resulting directly or indirectly from the action or inaction of any of the Parent Parties’ representatives during any visit Contract to the business or property sites of which the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, a party (provided that the Company shall use its reasonable best efforts to (A) obtain the required consent of any third the necessary party to provide such access or disclosure), (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company determines, in its reasonable judgment, would be reasonably likely to cause a risk of a loss of attorney-client privilege to the Company (provided that the Company shall use its reasonable best 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 any attorney-client privilege), (C) enter into a joint defense agreement or implement such other techniques if relates to the Parties determine that doing so negotiation and execution of this Agreement or, subject to Section 5.5, to any Company Alternative Transaction Proposal, (D) the Company determines, in its reasonable judgment, would be reasonably permit likely to expose the Company to risk of liability for disclosure of such sensitive or personal information, or (E) the Company determines, in its reasonable judgment, would be reasonably likely to constitute a violation of applicable Laws. All requests for information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors pursuant to this Section 5.3(a) shall be directed to an executive officer or other advisors Person designated by the Company. Notwithstanding anything to the contrary herein, Parent shall not conduct any environmental testing or sampling on any of activities pursuant to this Section 5.3(a) in such a manner as to interfere unreasonably with the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger without the prior written consent operations of the Company, which consent shall not be unreasonably withheld.

Access to Information; Confidentiality. (a) To the extent not restricted by third-party agreement or Subject to applicable lawLaw, the Company shall, subject and shall cause each of its Subsidiaries to, afford to any necessary third-party approvals, allow the Parent and its officersto the Representatives of Parent reasonable access, employeesupon reasonable advance notice, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable access during normal business hours, at Parent’s sole risk and expensethe period prior to the Effective Time, to all facilities, their respective properties, personnelbooks, books contracts, commitments, personnel and records of and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish reasonably promptly to Parent (a) to the Company Subsidiaries. extent not publicly available, 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 or commission actions and (b) all other information concerning its business, properties and personnel as Parent agrees to conduct its investigation may reasonably request (in each case, in a manner that does so as to not unduly interfere unreasonably in any material respect with the Company’s or the Company Subsidiaries’ normal business operations and with the prompt and timely discharge by the employees of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or any Company Subsidiary; provided, that the Company Subsidiaries prior will, in good faith, consider Parent’s requests for access to the completion information described in clauses (a) and (b) of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing6.02); provided, however, that the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or permit such access or make such disclosure, to the extent it determines, after consultation with outside counsel, that such disclosure or access would jeopardize, attorney-client privilege, work product doctrine reasonably be likely to (i) violate the terms of any confidentiality agreement or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, Contract with a third party (provided that the Company shall use its reasonable best efforts to (A) obtain the required consent of any such third party to such access or disclosure); (ii) result in the loss of any attorney-client privilege (provided that the Company shall use its reasonable best 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 privilege); or (iii) violate any Law (provided that the Company shall use its reasonable best efforts to provide such access or disclosuremake such disclosure in a manner that does not violate Law). Notwithstanding anything contained herein to the contrary, (B) develop an alternative the Company shall not be required to providing provide any access or make any disclosure to Parent pursuant to this Section 6.02 to the extent such access or information so as to address such matters that is reasonably acceptable pertinent to a litigation where the Company or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, are adverse parties. All information exchanged pursuant to this Section 6.02 shall be subject to the confidentiality agreement, dated as of November 9, 2017, between Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques the “Confidentiality Agreement”), and if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of the Company or the Company Subsidiaries this Agreement is terminated prior to the completion Effective Time, the Confidentiality Agreement shall remain in full force and effect in accordance with its terms prior to giving effect to the execution of this Agreement. No information or knowledge obtained in any investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty made by the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldCompany hereunder.

Access to Information; Confidentiality. (a) To the extent not restricted by third-party agreement or applicable law, the The Company shall, subject and shall cause each of its Subsidiaries to, afford to any necessary third-party approvals, allow the Parent and its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors to Parent’s Representatives reasonable access upon reasonable advance notice and during normal business hours, at Parent’s sole risk hours (under supervision of appropriate personnel and expense, to all facilities, properties, personnel, books and records of the Company and the Company Subsidiaries. Parent agrees to conduct its investigation in a manner that does not unreasonably interfere unreasonably with the Company’s or normal operation of the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees business of the Company and its Subsidiaries) 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 of their dutiesto, furnish as promptly as reasonably practicable to Parent any information concerning its business as Parent may reasonably request. Parent agrees to indemnify and hold Notwithstanding the immediately preceding sentence, neither the Company and nor any of its Subsidiaries shall be required to afford access or furnish information to the extent (i) relating to the minutes of the Company’s Board of Directors or any committees thereof (including any presentations or other materials prepared by or for the Company’s Board of Directors or any committee thereof) where the Company’s Board of Directors or any such committee thereof discussed this Agreement, the Merger or the other transactions contemplated by this Agreement or any similar transaction with any other person, including any Takeover Proposal, (ii) the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to determines in good faith that affording such access or death of any representative of furnishing such information would jeopardize the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites attorney-client privilege of the Company or the Company any of its Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, (provided that the Company shall use its reasonable best efforts to (A) obtain the required consent of any third party to provide allow for such access or disclosureto furnish such information in a manner that does not jeopardize the attorney-client privilege), (Biii) develop an alternative to providing that affording such access or furnishing such information so as to address such matters that is reasonably acceptable to Parent and would violate applicable Law or result in significant antitrust risk for the Company or its Subsidiaries or (Civ) enter into a joint defense agreement such request involves conducting subsurface, invasive or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law environmental sampling or jeopardizing such privilegetesting, including with respect to building materials and indoor air quality. Neither No investigation by Parent nor or any of its officersRepresentatives and no receipt of information by Parent or any of its Representatives shall operate as a waiver or otherwise affect any representation, employeeswarranty, representativescovenant, consultants, attorneys, agents, lenders, bankers, financial advisors agreement or other advisors shall conduct any environmental testing provision of this Agreement, or sampling on any the obligations of the business parties (or property sites remedies with respect thereto) or the conditions to the obligations of the Company or parties under this Agreement. Except as required by any applicable Law, Parent will hold, and will direct its Representatives to hold, any and all information received from the Company Subsidiaries prior to confidential in accordance with the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldConfidentiality Agreement.

Access to Information; Confidentiality. (a) To Prior to the extent not restricted by third-party agreement Closing, with respect to the SplitCo Business, SplitCo or applicable lawits Subsidiaries only, the Company Liberty and SplitCo shall, subject and shall cause each of their respective Subsidiaries to, afford to any necessary third-party approvalsSiriusXM and SiriusXM’s Representatives reasonable access during normal business hours to all of their properties, allow the Parent commitments, books, Contracts, records and its correspondence (in each case, whether in physical or electronic form), officers, employees, representativesaccountants, consultants, attorneys, agents, lenders, bankerscounsel, financial advisors and other advisors Representatives as SiriusXM may reasonably request with reasonable access during normal business hoursprior notice and Liberty and SplitCo shall furnish as soon as reasonably practicable to SiriusXM all information concerning the SplitCo Business, at Parent’s sole risk and expenseSplitCo or its Subsidiaries as SiriusXM may reasonably request, subject in all cases, to all facilitiesany bona fide concerns of loss of attorney-client privilege and attorney work product protections that Liberty and SplitCo may in their good faith judgment reasonably have and any restrictions contained in Contracts to which Liberty, properties, personnel, books SplitCo or any of their Subsidiaries is a party (it being understood that each of Liberty and records of the Company and the Company Subsidiaries. Parent agrees SplitCo shall use its reasonable best efforts to conduct its investigation provide any such information in a manner that does not result in such loss of privilege or protection or violation). SiriusXM and its Representatives shall conduct any such activities in a manner as not to interfere unreasonably with the Company’s business of Liberty, SplitCo or the Company Subsidiaries’ operations and any of their Subsidiaries or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Company and the Company Liberty, SplitCo or any of their respective Subsidiaries of their normal duties. Parent agrees From the date of this Agreement until the date that is five (5) years following the Closing Date or the termination of this Agreement pursuant to indemnify Article IX, SiriusXM shall, and shall cause its Subsidiaries and its and their respective Representatives to, hold the Company and the Company Subsidiaries harmless from in confidence any and all claims non-public or confidential information concerning Liberty, SplitCo and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company their respective Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether received pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to 6.8(a) or otherwise disclose information if such information is subject toin connection with this Agreement or the Transactions from or on behalf of Liberty, SplitCo or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigationstheir respective Representatives; provided, however, that SiriusXM shall not be prevented from disclosing information (i) as required by applicable Law, (ii) which is or becomes generally available to the Company shall use public other than as a result of a disclosure by SiriusXM, its reasonable best efforts to (A) obtain the required consent Subsidiaries or their respective Representatives in breach of any third party to provide such access or disclosureconfidentiality obligation with respect thereto, (Biii) develop an alternative to providing such information so which has previously been publicly disclosed as to address such matters that is reasonably acceptable to Parent and contemplated by this Agreement or the Company other Transaction Agreements (including in connection with the Prospectus / Proxy Statement or any other filings under applicable Exchange Act or stock market listing rules) or (Civ) enter into a joint defense agreement with respect to the SplitCo Business, SplitCo and SplitCo’s Subsidiaries from and after Closing. No investigation, or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officersreceived, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on pursuant to this Section 6.8(a) will modify any of the business or property sites representations and warranties of the Company or the Company Subsidiaries prior to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldparties hereto.

Access to Information; Confidentiality. (a) To the extent not restricted by third-party agreement or applicable law, the The Company shall, subject and shall cause its Subsidiaries, to any necessary third-party approvals, allow the (i) provide to Parent and its Representatives access at reasonable times (including normal business hours) upon prior notice to the officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable access during normal business hours, at Parent’s sole risk and expense, to all facilities, properties, personnel, books and records of the Company and the Company its Subsidiaries. Parent agrees to conduct its investigation in a manner that does not interfere unreasonably with the Company’s or the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees of , (ii) furnish promptly such information concerning the Company and its Subsidiaries as Parent may reasonably request, including updates concerning the Company Subsidiaries Material Litigation and copies of their duties. Parent agrees to indemnify all material pleadings or other material documents, in each case that are filed with any applicable court, and hold copies of all material written communications exchanged between the Company and any adverse party in the Company Subsidiaries harmless from any Material Litigation with respect to such Material Litigation, and all claims and liabilities, including costs and expenses, for injury to or death (iii) keep Parent promptly informed of any representative of material developments regarding the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwiseMaterial Litigation. Notwithstanding the foregoing, the Company shall not be required to provide such access or disclosure to or otherwise disclose information if such information is subject to, or the extent it reasonably determines that such access or disclosure would jeopardize, unreasonably damage the Company’s properties or assets or disrupt or unreasonably impair the business or operations of the Company and its Subsidiaries. Nothing herein shall require the Company or any of its Subsidiaries to disclose information to the extent such disclosure (A) would result in a waiver of or would reasonably be expected to materially weaken a claim for attorney-client privilege, settlement discussion privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, that the Company shall use its reasonable best efforts to (A) obtain the required consent of any third party to provide such access or disclosuresimilar privilege, (B) develop an alternative would cause competitive harm to providing such information so as to address such matters that is reasonably acceptable to Parent and the business of the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated or (C) enter into a joint defense agreement would violate any applicable Law or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure any confidentiality obligation of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any party existing as of the business date hereof. No investigation conducted pursuant to this Section 6.3 shall affect or property sites of be deemed to qualify, modify or limit any representation or warranty made by the Company or the Company Subsidiaries prior to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldin this Agreement.

Access to Information; Confidentiality. (a) To From the extent not restricted by third-party agreement date hereof to the Effective Time or applicable lawthe earlier termination of this Agreement, upon reasonable prior notice, the Company shall, subject and shall use its commercially reasonable efforts to any necessary third-party approvalscause its subsidiaries, allow officers, directors, employees and contractors to, afford the officers, employees, auditors, attorneys, financial advisors, contractors and other authorized representatives, including prospective lenders of Additional Financing, of Parent (and its counsel and advisors) reasonable access, consistent with applicable Law, at all reasonable times to its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable access during normal business hours, at Parent’s sole risk and expense, to all facilitiescontractors, properties, personneloffices, plants and other facilities and to all books and records of the Company and its subsidiaries, and shall furnish such persons with all financial, operating and other data and information as Parent, through its officers, employees or authorized representatives may from time to time reasonably request. Notwithstanding the Company Subsidiaries. foregoing, Parent agrees shall use its commercially reasonable efforts to conduct its any such investigation or consultation in such a manner that does as not to interfere unreasonably with the business or operations of the Company’s , its subsidiaries or the Company Subsidiaries’ operations and contractors or otherwise result in any unreasonable interference with the prompt and timely discharge by the such employees of their normal duties, and Parent and Company. Neither the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of nor any of the Parent Parties’ representatives during any visit to the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company its subsidiaries shall not be required to provide access to or otherwise to disclose information if such information is subject to, or where such access or disclosure would jeopardize, jeopardize the attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, that the Company shall use its reasonable best efforts to (A) obtain the required consent of any third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of the Company or the Company Subsidiaries its subsidiaries or contravene any Law or binding agreement entered into prior to the completion date of this Agreement (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization). Without limiting anything to the contrary above, the Company will cooperate, and will require its officers and employees to cooperate, with and otherwise assist the prospective lenders of Additional Financing in conducting customary due diligence with respect to the Company and its business, including, subject to customary confidentiality agreements, by providing Company information and access thereto and using its best efforts to cause its officers and employees to meet with such lenders. Parent agrees that any communications with employees or independent contractors of the Merger without Company or its subsidiaries will be as and to the prior written consent extent approved by the executive officers of the Company, which consent shall Company (such approval not to be unreasonably withheldwithheld or delayed) with respect to the timing, nature and material content thereof.

Access to Information; Confidentiality. (a) To the extent not restricted by third-party agreement or applicable lawUpon reasonable notice, the Company shallshall (and shall cause each of its Subsidiaries to) afford reasonable access to Parent’s Representatives, subject in a manner not disruptive to any necessary third-party approvals, allow the Parent operations of the business of the Company and its officersSubsidiaries, employeesduring normal business hours and upon reasonable notice throughout the period prior to the Effective Time (or until the earlier termination of this Agreement), representatives, consultants, attorneysto the personnel, agents, lenders, bankers, financial advisors and other advisors reasonable access during normal business hours, at Parent’s sole risk and expense, to all facilities, properties, personnel, books and records of the Company and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information concerning the Company Subsidiaries. Parent agrees to conduct its investigation in a manner that does not interfere unreasonably with the Company’s or the Company Subsidiaries’ operations business, properties and with the prompt and timely discharge by the employees personnel of the Company and the Company its Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not as may reasonably be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigationsrequested; provided, however, that the Company nothing herein shall use its reasonable best efforts to (A) obtain the required consent of any third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and require the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officersSubsidiaries to disclose any information to Parent or Acquisition Sub if such disclosure would, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of in the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger without the prior written consent reasonable judgment of the Company, (i) cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) violate Applicable Law or the provisions of any Contract to which consent the Company or any of its Subsidiaries is a party or (iii) jeopardize any attorney-client, attorney work product or any other legal privilege. No investigation or access permitted pursuant to this Section 6.5(a) shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Parent and the Parent External Adviser agree that it and they will not, and will cause its and their Representatives not be unreasonably withheldto, use any information obtained pursuant to this Section 6.5(a) for any competitive or other purpose unrelated to the consummation of the transactions contemplated by this Agreement. Each of the September 2018 Confidentiality Agreement and the February 2019 Confidentiality Agreement shall apply with respect to information furnished by the Company, its investment adviser, its Subsidiaries and the Company’s officers, employees and other Representatives hereunder.

Access to Information; Confidentiality. (a) To Upon reasonable notice and subject to applicable Law, the extent not restricted Company, for the purposes of enabling Parent to verify the representations and warranties of the Company and to prepare for the Integrated Mergers and the other matters contemplated by third-party agreement this Agreement, shall, and shall cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors and other representatives of Parent, access, during normal business hours during the period from the date of this Agreement to the Effective Time, to all of the Company’s properties, books, contracts, commitments, personnel, information technology systems, Tax Returns and related work papers and records reasonably requested by Parent. The Company shall cooperate with Parent in preparing to execute after the Effective Time conversion or applicable lawconsolidation of systems and business operations generally, and, during such period, the Company shall, subject and shall cause its Subsidiaries to, promptly make available to any necessary third-party approvalsParent (i) a copy of each report, allow the Parent and its officersschedule, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors registration statement and other advisors reasonable access during normal business hours, at Parent’s sole risk and expense, to all facilities, properties, personnel, books and records of document filed or received by the Company and during such period pursuant to the requirements of federal securities laws or federal or state banking laws (other than reports or documents which the Company Subsidiaries. Parent agrees is not permitted to conduct its investigation in a manner that does not interfere unreasonably with disclose under Law) and (ii) all other information concerning the Company’s or business, properties and personnel as Parent may reasonably request. Neither the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of nor any of the Parent Parties’ representatives during any visit to the business or property sites of the Company or the Company its Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise to disclose (x) board and committee minutes that discuss any of the transactions contemplated by this Agreement and (y) information if such information is subject to, or where such access or disclosure would jeopardizeviolate or prejudice the rights of the Company’s customers, jeopardize the attorney-client privilege, privilege or the right to assert the work product doctrine of the institution in possession or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, that the Company shall use its reasonable best efforts to (A) obtain the required consent of any third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure control of such information without violating applicable law (after giving due consideration to the existence of any common interest, joint defense or jeopardizing such privilege. Neither Parent nor similar agreement between the parties) or contravene any of its officerslaw, employeesrule, representativesregulation, consultantsorder, attorneysjudgment, agentsdecree, lenders, bankers, financial advisors fiduciary duty or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of the Company or the Company Subsidiaries binding agreement entered into prior to the completion date of this Agreement. The Company will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldpreceding sentence apply.

Access to Information; Confidentiality. (a) To Except as otherwise prohibited by applicable Law or as would be reasonably expected to violate or result in the extent not restricted by thirdloss or waiver of any attorney-party agreement client (or applicable lawother legal) privilege, during the Pre-Closing Period, the Company shallshall (and shall cause the Company Subsidiaries to), subject under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company or any necessary third-party approvals, allow the Company Subsidiary: (i) provide to Parent and its Representatives reasonable access, during normal business hours and upon reasonable prior notice to the Company by Parent, to the officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable access during normal business hours, at Parent’s sole risk and expense, to all facilities, properties, personnel, books offices and records of the Company and the Company Subsidiaries. Parent agrees to conduct its investigation in a manner that does not interfere unreasonably with the Company’s or the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees other facilities of the Company and the Company Subsidiaries and to the books and records thereof and (ii) furnish as promptly as practicable to Parent such information concerning the business, properties, Company Products, Contracts, assets, liabilities, personnel and other aspects of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from as Parent or its Representatives may reasonably request; provided that nothing herein shall require the Company to (or cause its Company Subsidiaries to) afford such access or furnish such information to that extent that the Company’s outside legal counsel advising it in writing that doing so would result in (A) the violation of applicable law, (B) the loss or waiver of any and all claims and liabilitiesattorney-client (or other legal) privilege, including costs and expenses(C) the disclosure of materials provided to the Company Board or resolutions or minutes of the Company Board, for injury in each case, related to or death in connection with the Company Board’s consideration of the Merger or (D) the breach or violation of the provisions of any representative of the Parent Parties and for any loss of, damage Contract to or destruction of any property owned by which the Company or any of the Company Subsidiaries or others is a party (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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, provided that the Company shall use its reasonable best efforts to obtain waivers of any such restrictions); provided, further, that, in the case of the foregoing clause (A) obtain ), the required consent of any third party Company shall use reasonable best efforts to provide such access or disclosuredisclosure in a manner that does not violate Law, in the case of the foregoing clause (B), the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) develop an alternative in a manner that would not result in a loss of such privilege, including to providing such information so as to address such matters that is reasonably acceptable to the extent requested by Parent and the Company or (C) enter if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilege, and, in the case of the foregoing clause (C), the Company shall use its reasonable best efforts to allow for such access or implement such other techniques if the Parties determine disclosure (or as much of it as possible) in a manner that doing so would reasonably permit not result in the disclosure of such information without violating applicable law materials provided to the Company Board or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors resolutions or other advisors shall conduct any environmental testing or sampling on any of the business or property sites minutes of the Company Board, in each case, related to or in connection with the Company Subsidiaries prior Board’s consideration of the Merger, including if applicable, by redacting any portions of such materials, minutes or resolutions related to the completion Company Board’s consideration of the Merger without where such materials, minutes or resolutions include matters that are not related to the prior written consent Company Board’s consideration of the Company, which consent shall not be unreasonably withheldMerger.

Access to Information; Confidentiality. (a) To the extent not restricted by third-party agreement or applicable law, the Company Acquiror and its Representatives shall, subject to any necessary third-party approvals, allow the Parent and its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable access at all times during normal business hourshours and with reasonable advance notice prior to the Closing, at Parent’s sole risk have full and expensecontinuing access to the employees, to all facilities, propertiesoperations, personnel, books records and records properties of the Company and each Acquired Subsidiary. Acquiror and its Representatives may, prior to the Company Subsidiaries. Parent agrees Closing, make or cause to conduct its be made such reasonable investigation in a manner that does not interfere unreasonably with of the Company’s or the Company Subsidiaries’ operations employees, operations, records and with the prompt and timely discharge by the employees properties of the Company and the Company Subsidiaries each Acquired Subsidiary and of their duties. Parent agrees financial and legal condition as Acquiror shall deem necessary or advisable to indemnify familiarize itself with such records, properties and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigationsmatters; provided, however, that the Company shall use its reasonable best efforts to (A) obtain the required consent of any third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and investigation shall not interfere unnecessarily with the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites normal operations of the Company or any Acquired Subsidiary. Upon request, the Company Subsidiaries shall, or shall cause the applicable Acquired Subsidiary to, furnish Acquiror or its Representatives attorneys’ responses to auditors’ requests for information regarding the Company or the applicable Acquired Subsidiary, and such financial and operating data and other information reasonably requested by Acquiror (provided, with respect to attorneys, such disclosure would not result in the waiver by the Company or the applicable Acquired Subsidiary of any claim of attorney-client privilege), and will permit Acquiror and its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for the Company or the applicable Acquired Subsidiary (provided that an officer of the Company be afforded a reasonable opportunity to be present during such discussion), and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror or its Representatives. This Section 6.1 shall not require the disclosure of any information the disclosure of which to Acquiror would be prohibited by any Applicable Laws and Regulations. Furthermore, this Section 6.1 shall not give Acquiror and its Representatives access to, or require the disclosure of any information regarding, the Non-Banking Business that will be separated from the Company prior to the completion Closing pursuant to the Internal Restructuring and the Distribution, except to the extent, if any, that such information is reasonably required by Acquiror for the purpose of assessing any post-Closing liabilities or obligations of the Merger without Company with respect to the prior written consent of the Company, which consent shall not be unreasonably withheldNon-Banking Business.

Access to Information; Confidentiality. Subject to applicable Law and any applicable Judgment, between the date of this Agreement and the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 7.01, upon reasonable notice, the Company shall (a) To the extent not restricted by third-party agreement or applicable law, the Company shall, subject afford to any necessary third-party approvals, allow the Parent and its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors Parent’s Representatives reasonable access during normal business hourshours to the Company’s officers, at Parent’s sole risk and expenseemployees, to all facilitiesagents, properties, books, Contracts and records and (b) furnish to Parent and Parent’s Representatives such information concerning its business, personnel, books assets, liabilities and records of the Company properties as Parent may reasonably request; provided that Parent and the Company Subsidiaries. Parent agrees to its Representatives shall conduct its investigation any such activities in such a manner that does as not to interfere unreasonably with the business or operations of the Company’s or ; provided, further, however, that the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees of shall not be obligated to provide such access or information if the Company and determines, in its reasonable judgment, that doing so would reasonably be expected to (i) violate applicable Law, (ii) waive the Company Subsidiaries protection of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilitiesan attorney-client privilege, including costs and expensesattorney work product protection or other legal privilege, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries or others (including claims or liabilities for loss of use of any propertyiii) resulting directly or indirectly from the action or inaction of any of the Parent Parties’ representatives during any visit be adverse to the business or property sites interests of the Company or the Company any of its Subsidiaries prior in any pending or threatened Action against Parent or any of its Affiliates or (iv) involve documents or information relating to the completion evaluation or negotiation of this Agreement or the Merger, whether pursuant to this Section 5.2 or otherwiseTransactions. Notwithstanding 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 access to such substitute arrangements or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, that information to the extent the Company shall use its reasonable best efforts to (A) obtain the required consent of any would incur third party fees or expenses in connection therewith. All requests for information made pursuant to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors this Section 5.07 shall conduct any environmental testing or sampling on any of the business or property sites of the Company or the Company Subsidiaries prior be directed to the completion of the Merger without the prior written consent of Person designated by the Company, which consent shall not be unreasonably withheld.

Access to Information; Confidentiality. (a) To Subject to applicable Law, between the extent not restricted by third-party agreement or applicable lawdate of this Agreement and the earlier of the Effective Time and the termination of this Agreement pursuant to Section 7.1, upon reasonable notice, the Company shall, subject and shall cause its Subsidiaries to, afford to any necessary third-party approvals, allow the Parent and Parent’s Representatives reasonable access, during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company and its Subsidiaries, to the Company’s officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable access during normal business hours, at Parent’s sole risk and expense, to all facilities, properties, personnelbooks, books Contracts and records of the Company and the Company Subsidiaries. shall furnish promptly to Parent agrees to conduct its investigation in a manner that does not interfere unreasonably with the Companyand Parent’s or the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if Representatives such information is subject toconcerning its business, or such access or disclosure would jeopardizepersonnel, attorney-client privilegeassets, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigationsliabilities and properties as Parent may reasonably request; provided, 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 its outside counsel), that doing so is reasonably likely to (i) violate applicable Law or an applicable Judgment, (ii) violate a Contract or binding obligation of confidentiality owing to a third party, (iii) jeopardize the protection of an attorney-client privilege, attorney work product protection or other legal privilege or (iv) result in damage to property or if such access is for the purpose of performing any onsite procedure or investigation (including any intrusive onsite environmental investigation or study); provided, further, however, that in the case of clauses (i) and (ii), the Company shall (A) advise Parent of the nature of any information or documents withheld by the Company or any of its Subsidiaries, (B) use its reasonable best efforts to (A) obtain the any required consent of any third party consents to provide such access or disclosureinformation, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) enter otherwise use its reasonable best efforts to institute appropriate substitute disclosure arrangements (such as the redaction of identifying or confidential information, 50 entry into a joint defense agreement or implement other agreement or by providing such access or information solely to outside counsel to avoid the loss of attorney-client privilege). All requests for information made pursuant to this Section 5.5 shall be directed to the executive officer or other techniques if Person designated by the Parties determine that doing so would reasonably permit Company. Until the disclosure of Effective Time, all such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any provided will be subject to the terms of the business Confidentiality Agreement. No investigation by Parent or property sites its Representatives shall affect or be deemed to modify or waive the representations and warranties of the Company or the Company Subsidiaries prior to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldset forth in this Agreement.

Access to Information; Confidentiality. (a) To From the extent not restricted by third-party agreement date of this Agreement until the Effective Time or applicable lawthe date, the Company shallif any, on which this Agreement is terminated pursuant to Section 8.01, subject to any necessary third-party approvalsapplicable Law, allow and upon reasonable prior written notice, the Parent Company, on the one hand, and its officersParent, employeeson the other hand, representativesshall, consultantsand each shall cause each of their respective Subsidiaries to, attorneys, agents, lenders, bankers, financial advisors afford to the other parties and to the other advisors parties’ respective Representatives reasonable access during normal business hours, at Parent’s sole risk and expense, hours to all facilities, of their and their respective Subsidiaries’ properties, personneloffices, personnel and books and records and, during such period, the Company, on the one hand, and Parent, on the other hand, shall, and each shall cause each of their respective Subsidiaries to, furnish promptly to the Company other parties all financial, operating and the Company Subsidiaries. Parent agrees to conduct other data and information concerning its investigation in a manner business, properties and personnel as each may reasonably request; provided, however, that does any such access shall not interfere unreasonably with the Company’s business or operations of the Company Subsidiaries’ operations and party granting access or otherwise result in any unreasonable interference with the prompt and timely discharge by the such party’s employees of their normal duties. Neither the Company and the Company Subsidiaries Company, nor Parent, nor any of their duties. Parent agrees to indemnify and hold the Company and the Company respective Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to (i) provide access to or otherwise to disclose information if such information is subject to, or where such access or disclosure would jeopardize, reasonably be expected to jeopardize the attorney-client privilegeclient, attorney work product doctrine or other applicable legal privilege concerning legal proceedings or governmental investigations; provided, however, of the disclosing party (provided that the Company disclosing party shall use its reasonable best efforts to (A) obtain the required consent of any third party to provide allow for such access or disclosuredisclosure in a manner that would not reasonably be expected to jeopardize the attorney-client, attorney work product or other legal privilege) or contravene any Law, legal duty or binding agreement entered into prior to the date of this Agreement (Bprovided that the disclosing party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law, legal duty or agreement) develop an alternative or (ii) provide access to providing or to disclose such portions of documents or information so as relating to address such pricing or other matters that are highly sensitive where such access or disclosure is reasonably acceptable likely to Parent result in antitrust difficulties for the disclosing party or any of its Affiliates. No investigation under this Section 6.02 or otherwise shall affect any of the representations and warranties of the Company and the Company OP, on the one hand, or of Parent, Parent OP, OP Merger Sub and IRT LP LLC, on the other hand, contained in this Agreement or any condition to the obligations of the parties under this Agreement. All information exchanged pursuant to this Section 6.02 shall be subject to the non-disclosure agreement, dated as of November 5, 2014, between the Company and Parent (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any one of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of upstream Affiliates) (the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheld“Confidentiality Agreement”).

Access to Information; Confidentiality. (a) To the extent not restricted by third-party agreement or applicable lawUpon reasonable notice, the Company NYMEX Holdings shall, subject and shall cause the NYMEX Holdings Subsidiaries to, afford to any necessary third-party approvalsthe officers, allow the Parent and its officersdirectors, employees, representativesaccountants, counsel, financial advisors, consultants, attorneys, agents, lenders, bankers, financial advisors financing sources and other advisors reasonable or representatives (collectively, “Representatives”) of CME Group access during normal business hours, at Parent’s sole risk and expensewithout undue disruption of normal business activity, to all facilities, of NYMEX Holdings’ and the Subsidiaries’ properties, personnelbooks, books records, contracts, commitments and records personnel and shall furnish, and shall cause to be furnished, as promptly as practicable to CME Group (i) a copy of each material report, schedule and other document filed, furnished, published, announced or received by it during such period pursuant to the Company requirements of federal or state securities laws or a Governmental Entity or Self-Regulatory Organization and (ii) all other information with respect to NYMEX Holdings as CME Group may reasonably request; provided, that NYMEX Holdings may restrict the Company Subsidiaries. Parent agrees foregoing access to conduct its investigation the extent required by applicable Law; and provided, further, that the foregoing shall not require NYMEX Holdings to permit any inspection, or to disclose any information, that in a manner that does not interfere unreasonably with the Company’s or reasonable judgment of NYMEX Holdings would result in the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death waiver of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine privilege or other applicable privilege concerning legal proceedings the disclosure of any trade secrets of third parties or governmental investigations; provided, however, that the Company violate any of its obligations with respect to confidentiality if NYMEX Holdings shall use its have used reasonable best efforts to (A) obtain the required consent of any such third party to such inspection or disclosure. NYMEX Holdings shall keep CME Group reasonably informed from time to time as to status and developments regarding any audit, investigation, claim, suit or other proceeding (if any) with respect to Taxes and provide to CME Group, when available and prior to filing, drafts of any income Tax Returns relating to NYMEX Holdings or any NYMEX Holdings Subsidiary. NYMEX Holdings shall, and shall cause the NYMEX Holdings Subsidiaries to, reasonably cooperate with CME Group to provide such access information (to the extent in NYMEX Holdings’ or disclosureany NYMEX Holdings Subsidiary’s possession or control) or customary affidavits as may be reasonably necessary for the issuance, (B) develop at CME Group’s sole cost, of an alternative ALTA title policy at Closing, subject, however, to providing such information so as to address such matters that is reasonably acceptable to Parent the facts and circumstances existing at the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure time of delivery of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officersaffidavits, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of as the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldcase may be.

Access to Information; Confidentiality. Subject to applicable Law, the Company will, and will cause each of the Company Subsidiaries to, upon request by Parent, furnish to Parent, SMP and their respective Representatives reasonable access, during normal business hours and upon reasonable advance notice, during the Interim Period, to all their respective properties, books, contracts, commitments, personnel and records and, during such period, the Company will, and will cause each of the Company Subsidiaries to, furnish reasonably promptly to Parent (a) To to the extent not restricted by third-party agreement or applicable lawpublicly available, the Company shalla copy of each report, subject to any necessary third-party approvalsschedule, allow the Parent and its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors registration statement and other advisors reasonable access document filed by it during normal business hourssuch period pursuant to the requirements of federal or state securities Laws or commission actions; and (b) all other information concerning its business, at Parent’s sole risk properties and expensepersonnel as Parent may reasonably request (in each case, to all facilities, properties, personnel, books and records of the Company and the Company Subsidiaries. Parent agrees to conduct its investigation in a manner that does so as to not interfere unreasonably in any material respect with the Company’s or the Company Subsidiaries’ normal business operations and with the prompt and timely discharge by the employees of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the any Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations; Subsidiary); provided, however, that the Company shall will not be required to permit such access or make such disclosure, to the extent it determines, after consultation with outside counsel, that such disclosure or access would reasonably be likely to (i) violate the terms of any confidentiality agreement or other Contract with a third party (provided that the Company will use its reasonable best efforts to (A) obtain the required consent Consent of any such third party to provide such access or disclosure, disclosure); (Bii) develop an alternative to providing such information so as to address such matters result in the loss of any attorney-client privilege (provided that is reasonably acceptable to Parent and the Company will use its reasonable best 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 privilege); or (Ciii) enter into a joint defense agreement or implement such other techniques if the Parties determine violate any Law; provided that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of the Company or will use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure which would not violate applicable Law; provided, further, that the Company Subsidiaries prior will not be required to the completion of the Merger without the prior written consent disclose any materials of the Company, which consent shall not the Company Board or the Special Committee that relate to consideration of the Transactions. All information provided by the Company pursuant to this Section 6.02 will be unreasonably withheldsubject to the Nondisclosure and Common Interest Agreement by and among the Company, Myovant Sciences, Inc., a Delaware corporation and Parent, dated as of April 8, 2020 (as amended, modified or supplemented from time to time, the “Confidentiality Agreement”).

Access to Information; Confidentiality. (a) To From the extent not restricted by third-party agreement or applicable lawdate of this Agreement until the Effective Time, the Company shall, subject and shall cause each of its Subsidiaries to, afford to any necessary third-party approvals, allow the Parent and its Merger Sub, and their respective Representatives, reasonable access, during normal business hours and upon reasonable notice, to all of the officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable access during normal business hours, at Parent’s sole risk and expense, to all facilities, properties, personnelbooks, books contracts and records of the Company and its Subsidiaries, and during such period, the Company Subsidiaries. Parent agrees to conduct shall, and shall cause each of its investigation in a manner that does not interfere unreasonably with Subsidiaries to, furnish reasonably promptly all other information concerning the Company’s or the Company Subsidiaries’ operations business, properties and with the prompt and timely discharge by the employees personnel of the Company and its Subsidiaries as Parent or Merger Sub may reasonably request. Notwithstanding anything to the contrary provided herein, the Company Subsidiaries of their duties. Parent agrees may restrict or prohibit such access to indemnify and hold the Company and the Company Subsidiaries harmless from extent that (a) any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by applicable Law requires the Company or the Company its Subsidiaries to restrict or others prohibit such access, (including claims b) granting such access would violate any Contract 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 business or property sites material obligation of the Company or any of its Subsidiaries with a third Person with respect to confidentiality or otherwise breach, contravene or violate, constitute a default under, or give a third Person the right to terminate or accelerate any obligations under, any then-effective Contract to which the Company or any of its Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 is a party or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide would disclose any information that is competitively sensitive or (c) granting access to such documents or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, reasonably be expected to result in a waiver of any attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings in respect of such documents or governmental investigations; information, provided, however, that the Company shall use its reasonable best efforts to (A) obtain communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or material obligation or waive such privilege or work-product doctrine. Prior to the Effective Time, Parent and Merger Sub will hold any information obtained pursuant to this Section 5.4 in accordance with the terms of the Confidentiality Agreement. No investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Notwithstanding anything contained herein to the contrary, the Company shall not be required consent of any third party to provide any access or make any disclosure to Parent pursuant to this Section 5.4 to the extent such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable pertinent to Parent and a litigation where the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officersAffiliates, employeeson the one hand, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and Parent or other advisors shall conduct any environmental testing or sampling on any of its Affiliates, on the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger without the prior written consent of the Companyother hand, which consent shall not be unreasonably withheldare adverse parties.

Access to Information; Confidentiality. (a) To From the extent not restricted by third-party agreement date of this Agreement to the earlier of the Effective Time or applicable lawthe date, if any, on which this Agreement is terminated pursuant to Section 8.1, the Company shallwill, subject and will cause its Subsidiaries and their respective Representatives to, provide to any necessary third-party approvals, allow the Parent and its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors authorized Representatives (x) reasonable access during normal business hourshours and upon reasonable prior notice from Parent to their respective personnel, at Parent’s sole risk and expense, to all facilities, properties, personnelbooks, books contracts and records as Parent may reasonably request and (y) such financial and operating data of the Company and its Subsidiaries and other information with respect to the Company Subsidiaries. Parent agrees to conduct its investigation in a manner that does not interfere unreasonably with the Company’s or the Company Subsidiaries’ operations business, properties and with the prompt and timely discharge by the employees personnel of the Company and the Company its Subsidiaries of their duties. as Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwisemay reasonably request. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or such cause its Subsidiaries to provide access to, or disclosure disclose (a) any information or documents which would jeopardize, (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client privilege, work product doctrine or other privilege held by the Company or any of its Subsidiaries, (ii) violate any applicable privilege concerning legal proceedings Laws (and the Company shall be permitted to implement customary “clean-room” or governmental investigationsother similar arrangements if the Company reasonably determines, upon advice of outside counsel, that such arrangements are necessary to comply with applicable Law), (iii) unreasonably disrupt the businesses and operations of the Company or any of its Subsidiaries, or (iv) breach any agreement of the Company or any of its Subsidiaries with any Third Party; provided, however, that the Company each party shall use its reasonable best efforts to obtain any required consents and take such other reasonable action (A) obtain such as the required consent of any third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) enter entry into a joint defense agreement or implement other arrangement to avoid loss of attorney client privilege) to permit such other techniques access or disclosure; or (b) if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law Company or jeopardizing such privilege. Neither Parent nor any of its officersAffiliates, employeeson the one hand, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and Parent or other advisors shall conduct any environmental testing or sampling on any of its Affiliates, on the business or property sites of the Company or the Company Subsidiaries prior other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. All information exchanged pursuant to this Section 6.4 shall be subject to the completion Confidentiality Agreement and the parties shall comply with, and shall cause their respective Representatives (as defined in the Confidentiality Agreement) to comply with, all of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldtheir respective obligations thereunder.

Access to Information; Confidentiality. (a) To the extent not restricted by third-party agreement or applicable lawUpon reasonable notice and subject to Applicable Law, the Company each Party shall, subject and each Party shall cause its Subsidiaries to, afford to any necessary third-party approvals, allow the Parent other Party and its officersSubsidiaries and their respective Representatives reasonable access, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable access during normal business hourshours and during the period from the date of this Agreement to the earlier of the Closing or the termination of this Agreement, at Parent’s sole risk and expensesolely for purposes of consummating the Transactions or as is reasonably necessary for integration planning, to all facilities, their respective properties, personnelbooks, books Contracts, personnel and records and, during such period, each Party shall, and shall cause each of its Subsidiaries to, solely for purposes of consummating the Company Transactions or as is reasonably necessary for integration planning, furnish reasonably promptly to the other Party all information concerning its business, finances, properties and the Company Subsidiaries. personnel as Parent agrees to conduct its investigation in a manner that does not interfere unreasonably with or the Company’s , as applicable, may reasonably request; provided that each Party and its Subsidiaries may withhold any document or the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries or others information (including claims or liabilities for loss of use of any propertyA) resulting directly or indirectly from the action or inaction of any of the Parent Parties’ representatives during any visit that is subject to the business or property sites terms of the Company or the Company Subsidiaries a confidentiality agreement with a Third Party entered into prior to the completion date of this Agreement (or entered into after the Merger, whether pursuant to date of this Section 5.2 or otherwise. Notwithstanding Agreement in the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, ordinary course of business) (provided that the Company each Party and its Subsidiaries shall use its their reasonable best efforts to (A) obtain the required consent of any third party such Third Party to provide such access or disclosuredisclosure or to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such confidentiality agreement), (B) develop an alternative the disclosure of which would violate any Law or fiduciary duty (provided that each Party and its Subsidiaries shall use their reasonable best efforts to providing such information so as make appropriate substitute arrangements to address such matters that is reasonably acceptable to Parent and the Company permit reasonable disclosure not in violation of any Law or fiduciary duty), (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors is subject to attorney-client or other advisors privilege (provided that the applicable Party and its Subsidiaries shall conduct use their reasonable best efforts to allow for such access or disclosure to the maximum extent that would not result in a waiver of any environmental testing such attorney-client or sampling on any other privilege), (D) concerning Company Acquisition Proposals, which shall be governed by Section 5.02, or Parent Acquisition Proposals, which shall be governed by Section 6.02, as applicable, or (E) regarding the deliberations of the business or property sites Board of the Company or the Company Subsidiaries prior to the completion of the Merger without the prior written consent Directors of the Company, which consent Parent or any of their respective Subsidiaries or any committee thereof with respect to the Transactions or the entry into this Agreement, or any materials provided to the Board of Directors of the Company, Parent or any of their respective Subsidiaries or any committee in connection therewith. In the event that Parent materially breaches Section 6.02(a) or delivers notice to the Company that it intends to take any of the actions set forth in clauses (i) through (iii) of Section 6.02(b), the rights of Parent and its Subsidiaries and their Representatives under this Section 7.02 shall not be unreasonably withheld.automatically terminate without further action as of such time. In the event that

Access to Information; Confidentiality. (a) To the extent not restricted by third-party agreement or applicable lawUpon reasonable prior notice, the Company shall, subject and shall cause each of the Company Subsidiaries to, afford to any necessary third-party approvals, allow the Parent Buyer and to its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors Representatives reasonable access during normal business hours, at Parent’s sole risk and expense, hours during the period prior to the Closing to all facilities, of their properties, personnelofficers, books and records records, and during such period, the Company shall, and shall cause each of the Company Subsidiaries to, furnish promptly to the Buyer all financial, operating and other data and information concerning its business, properties and personnel as may be required for the Company Subsidiaries. Parent agrees Buyer to conduct perform its investigation in a manner obligations under this Agreement; provided, however, that does any such access shall not interfere unreasonably with the Company’s business or operations of the Company or the Company Subsidiaries’ operations and Subsidiaries or otherwise result in any unreasonable interference with the prompt and timely discharge by the employees of the Company and the Company Subsidiaries such officers of their normal duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, neither the Company nor any Company Subsidiary shall not be required to provide access to or otherwise disclose information if such information is subject to, or any such access or information that in the reasonable, good-faith judgment of the Company would (a) be reasonably likely to result in the disclosure would jeopardize, attorney-client privilege, work product doctrine of any trade secrets of third parties or other applicable privilege concerning legal proceedings the violation of any Law or governmental investigationsany material Contract to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound; provided, however, provided that the Company shall shall, upon Buyer’s request, use its commercially reasonable best efforts to (A) obtain the required consent of any such third party to provide such access or disclosuredisclosure to the extent permissible under applicable Law, or (Bb) develop an alternative reasonably be expected to providing jeopardize or undermine protections afforded the Company or any Company Subsidiary under any legal privilege (including attorney-client privilege); provided that if any such access or information so as to address such matters that is reasonably acceptable to Parent limited for the reasons described in the foregoing clause (a), the Buyer and the Company shall use their respective reasonable best efforts to establish a process that (through use of steps such as, without limitation, redactions, provision of information to counsel to review and summarize for the Buyer or use of a “clean room” environment for analysis and review of information by appropriate recipients in coordination with counsel and the Company) shall provide the Buyer with timely access to the fullest extent possible to the substance of the information described in this Section 8.01. All information exchanged pursuant to this Section 8.01 shall be subject to the non-disclosure agreement, dated as of September 5, 2019, between the Company and the Buyer (Cas amended, the “Confidentiality Agreement”). The Confidentiality Agreement shall survive any termination of this Agreement for a period of twenty-four (24) enter into a joint defense agreement or implement such other techniques if months following the Parties determine that doing so would reasonably permit the disclosure date of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officerstermination (and, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of the Company notwithstanding anything contained in this Agreement or the Company Subsidiaries prior Confidentiality Agreement to the completion contrary, the Confidentiality Agreement term shall be automatically amended to be extended until the end of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldsuch twenty-four (24) month period).

Access to Information; Confidentiality. (a) To From the extent not restricted by third-party agreement or date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, subject to compliance with applicable lawLaw and the terms of any existing Contracts, the Company shall, subject to any necessary third-party approvals, allow the Parent and shall cause its Subsidiaries and its and their respective Representatives to, afford to Hudbay and to its Representatives such access as Hudbay may reasonably require at all reasonable times, to the Company's officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable access during normal business hours, at Parent’s sole risk and expense, to all facilities, properties, personnelbooks, books records and records contracts, and shall furnish Hudbay with all data and information as Hudbay may reasonably request. Without limiting the foregoing, during such period, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, afford Hudbay and its Representatives such access to the Company Employees, the Company Property, the assets of the Company and its Subsidiaries and the data, information and records (including data, information and records relating to Company Subsidiaries. Parent agrees Employees and such monthly reports with respect to conduct its investigation in a manner that does not interfere unreasonably with the Company’s or the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees of the Company and its Subsidiaries as Hudbay may reasonably request) as is reasonably necessary in order for Hudbay to observe the Company Subsidiaries Company's operations, to facilitate the closing of their duties. Parent agrees to indemnify the Arrangement and hold the transition of the business of the Company and its Subsidiaries to Hudbay, including right to have Representatives of Hudbay on-site at the Company Subsidiaries harmless Property from any time to time at Hudbay's request; and all claims and liabilities, including costs and expenses, for injury to or death of any representative of instruct the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites Representatives of the Company or the Company and its Subsidiaries prior to cooperate with Hudbay and its Representatives in its exercise of such rights; provided that any such access shall be during normal business hours upon reasonable advance notice to the completion of Company, under the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, that the Company shall use its reasonable best efforts to (A) obtain the required consent of any third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger without the prior written consent supervision of the Company's personnel and in such a manner as not to interfere with the conduct of the Company's business or any other businesses of the Company. All such access shall be at the sole risk of Hudbay and its Representatives, which consent and Hudbay shall not be unreasonably withheldcomply with and cause its Representatives to comply with all of the Company's policies with regard to health and safety while visiting any mines or processing facilities on the Company Property.

Access to Information; Confidentiality. (a) To From the extent not restricted by third-party agreement or applicable lawdate hereof until the REIT Merger Effective Time, the Company shall, subject and shall cause each of its Subsidiaries and each of the Company’s and its Subsidiaries’ directors, officers, employees and agents to, afford to any necessary third-party approvals, allow the Parent and its to the directors, officers, employees, representatives, consultantsand agents of Parent access upon reasonable notice and at reasonable times without undue interruption (and will request the same from the Company’s auditors, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable access during normal business hours, at Parent’s sole risk and expense, lenders) to all facilities, (a) the properties, personnelbooks, books records and records contracts of the Company and the Company Subsidiaries. Parent agrees to conduct its investigation in a manner that does not interfere unreasonably with Subsidiaries and (b) the Company’s or the Company Subsidiaries’ operations officers and with the prompt and timely discharge by the employees of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigationsits Subsidiaries; provided, however, that the Company Parent shall use its reasonable best efforts to (A) obtain the required consent of any third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger without the prior written consent of the Company’s consent, which consent shall not be unreasonably withheld, to a schedule of properties to be visited and officers and employees to be accessed prior to any such visits or access. The Company shall furnish Parent such financial, operating and other data and information as Parent may reasonably request. Parent shall indemnify and hold the Company and its Subsidiaries harmless from and against any and all losses or damages incurred by the Company or its Subsidiaries as a result of the Parent’s or the Parent representatives’ inspection of the Company Properties, provided, however that the Parent’s indemnification obligations hereunder shall not include any obligation whatsoever with respect to any such losses or damages (including claims that any Company Property has declined in value) arising out of, resulting from or incurred in connection with the discovery of any existing condition at a Company Property. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to provide access or disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its Subsidiaries or contravene any Law or binding agreement entered into prior to the date of this Agreement (provided that the Company and its Subsidiaries shall use reasonable best efforts to obtain 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) To the extent not restricted by third-party agreement or applicable lawUpon reasonable notice, the Company shallshall (and shall cause each of its Subsidiaries to) afford to the representatives, subject to any necessary third-party approvalsofficers, allow the Parent and its officersdirectors, employees, representativesagents, attorneys, accountants, Affiliates, consultants, attorneys, agents, lenders, bankersfinancing sources, financial advisors and other advisors (“Representatives”) of Parent reasonable access access, in a manner not disruptive in any material respect to the operations of the business of the Company and its Subsidiaries, during normal business hours, at Parent’s sole risk hours and expenseupon reasonable written notice throughout the period commencing on the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, to all facilities, the properties, personnel, books and records of the Company and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information concerning the business, properties and personnel of the Company Subsidiaries. and its Subsidiaries as may reasonably be requested in writing, in each case, for any reasonable business purpose related to the consummation of the transactions contemplated by this Agreement; provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to Parent agrees or Acquisition Sub if such disclosure would, in the reasonable judgment of the Company, (i) cause significant competitive harm to conduct the Company or its investigation Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) violate applicable Law or the confidentiality provisions of any agreement entered into prior to the date of this Agreement to which the Company or any of its Subsidiaries is a party or (iii) jeopardize any attorney-client or other legal privilege; provided that the parties hereto shall use reasonable best efforts to make appropriate substitute arrangements under circumstances in which such restrictions apply to allow access in a manner that does not interfere unreasonably with the Company’s result in such effects; provided, further, that nothing herein shall authorize Parent or the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees its Representatives to undertake any environmental testing involving sampling of soil, groundwater, or similar invasive techniques at any of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilitiesproperties owned, including costs and expenses, for injury to operated or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned leased by the Company or its Subsidiaries, without the Company Subsidiaries Company’s prior written consent. No investigation 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether access permitted pursuant to this Section 5.2 6.4 shall affect or otherwise. Notwithstanding the foregoing, be deemed to modify any representation or warranty made by the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigationshereunder; provided, however, provided that the Company shall foregoing will not affect any determination of breach of such representations or warranties or the satisfaction of the closing condition set forth in Section 7.2(a). Each of Parent and Acquisition Sub agrees that it will not, and will instruct and use its reasonable best efforts to (A) obtain the required consent of cause its Representatives not to, use any third party information obtained pursuant to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor this Section 6.4 for any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors competitive or other advisors shall conduct purpose unrelated to the transactions contemplated by this Agreement. Parent will use its reasonable best efforts to minimize any environmental testing or sampling on any of disruption to the respective business or property sites of the Company or the Company and its Subsidiaries prior that may result from requests for access under this Section 6.4. The Confidentiality Agreement shall apply with respect to the completion of the Merger without the prior written consent of information furnished by the Company, which consent shall not be unreasonably withheldits Subsidiaries and the Company’s officers, employees and other Representatives hereunder.

Access to Information; Confidentiality. (a) To the extent not restricted by third-party agreement Subject to applicable Law or applicable lawJudgment, (i) 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, make available to Parent any information concerning its business as Parent may reasonably request (including the work papers of Ernst & Young LLP) subject to the requirements of Ernst & Young LLP) and (ii) 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 necessary third-party approvals, allow the Company Personnel as Parent may reasonably request; provided that Parent and its representatives shall coordinate any such activities with the Company with a view towards not unreasonably interfering with the business or operations of the Company. 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 Company or 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, representatives, consultantsinvestment bankers, attorneys, agents, lenders, bankers, financial advisors accountants and other advisors reasonable access during normal business hoursand representatives to hold, at Parent’s sole risk and expense, to all facilities, properties, personnel, books and records of the Company and the Company Subsidiaries. Parent agrees to conduct its investigation in a manner that does not interfere unreasonably with the Company’s or the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims information received from the Company confidential in accordance with the Confidentiality Agreement and liabilities, including costs and expenses, for injury to or death of any representative will comply with the terms of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, that the Company shall use its reasonable best efforts to (A) obtain the required consent of any third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldConfidentiality Agreement.

Access to Information; Confidentiality. (a) To the extent not restricted by third-Upon reasonable prior notice, each party agreement or applicable law, the Company shall, subject and shall cause each of its Subsidiaries to, afford to any necessary third-party approvals, allow the Parent other parties and its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors their respective Representatives reasonable access during normal business hours, at Parent’s sole risk and expenseduring the period prior to the Effective Time or the termination of this Agreement in accordance with its terms, to all facilities, their respective properties, personnelassets, books books, contracts, commitments, personnel and records and, during such period, each party shall, and shall cause each of its Subsidiaries to, furnish as promptly as reasonably practicable to the Company other parties all other information concerning its business, properties and personnel as the other parties may reasonably request for purposes of completing the Merger or for a bona fide business purpose (including Tax Returns filed and those in preparation and the Company Subsidiaries. Parent agrees to conduct work papers of its investigation in a manner that does not interfere unreasonably with the Company’s or the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries or others (including claims or liabilities for loss of use of any propertyauditors) resulting directly or indirectly from the action or inaction of any of the Parent Parties’ representatives during any visit to the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, that the foregoing shall not require any party to disclose any information (a) if providing such access would unreasonably disrupt such party’s operations, (b) that is a trade secret of a third party, competitively sensitive information, information concerning the valuation of the Company or any of its Subsidiaries, on the one hand, or Parent or any of its Subsidiaries, on the other hand, as applicable, or personal information that would expose the Company or Parent, as applicable, to the risk of liability (provided that in each such case the withholding party will inform the other party of the nature of the information being withheld, and use its reasonable best efforts to make alternative arrangements that would allow access to such information), (c) would violate the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business (provided, however, that the withholding party shall use its reasonable best efforts to (A) obtain the required consent of any such third party to provide such access or disclosure), (Bd) develop an alternative the disclosure of which would violate any Law applicable to providing such information so as party or any of its Representatives (provided, however, that withholding party shall use its reasonable best efforts to address such matters that is reasonably acceptable make appropriate substitute arrangements to Parent and the Company permit reasonable disclosure not in violation of any Law or duty), or (Ce) enter disclosure of which would jeopardize any attorney-client, attorney work product or other legal privilege (provided, however, that withholding party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by means of entry into a customary joint defense agreement or implement such other techniques if that would alleviate the Parties determine that doing so would reasonably permit the disclosure loss of such information without violating applicable law privilege); provided, further, that the foregoing shall not require the Company, Parent or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct their respective Subsidiaries to permit any environmental testing or sampling or subsurface investigations, including surface and subsurface soils and water, soil gas, air or building materials, on any of the business properties owned, leased or property sites operated by it or any of its respective Subsidiaries. All such information shall be held confidential in accordance with the terms of the Company or the Company Subsidiaries prior to the completion of the Merger without the prior written consent of Confidentiality Agreement between Parent and the Company, which consent dated as of November 30, 2022 (the “Confidentiality Agreement”). No investigation pursuant to this ‎Section 5.7 or information provided, made available or delivered to a party pursuant to this Agreement shall not be unreasonably withheldaffect any of the representations, warranties, covenants, rights or remedies, or the conditions to the obligations of, the parties hereunder.

Access to Information; Confidentiality. (a) To the extent not restricted by third-party agreement or applicable lawUpon reasonable notice, the Company shallshall (and shall cause each of its Subsidiaries to) afford reasonable access to Parent’s Representatives, subject in a manner not disruptive to any necessary third-party approvals, allow the Parent operations of the business of the Company and its officersSubsidiaries, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable access during normal business hours, at Parent’s sole risk hours and expenseupon reasonable notice throughout the period prior to the Effective Time (or until the earlier termination of this Agreement), to all facilities, the properties, personnel, books and records of the Company and its Subsidiaries, to the Company Subsidiaries. Parent agrees to conduct its investigation in a manner that does not interfere unreasonably with the Company’s or the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees officers of the Company and to the personnel of the Company Investment Adviser (provided, that with respect to the personnel of the Company Investment Adviser the Company shall use reasonable best efforts to provide such access) and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information concerning the business, properties and personnel of their duties. Parent agrees to indemnify and hold the Company and the Company its Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not as may reasonably be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigationsrequested; provided, however, that nothing herein shall require the Company shall or any of its Subsidiaries to disclose any information to Parent or Acquisition Sub if such disclosure would, in the reasonable judgment of the Company, (i) cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated hereby are not consummated, (ii) violate Applicable Law or the provisions of any Contract to which the Company or any of its Subsidiaries is a party or (iii) jeopardize any attorney-client, attorney work product or any other legal privilege; provided, that the parties will use its reasonable best efforts to make appropriate substitute arrangements in circumstances where any of the foregoing clauses (Ai)-(iii) obtain of this Section 6.5(a) applies. No investigation or access permitted pursuant to this Section 6.5(a) shall affect or be deemed to modify any representation or warranty made by the required consent of any third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Company hereunder. Parent and the Company or (CParent External Adviser agree that it and they will not, and will cause its and their Representatives not to, use any information obtained pursuant to this Section 6.5(a) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor for any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors competitive or other advisors shall conduct any environmental testing or sampling on any purpose unrelated to the consummation of the business or property sites of the Company or the Company Subsidiaries prior transactions contemplated hereby. The Confidentiality Agreement shall apply with respect to the completion of the Merger without the prior written consent of information furnished by the Company, which consent shall not be unreasonably withheldthe Company Investment Adviser, its Subsidiaries and the Company’s officers, employees and other Representatives hereunder.

Access to Information; Confidentiality. (a) To Upon reasonable notice and subject to Law, the extent not restricted Company, for the purposes of enabling Parent to verify the representations and warranties of the Company and to prepare for the Merger and the other transactions contemplated by third-party agreement this Agreement, shall, and shall cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors and other representatives of Parent, access, during normal business hours during the period from the date of this Agreement to the Effective Time, to all of the Company’s properties, books, contracts, commitments, personnel, information technology systems, Tax Returns and related work papers and records reasonably requested by Parent. The Company shall cooperate with Parent in preparing to execute after the Effective Time conversion or applicable lawconsolidation of systems and business operations generally, and, during such period, the Company shall, subject and shall cause its Subsidiaries to, promptly make available to any necessary third-party approvalsParent (i) a copy of each report, allow the Parent and its officersschedule, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors registration statement and other advisors reasonable access during normal business hours, at Parent’s sole risk and expense, to all facilities, properties, personnel, books and records of document filed or received by the Company and during such period pursuant to the requirements of federal securities laws or federal or state banking laws (other than reports or documents which the Company Subsidiaries. Parent agrees is not permitted to conduct its investigation in a manner that does not interfere unreasonably with disclose under Law) and (ii) all other information concerning the Company’s or business, properties and personnel as Parent may reasonably request. Neither the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of nor any of the Parent Parties’ representatives during any visit to the business or property sites of the Company or the Company its Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise to disclose (i) board and committee minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter the Company reasonably determines should be treated as confidential and (ii) information if such information is subject to, or where such access or disclosure would jeopardizeviolate or prejudice the rights of the Company’s customers, jeopardize the attorney-client privilege, work product doctrine privilege of the institution in possession or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, that the Company shall use its reasonable best efforts to (A) obtain the required consent of any third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure control of such information without violating applicable law (after giving due consideration to the existence of any common interest, joint defense or jeopardizing such privilege. Neither Parent nor similar agreement between the parties) or contravene any of its officerslaw, employeesrule, representativesregulation, consultantsorder, attorneysjudgment, agentsdecree, lenders, bankers, financial advisors fiduciary duty or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of the Company or the Company Subsidiaries binding agreement entered into prior to the completion date of this Agreement. The Company will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldpreceding sentence apply.

Access to Information; Confidentiality. (a) To Prior to the extent not restricted by third-party agreement or applicable lawClosing Date, the Company Seller shall, subject and shall cause each Acquired Company to, afford to any necessary third-party approvals, allow the Buyer Parent and its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors Representatives reasonable access upon reasonable notice at reasonable times during normal business hourshours to the Acquired Company Books and Records and, at Parent’s sole risk during such period, Seller shall, and expenseshall cause each Acquired Company as applicable, to, furnish to all facilitiesBuyer Parent such information to the extent relating to the Business as Buyer Parent may from time to time reasonably request, other than any such properties, personnelbooks, books Contracts, records and records of the Company and the Company Subsidiaries. Parent agrees information that (i) are subject to conduct its investigation in a manner that does not interfere unreasonably with the Company’s or the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, an attorney-client privilege, work product doctrine or other applicable legal privilege concerning legal proceedings that would reasonably be expected to be impaired by such disclosure or governmental investigations; provided(ii) are subject to a contractual obligation of confidentiality. If any properties, howeverbooks, Contracts, records and information is withheld by Seller pursuant to clause (i) or (ii) of the preceding sentence, Seller shall, and shall cause each Acquired Company and, with respect to the Business, each of its Affiliates, to, inform Buyer Parent of that fact and provide a description of the Company shall general nature of what is being withheld, and cooperate with any requests for, and use its reasonable best efforts to (A) obtain develop substitute arrangements that do not result in the required consent loss of any third party to provide such access privilege or disclosure, the breach of such obligations (including redacting information or entering into joint defense agreements) and (B) develop an alternative to providing obtain any consent or waiver necessary from any Person to whom any contractual confidentiality obligation is owed in order to disclose such information to Buyer Parent and restructure the form of access, and/or make other arrangements, so as to address permit the access requested. For the avoidance of doubt, Seller shall have no obligation under this Agreement to furnish Buyer Parent the Excluded Business Books and Records. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such matters that is reasonably acceptable to Person or Persons as Seller shall designate. Without limiting the terms thereof, the Confidentiality Agreement shall govern the obligations of Buyer Parent and the Company its Representatives with respect to all information of any type furnished or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of the Company or the Company Subsidiaries prior provided to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldthem pursuant to this Section 5.2(a).

Access to Information; Confidentiality. (a) To the extent not restricted by third-party agreement or applicable lawUpon reasonable notice, the Company shallshall (and shall cause each of the Company’s Subsidiaries to, subject and shall use reasonable best efforts to any necessary third-party approvalscause the Company Investment Adviser to) afford reasonable access to Parent’s and Parent External Adviser’s Representatives, allow in a manner not disruptive to the Parent operations of the business of the Company and its officersSubsidiaries, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable access during normal business hours, at Parent’s sole risk hours and expenseupon reasonable notice throughout the period prior to the Effective Time (or until the earlier termination of this Agreement), to all facilitiesthe senior officers, advisors, properties, personnel, books and records of the Company and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information concerning the Company Subsidiaries. Parent agrees to conduct its investigation in a manner that does not interfere unreasonably with the Company’s or the Company Subsidiaries’ operations business, properties and with the prompt and timely discharge by the employees personnel of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify its Subsidiaries, and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject tocopies thereof, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigationsas may reasonably be requested; provided, however, that nothing herein shall require the Company shall use its reasonable best efforts to (A) obtain the required consent of any third party to provide such access or disclosureCompany, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of the Company Company’s Subsidiaries or the Company Subsidiaries prior Investment Adviser to disclose any information to Parent, the completion of Parent External Adviser or Acquisition Sub if such disclosure would, in the Merger without the prior written consent reasonable judgment of the Company, (i) cause significant competitive harm to the Company, the Company Investment Adviser or the Company’s Subsidiaries if the transactions contemplated hereby are not consummated, (ii) violate Applicable Law or the provisions of any Contract to which consent the Company, the Company Investment Adviser or any of the Company’s Subsidiaries is a party or (iii) jeopardize any attorney-client, attorney work product or any other legal privilege. No investigation or access permitted pursuant to this Section 6.5(a) shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Parent and the Parent External Adviser agree that it and they will not, and will cause its and their Representatives not be unreasonably withheldto, use any information obtained pursuant to this Section 6.5(a) for any competitive or other purpose unrelated to the consummation of the transactions contemplated hereby. The Confidentiality Agreement shall apply with respect to information furnished by the Company, the Company Investment Adviser, the Company’s Subsidiaries and the Company’s officers, employees and other Representatives hereunder.

Access to Information; Confidentiality. (a) To From the extent not restricted by third-party agreement date hereof to the Effective Time or applicable lawthe earlier valid termination of this Agreement, upon reasonable prior written notice from Parent, the Company shall, subject and shall use its reasonable best efforts to any necessary third-party approvalscause its subsidiaries, allow the Affiliated Entities, officers, directors and employees to, afford Parent and its Representatives reasonable access, consistent with applicable Law, at normal business hours to the Company’s, its subsidiaries’ and Affiliated Entities’ officers, employees, representativesproperties, consultantsoffices, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable access during normal business hours, at Parent’s sole risk facilities and expense, to all facilities, properties, personnel, books and records of records, and shall furnish Parent reasonably promptly with all financial, operating and other data and information concerning its business and properties as Parent or its Representatives, may from time to time reasonably request. Notwithstanding the Company and the Company Subsidiaries. Parent agrees to conduct its foregoing, any such investigation or consultation shall be conducted in such a manner that does as not to interfere unreasonably with the Company’s business or operations of the Company Subsidiaries’ operations and or its subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such officers, employees and other authorized Representatives of their normal duties and shall not include any environmental sampling or invasive environmental testing without the employees of Company’s prior written consent. Neither the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of nor any of the Parent Parties’ representatives during any visit to the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company its subsidiaries shall not be required to provide access or to or otherwise disclose information if such information is subject to, or where such access or disclosure would jeopardizeviolate or prejudice its rights or the rights of any of its officers, directors or employees, jeopardize any attorney-client privilegeprivilege of the Company or any of its subsidiaries or contravene any applicable Law, work product doctrine rule, regulation, order, judgment, decree or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, binding agreement entered into prior to the date of this Agreement (provided that the Company shall will use its reasonable best efforts to (A) obtain the required consent of any third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (Ci) enter into a joint defense agreement with Parent if requested with respect to any such information or implement such (ii) cooperate with Parent in seeking and use reasonable best efforts to secure any consent or waiver or other techniques if the Parties determine that doing so would reasonably permit the arrangement to allow disclosure of such information without violating applicable law in a manner that would not result in such violation, contravention, prejudice, or jeopardizing such loss of privilege). Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors All requests for information made pursuant to this Section 6.6(a) shall be directed to the executive officer or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger without the prior written consent of Person designated by the Company, which consent shall not be unreasonably withheld.

Access to Information; Confidentiality. (a) To the extent not restricted by third-party agreement or Subject to applicable lawLaw, the Company shall, subject and shall cause each of its Subsidiaries to, afford to any necessary third-party approvals, allow the Parent and its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors to Parent’s Representatives reasonable access during normal business hours, at Parent’s sole risk and expenseupon reasonable advance notice, during the period from the date of this Agreement until the Effective Time, to all facilitiestheir respective officers, employees, agents, properties, personnelbooks, 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 6.02, to any Company 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 or relating to any deliberation of the Company Board regarding any Company Takeover Proposal or Company Adverse Recommendation Change), and the Company Subsidiaries. shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent agrees to conduct all information concerning its investigation business, properties, assets and personnel as Parent may reasonably request in a manner connection with this Agreement and the Transactions, including for purposes of any business planning (including for post-Closing periods) and integration; provided, however, that does not interfere unreasonably with the Company’s or the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries or others (including claims or liabilities for loss of use of any propertyi) resulting directly or indirectly from the action or inaction of any of the Parent Parties’ representatives during any visit to the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or afford such access if it would unreasonably disrupt the operations of the Company or any Company Subsidiary, (ii) may withhold any document or information the disclosure of which would jeopardize, attorney-client privilege, work product doctrine cause a violation of any agreement to which the Company or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, any Company Subsidiary is a party (provided that the Company shall use its reasonable best efforts to (A) obtain the required consent of any such third party to provide such access or disclosure) and (iii) may withhold any document or information the disclosure of which would be reasonably likely to risk a loss of legal privilege (provided that the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that would not be reasonably likely to risk a loss of legal privilege). If any material is withheld by the Company pursuant to the immediately preceding sentence, (B) develop the Company shall, to the extent possible without violating an alternative to providing such information so agreement or risking a loss of legal privilege, inform Xxxxxx as to address such matters that the general nature of what is reasonably acceptable being withheld. All information exchanged pursuant to this Section 7.02(a) shall be subject to the confidentiality agreement dated May 17, 2022 between Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheld“Confidentiality Agreement”).

Access to Information; Confidentiality. (a) To During the extent not restricted by thirdPre-party agreement Closing Period and subject to the confidentiality obligations of Purchasers set forth in Section 5.01, Seller shall, or applicable law, shall cause the Company shall, subject to any necessary third-party approvals, allow the Parent and its officersSubsidiaries to, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors (i) give Purchasers and other advisors their Representatives reasonable access during normal business hours, at Parent’s sole risk hours and expense, upon reasonable notice to all facilitiesthe offices, properties, personnel, books and records of the Company and its Subsidiaries relating to the Business and (ii) furnish to Purchasers, their counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information of the Company Subsidiariesand its Subsidiaries relating to the Business as Purchasers may reasonably request, in the case of each of the foregoing, to the extent needed for the purpose of consummating the Acquisition, except that (A) Purchasers and their representatives will not have the right to perform any investigative procedures that involve physical disturbance or damage to the Owned Real Property or the Leased Real Property and (B) such access will not include any sampling of environmental media, including soil, surface water, groundwater, indoor air, ambient air or building materials. Parent agrees Any inspection pursuant to conduct its investigation this Section 4.03 must be conducted in such a manner that does so as not to interfere unreasonably with the Company’s or the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees conduct of the Company and the Company Subsidiaries businesses of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilitiesSeller, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries or others (including claims or liabilities for loss of use of its Subsidiaries, and in no event will any property) resulting directly or indirectly from the action or inaction of any of the Parent Parties’ representatives during any visit provision hereof be interpreted to the business or property sites of require Seller, the Company or the Company any of its Subsidiaries prior to the completion permit any inspection, or to disclose any information, that Seller determines in good faith, based on advice of the Mergercounsel, whether pursuant to this Section 5.2 may waive any attorney-client or otherwise. Notwithstanding the foregoingsimilar privilege that Seller, the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigationsits Subsidiaries may hold; provided, however, that Seller shall, and shall cause the Company shall to, use its commercially reasonable best efforts to (A) obtain the required consent of any third party make alternative arrangements to provide Purchasers with access to, or otherwise disclose, such access or disclosureinformation, (B) develop an alternative to providing such information so as to address such matters including the entrance into customary common interest agreements. To the extent that is reasonably acceptable to Parent and Seller, the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officersSubsidiaries incurs any out-of-pocket costs in processing, employeesretrieving or transmitting any information pursuant to this Section 4.03, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors Purchasers shall conduct any environmental testing or sampling on any reimburse Seller for the reasonable out-of-pocket costs thereof promptly upon submission to Purchasers of the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldan invoice therefor accompanied by reasonable supporting documentation.

Access to Information; Confidentiality. (a) To the extent not restricted by third-party agreement or Subject to applicable lawLaw, the Company shall, subject to any necessary third-party approvals, allow the Parent will provide and will cause Parent’s Subsidiaries and its and their respective directors, officers, employees, representativesaccountants, consultants, attorneyslegal counsel, agents, lenders, investment bankers, financial advisors advisors, agents and other advisors reasonable access representatives (collectively, “Representatives”) to provide the Company and its authorized Representatives, during normal business hourshours and upon reasonable advance notice, at Parent’s sole risk and expensesuch reasonable access to the offices, to all facilitiesemployees, customers, suppliers, properties, personnelbooks and records of Parent and its Subsidiaries (so long as such access does not unreasonably interfere with the operations of Parent and its Subsidiaries) as the Company may reasonably request (including for the purposes of conducting environmental due diligence). Subject to applicable Law, the Company will provide and will cause the Company’s Subsidiaries and its and their respective Representatives to provide Parent and its authorized Representatives, during normal business hours and upon reasonable advance notice, such reasonable access to the offices, employees, properties, books and records of the Company and the Company Subsidiaries. Parent agrees to conduct its investigation in a manner that Entities (so long as such access does not unreasonably interfere unreasonably with the Company’s or operations of any Company Entities) as Parent may reasonably request (including for the Company Subsidiaries’ operations purposes of planning the operation of New Parent after the Effective Time and with the prompt and timely discharge by the employees conducting environmental due diligence). No party shall have access to personnel records of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to other party or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 its Subsidiaries relating to the business individual performance or property sites of the Company or the Company Subsidiaries prior to the completion of the Mergerevaluation records, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine medical histories or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, information that the Company shall use its reasonable best efforts to (A) obtain the required consent of any third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) enter into a joint defense agreement or implement in such other techniques if the Parties determine that doing so would reasonably permit party’s good faith opinion the disclosure of which could subject such information without violating applicable law other party or jeopardizing such privilege. Neither Parent nor any of its officersSubsidiaries to risk of liability. Notwithstanding anything to the contrary herein, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors no party shall be permitted to conduct any sampling or analysis of any environmental testing media or sampling on building materials at any facility of the business other party or property sites of the Company or the Company its Subsidiaries prior to the completion of the Merger without the prior written consent of the Companysuch other party, which consent shall not may be unreasonably withheldgranted or withheld in its sole discretion.

Access to Information; Confidentiality. (a) To From the extent not restricted by third-party agreement or applicable lawdate of this Agreement until the Effective Time, upon reasonable notice and subject to Applicable Law, the Company shall, subject and shall cause its Subsidiaries to, (i) give to any necessary third-party approvalsParent, allow the Parent and its officers, employees, representatives, consultants, attorneys, agents, lenders, bankerscounsel, financial advisors advisors, auditors and other advisors authorized representatives reasonable access during normal business hours, at Parent’s sole risk and expense, hours to all facilitiesits offices, properties, personnelbooks, books Contracts and records records, (ii) furnish as promptly as reasonably practicable to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, in each case unless furnishing such information would constitute a violation of the Company and the Company Subsidiaries. Parent agrees to conduct its investigation in a manner that does not interfere unreasonably with the Company’s Applicable Law or the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites confidentiality obligations of the Company or its Subsidiaries pursuant to contracts; provided that the Company and its Subsidiaries prior shall use commercially reasonable efforts to cause the completion beneficiaries of any such confidentiality obligations to provide any consent necessary to permit the MergerCompany and its Subsidiaries to furnish such information, whether pursuant and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to this Section 5.2 or otherwise. Notwithstanding the foregoingreasonably cooperate with Parent in its investigation; provided, however, that (1) the Company shall not be required to provide afford such access if it would unreasonably disrupt its operations or those of any of its Subsidiaries or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries or would constitute a violation of any Applicable Law and (2) Parent shall not have access to individual performance or otherwise disclose evaluation records, medical histories or other information if such that in the reasonable opinion of the Company is sensitive or the disclosure of which could reasonably be expected to subject the Company or any of its Subsidiaries to risk of liability or information that is subject to, or such access or disclosure would jeopardize, to attorney-client privilege, work product doctrine privilege or other privilege. All such access shall be subject to reasonable restrictions imposed from time to time with respect to the provision of privileged communications or any applicable privilege concerning legal proceedings or governmental investigations; provided, however, that confidentiality agreement with any Person. Any investigation pursuant to this Section 6.04 shall be conducted in such manner as not to unreasonably interfere with the conduct of the business of the Company or damage any property or any portion thereof. All information furnished pursuant to this Section shall use its reasonable best efforts be subject to (A) obtain the required consent confidentiality agreement, dated as of any third party to provide such access or disclosureApril 26, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to 2012, between Parent and the Company (the “ Confidentiality Agreement”). No information or (C) enter into a joint defense agreement knowledge obtained in any investigation pursuant to this Section 6.04 shall affect or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law be deemed to modify any representation or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of warranty made by the Company or the Company Subsidiaries prior pursuant to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldthis Agreement.

Access to Information; Confidentiality. (a) To During the extent not restricted by third-party agreement period from the date of this Agreement to the Effective Time or applicable lawthe earlier termination of this Agreement, upon reasonable prior notice, the Company shall, subject and shall cause each of its Subsidiaries to, afford to any necessary third-party approvals, allow the Parent and its officers, employees, representativesaccountants, consultants, attorneys, agents, lenders, bankers, financial advisors counsel and other advisors reasonable access representatives of Parent and Acquisition (including prospective lenders involved in the Financing or any alternative financing (and their officers, employees, counsel and advisors)), during normal business hourshours and upon reasonable prior notice, at Parent’s sole risk and expensereasonable access, consistent with applicable Law, to all facilities, properties, personnel, books and records of the Company and the Company Subsidiaries. Parent agrees to conduct its investigation in a manner that does not interfere unreasonably with the Company’s or the Company and its Subsidiaries’ operations properties, books, records, leases, contracts, commitments, officers and with the prompt and timely discharge by the employees of the Company and the Company Subsidiaries of their dutiesas such Persons may from time to time reasonably request. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilitiesIn addition, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, that the Company shall use its reasonable best efforts to (A) obtain the required consent of any third party to provide such Persons, if so requested, with reasonable access or disclosureto its accountants, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to counsel and other representatives. Notwithstanding the foregoing, Parent and the prospective lenders shall use their reasonable best efforts to conduct any such investigation or consultation in such a manner as not to unreasonably interfere with the business or operations of the Company or (C) enter into a joint defense agreement its Subsidiaries or implement otherwise result in any unreasonable interference with the prompt and timely discharge by such other techniques if the Parties determine that doing so would reasonably permit the disclosure employees of such information without violating applicable law or jeopardizing such privilegetheir normal duties. Neither Parent the Company nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors Subsidiaries shall be required to provide access to or other advisors shall conduct any environmental testing disclose information where such access or sampling on any of disclosure would jeopardize the business or property sites attorney-client privilege of the Company or its Subsidiaries or contravene any Law or agreement to which the Company or its Subsidiaries prior is a party. The Confidentiality Agreement dated March 8, 2007 between Crestview Partners, L.P. and the Company (the “Confidentiality Agreement”), has applied and shall apply with respect to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldinformation furnished thereunder or hereunder and any other activities contemplated thereby or hereby.

Access to Information; Confidentiality. (a) To During the extent not restricted by thirdPre-party agreement or applicable lawClosing Period, the Company shall, subject to any necessary third-party approvalsand cause its Subsidiaries to, allow the Parent authorize and permit HBC, its officers, employees, representatives, consultantsaccountants and counsel, attorneys, agents, lenders, bankers, financial advisors and other advisors to have reasonable access during normal business hours, at Parent’s sole risk and expense, to all facilities, properties, books, records, branch operating reports, branch audit reports, operating instructions and procedures, Tax Returns, contracts and documents, and all other information with respect to its business affairs, financial condition, assets and liabilities as HBC may from time to time reasonably request. The Company further agrees to continue to respond to and cooperate with HBC and its advisers with respect to the due diligence requests of HBC. The Company and its Subsidiaries shall permit HBC, its representatives, accountants and counsel to make copies of such books, records and other documents and to discuss the business affairs, condition (financial and otherwise), assets and liabilities of the Company and its Subsidiaries with such third persons, including its directors, officers, employees, accountants, counsel and creditors, as is necessary or reasonably appropriate for the purposes of familiarizing itself with the businesses and operations of the Company and its Subsidiaries (provided, however, that any of the foregoing activities are conducted during normal business hours, with reasonable prior notice to and agreement of the Company and conducted in a manner that will not disrupt the ongoing business operations of the Company), obtaining any necessary Orders, consents or approvals of the Contemplated Transactions by any Governmental Entity and conducting an evaluation of the assets and liabilities of the Company and its Subsidiaries. Upon reasonable request by HBC, the Company shall make its chief financial officer and controller available to discuss with HBC and its representatives HBC’s ongoing due diligence and review of the Company and its Subsidiaries operations. The Company will cause its independent outside auditors to make available to HBC, its accountants, counsel and other agents, such personnel, work papers and other documentation of such firm relating to its work papers and its audits of the books and records of the Company and its Subsidiaries as may be reasonably requested by HBC in connection with its review of the foregoing matters. Neither the Company Subsidiaries. Parent agrees to conduct its investigation in a manner that does not interfere unreasonably with the Company’s or the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of nor any of the Parent Parties’ representatives during any visit to the business or property sites of the Company or the Company its Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or where such access or disclosure would jeopardize, jeopardize the protection of attorney-client privilegeprivilege or contravene any applicable Law, work product doctrine or other applicable privilege concerning legal proceedings violate the rights, interests or governmental investigations; provided, however, confidence of any customer (it being agreed that the Company parties shall use its their reasonable best commercial efforts to (A) obtain the required consent of any third party to provide such access or disclosure, (B) develop an alternative to providing cause such information so as to address be provided in a manner that would not result in such matters that is reasonably acceptable jeopardy or contravention). No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilegeHBC pursuant to this Agreement. Neither Parent The foregoing notwithstanding, neither HBC nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors representatives shall conduct any environmental testing or sampling on contact any of the business employees (other than the senior officers identified in writing to HBC), landlords, customers, suppliers or property sites any other third party provider of or to the Company or the Company Subsidiaries prior to the completion of the Merger without the prior written consent of the Company, which ’s chief executive officer (such consent shall not to be unreasonably withheld, delayed or conditioned), it being acknowledged that any and all such contacts will be arranged by and coordinated with the Company.

Access to Information; Confidentiality. (a) To During the extent not restricted by thirdPre-party agreement or applicable lawClosing Period, the Company shall, subject to any necessary third-party approvals, allow the Parent UAB shall authorize and permit HCC and its officersRepresentatives, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors to have reasonable access during normal business hours, at Parent’s sole risk and expense, to all facilities, properties, books, records, branch operating reports, branch audit reports, operating instructions and procedures, Tax Returns, contracts and documents, and all other information with respect to its business affairs, financial condition, assets and liabilities as HCC may from time to time reasonably request. ATB and UAB agree to continue to respond to and cooperate with HCC and its advisers with respect to the due diligence requests of HCC. UAB shall permit HCC and its Representatives to make copies of such books, records and other documents and to discuss the business affairs, condition (financial and otherwise), assets and liabilities of UAB with such third persons, including its directors, officers, employees, accountants, counsel and creditors, as is necessary or reasonably appropriate for the purposes of familiarizing itself with the businesses and operations of UAB, obtaining any necessary Orders, consents or approvals of the Contemplated Transactions by any Governmental Entity and conducting an evaluation of the assets and liabilities of UAB. Upon reasonable request by HCC, UAB shall make its chief credit officer and controller and ATB shall make its chief financial officer available to discuss with HCC and its Representatives HCC’s ongoing due diligence of UAB’s operations. ATB will cause its independent outside auditors to make available to HCC and its accountants, counsel and other agents, such personnel, work papers and other documentation of such firm relating to its work papers and its audits of the books and records of the Company and the Company Subsidiaries. Parent agrees to conduct UAB as may be reasonably requested by HCC in connection with its investigation in a manner that does not interfere unreasonably with the Company’s or the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees review of the Company foregoing matters. ATB and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company UAB shall not be required to provide access to or otherwise disclose information if such information is subject to, or where such access or disclosure would jeopardize, jeopardize the protection of attorney-client privilegeprivilege or contravene any applicable Law, work product doctrine agreement or other applicable privilege concerning legal proceedings fiduciary duty, or governmental investigations; providedviolate the rights, however, interests or confidence of any customer (it being agreed that the Company parties shall use its their reasonable best commercial efforts to (A) obtain the required consent of any third party to provide such access or disclosure, (B) develop an alternative to providing cause such information so as to address be provided in a manner that would not result in such matters that is reasonably acceptable jeopardy or contravention). No investigation shall affect UAB’s or ATB’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of the Company or the Company Subsidiaries prior HCC pursuant to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldthis Agreement.

Access to Information; Confidentiality. (a) To the extent not restricted by third-party agreement or Subject to applicable lawLaw, the Company shall, subject and shall cause each of its Subsidiaries to, afford to any necessary third-party approvals, allow the Parent and its officersto the Representatives of Parent reasonable access, employeesupon reasonable advance notice, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable access during normal business hours, at Parent’s sole risk and expensethe period prior to the Effective Time, to all facilities, their respective properties, books, contracts, commitments, personnel (including in order to allow Parent to evaluate such personnel, books ) and records of and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (a) to the Company Subsidiaries. extent not publicly available, 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 or commission actions and (b) all other information concerning its business, properties and personnel as Parent agrees to conduct its investigation may reasonably request (in each case, in a manner that does so as to not interfere unreasonably in any material respect with the Company’s or the Company Subsidiaries’ normal business operations and with the prompt and timely discharge by the employees of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the any Company Subsidiaries prior to the completion of the MergerSubsidiary); provided, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoinghowever, that the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or permit such access or make such disclosure, to the extent it determines, after consultation with outside counsel, that such disclosure or access would jeopardize, attorney-client privilege, work product doctrine reasonably be likely to (i) violate the terms of any confidentiality agreement or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, Contract with a third party (provided that the Company shall use its reasonable best efforts to (A) obtain the required consent of any such third party to such access or disclosure), (ii) result in the loss of any attorney-client privilege (provided that the Company shall use its reasonable best 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 privilege), or (iii) violate any Law (provided that the Company shall use its reasonable best efforts to provide such access or disclosuremake such disclosure in a manner that does not violate Law). If any material is withheld by the Company pursuant to the proviso to the preceding sentence, (B) develop an alternative to providing such information so the Company shall inform Parent as to address the general nature of what is being withheld. Notwithstanding anything contained in this Agreement to the contrary, the Company shall not be required to provide any access or make any disclosure to Parent pursuant to this Section 6.02 to the extent such matters that access or information is reasonably acceptable pertinent to a litigation where the Company or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, are adverse parties. All information exchanged pursuant to this Section 6.02 shall be subject to the confidentiality agreement, dated as of September 11, 2012, between Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the "Confidentiality Agreement"). Subject to the limitations and restrictions set forth in, and without expanding the obligations of the Parties determine that doing so would under, this Section 6.02, the Company shall, and shall cause its Subsidiaries to, reasonably permit cooperate with Parent and its Subsidiaries to facilitate the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any planning of the business or property sites integration of the Company or parties and their respective businesses after the Company Subsidiaries prior to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldClosing Date.

Access to Information; Confidentiality. (a) To Subject to applicable Laws relating to the extent not restricted by third-party agreement or applicable lawexchange of information, the Company shallagrees that, subject prior to any necessary third-party approvalsthe Closing or the termination of this Agreement in accordance with Article VIII, allow the Parent and its officersRepresentatives shall, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable access during normal business hourshours and upon reasonable request by Parent at least twenty-four (24) hours in advance, at Parent’s sole risk and expense, be entitled to all facilities, make such investigation of the properties, personnelassets, books businesses and records operations of the Company and such examination of the Company Subsidiaries. Parent agrees to conduct its investigation in a manner that does not interfere unreasonably with books, records and financial condition of the Company’s or the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, that the Company nothing herein shall use its reasonable best efforts to (A) obtain the required consent of any third party to provide such access obligate Sellers or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of their respective Affiliates to take any actions that would (a) unreasonably interrupt the normal course of the business, or (b) result in any waiver of attorney-client privilege or violate any Laws or the terms of any Contract to which any Seller or the Company or any of their respective Affiliates is a party or to which any of their respective assets are subject, provided further, that prior to the expiration of any waiting period under Antitrust Laws applicable to the Transactions, Parent and its officersRepresentatives shall only be permitted such reasonable access which would comply with the requirements of the Antitrust Laws. The parties shall cooperate in good faith in order to mitigate, employeesor put in place reasonable procedures to lessen, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors the impact of complying with the foregoing restrictions. No investigation by Parent prior to or other advisors after the date of this Agreement shall conduct any environmental testing diminish or sampling on obviate any of the business representations, warranties, covenants or property sites agreements of the Company or the Sellers contained in this Agreement, the Company Subsidiaries prior Documents or any Ancillary Agreement. In order that Parent may have the opportunity to make such physical, business, accounting and legal review, examination or investigation as it may reasonably request regarding the affairs of the Company, the Company shall use commercially reasonable efforts to cause its Representatives to cooperate with Parent’s Representatives in connection with such review and examination; provided, that the Company and Sellers shall have the right to have a Representative present at all times during any such inspection, review and examination. Parent and its Representatives shall hold information received from the Company pursuant to this Section 6.5 in confidence in accordance with the terms of the Confidentiality Agreement, which Confidentiality Agreement shall remain in full force and effect. Notwithstanding anything in this Agreement to the completion contrary, in the event of any inconsistency between the terms of this Agreement and the terms of the Merger Confidentiality Agreement, the terms of this Agreement shall control. From and after the date of this Agreement until the Closing Date, Parent shall not have access to or communicate with any employees or any customers, suppliers or other counterparties of the Company without the prior written consent of the Company, which Sellers (such consent shall not to be unreasonably withheld, conditioned or delayed) and then only on such terms to which Sellers consent.

Access to Information; Confidentiality. (a) To the extent not restricted by third-party agreement or applicable lawThe Company shall afford to Parent, the Company shall, subject and to any necessary third-party approvals, allow the Parent and its Parent’s officers, employees, representativesaccountants, counsel, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors Representatives, reasonable access during normal business hours, at Parent’s sole risk hours during the period prior to the earlier of the Effective Time and expense, the termination of this Agreement to all facilities, of its and its Subsidiaries’ properties, personnel, books and records of the Company and the Company Subsidiaries. Parent agrees to conduct its investigation in a manner that does not interfere unreasonably with the Company’s or the Company Subsidiaries’ operations and with the prompt and timely discharge by the those employees of the Company and the Company Subsidiaries of their duties. to whom Parent agrees reasonably requests access (but not including, unless consented to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company (such consent not to be unreasonably withheld, conditioned or delayed), access to perform physical or environmental examinations to take samples of soil, ground water, air or products), and, during such period, the Company Subsidiaries 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 shall furnish to Parent, as promptly as reasonably practicable, all information concerning its and its Subsidiaries’ business, properties and personnel as Parent Parties’ representatives during any visit to the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwisemay reasonably request. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall not be required to provide access to or otherwise disclose information if such information is subject to, or where the Company reasonably determines that such access or disclosure would jeopardize, (i) jeopardize the attorney-client privilegeprivilege of the Company or any of its Subsidiaries or (ii) conflict with or violate any Law (including antitrust Laws) or any Contract to which the Company or any of its Subsidiaries is a party (with respect to each of clauses (i) and (ii) above, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, it being agreed that 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 its their respective reasonable best efforts to (A) obtain the required consent of any third party to provide such access or disclosure, (B) develop an alternative to providing cause such information so as to address be provided in a manner that would not reasonably be expected to cause such matters that is reasonably acceptable a jeopardy, breach, waiver or violation). No investigation or access permitted pursuant to Parent and this Section 7.02 shall affect or be deemed to modify any representation or warranty made by the Company or (C) enter into a joint defense agreement or implement such other techniques if hereunder. Except for disclosures expressly permitted by the Parties determine that doing so would reasonably permit Confidentiality Agreement, Parent shall, in accordance with the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of Confidentiality Agreement, keep confidential and not disclose, and shall cause its officers, employees, representativesaccountants, counsel, consultants, attorneys, agents, lenders, bankers, financial advisors and other Representatives to keep confidential and not disclose, all Evaluation Material (as defined in the Confidentiality Agreement) directly or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of indirectly received from the Company or the Company Subsidiaries prior to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldits Representatives.

Access to Information; Confidentiality. (a) To the extent not restricted Except as prohibited by third-party any confidentiality agreement or similar agreement or arrangement to which NGP or any of the NGP Subsidiaries is a party as of the date of this Agreement or pursuant to applicable lawLaw from the date of this Agreement to the First Effective Time, the Company shall, subject NGP shall (and shall cause NGP Subsidiaries to): (i) provide to any necessary third-party approvals, allow the Parent Buyer (and its officers, directors, employees, representativesaccountants, consultants, attorneysadvisors, legal counsel, lenders (and to such lenders' advisors), agents and other representatives, collectively, "REPRESENTATIVES") reasonable access at reasonable times, upon prior notice to NGP, to the officers, employees, agents, lendersproperties, bankers, financial advisors offices and other advisors facilities of NGP and NGP Subsidiaries and to the books and records thereof (ii) use reasonable access during normal business hoursefforts to cause employees, at Parent’s sole risk officers and expenseagents of NGP and the NGP Subsidiaries, upon prior notice to NGP, to all facilitiesconsult with Buyer's Representatives in relation to Buyer's plans for the business following Closing at reasonable times and to a reasonable extent, (iii) furnish promptly such information concerning the business, properties, personnelcontracts, books assets, liabilities, personnel and records other aspects of the Company NGP and the Company SubsidiariesNGP Subsidiaries as Buyer or its Representatives may reasonably request. Parent agrees to conduct its investigation in a manner that does not interfere unreasonably In circumstances where applicable Law, agreements or arrangements restrict NGP from complying with the Company’s or the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilitiesforegoing sentence, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, that the Company NGP shall use its reasonable best efforts to (Aand to cause the NGP Subsidiaries to use their reasonable best efforts to) obtain the required consent make reasonable and appropriate substitute disclosure. No investigation conducted by or on behalf of any third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of the Company or the Company Subsidiaries Buyer prior to the completion date of this Agreement or after the Merger without date of this Agreement shall affect or be deemed to modify any representation or warranty made in this Agreement or shall affect Buyer's right to claim any remedy available to it pursuant to this Agreement. Notwithstanding the prior written consent foregoing, Buyer acknowledges that none of the Company, which consent Buyer or its respective Affiliates or Representatives shall not be unreasonably withheldentitled to perform invasive environmental investigations with respect to any of NGP's or any NGP Subsidiary's properties.

Access to Information; Confidentiality. (a) To the extent not restricted by third-party agreement or applicable law, the The Company shall, subject and shall use its reasonable best efforts to any necessary third-party approvalscause its Subsidiaries, allow the officers, directors and employees to (i) provide to Parent and its Representatives reasonable access, at normal business hours and upon prior notice, to the officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable access during normal business hours, at Parent’s sole risk and expense, to all facilitiesRepresentatives, properties, personneloffices, other facilities and Contracts, Tax Returns and other books and records of the Company and its Subsidiaries and (ii) furnish promptly such information, including all financial, operating and other data and information, concerning the Company Subsidiaries. and its Subsidiaries as Parent agrees to conduct its investigation may reasonably request, in each case in a manner that does so as to not interfere unreasonably with the Company’s disrupt or the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 impair the business or property sites operations of the Company or any of its Subsidiaries. Nothing herein shall require the Company or any of its Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure information to the extent the Company determines, in its good faith judgment (after consultation with outside counsel), that such action (A) would jeopardize, reasonably be expected to result in a waiver of attorney-client privilege, work work-product doctrine or other applicable similar privilege concerning legal proceedings held by the Company or governmental investigations; any of its Subsidiaries (provided, however, that the Company shall use its reasonable best efforts to (A) obtain the required consent of any third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) applicable Subsidiary will enter into a joint defense agreement or implement with Parent if requested with respect to any such other techniques if the Parties determine that doing so information), (B) would reasonably permit be expected to violate any applicable Law or any confidentiality obligation pursuant to any binding agreement entered into prior to the disclosure date of such information without violating applicable law this Agreement to which the Company or jeopardizing such privilege. Neither Parent nor any of its officersSubsidiaries is a party, employeesor owing to a third party (provided that the Company shall have used reasonable best efforts to obtain the consent of such third party to provide such information, representativesif requested), consultantsor (C) specifically relates to the evaluation, attorneys, agents, lenders, bankers, financial advisors deliberation or other advisors shall conduct any environmental testing or sampling on any of the business or property sites minutes of the Company Board (or any committee or subcommittee thereof) related to the Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Subsidiaries prior Board (or any committee or subcommittee thereof) in connection therewith. Parent shall use reasonable efforts to the completion of the Merger without the prior written consent of ensure that any request for access made by Parent or its Representatives hereunder shall be made by initially contacting the Company, which consent shall not be unreasonably withheld’s Chief Financial Officer.

Access to Information; Confidentiality. (a) To From the date hereof to the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, to the extent not restricted permitted by third-party agreement or applicable lawLegal Requirements and notwithstanding anything to the contrary in the Confidentiality Agreement, upon reasonable notice, the Company shall, subject will provide to any necessary third-party approvals, allow the Parent and its officers, directors, employees, representativesaccountants, consultants, attorneys, agents, lenders, bankerslegal counsel, financial advisors advisors, Debt Financing Sources, agents and other advisors representatives (collectively, “Representatives”), subject to the other restrictions in this Section 6.3, reasonable access during normal business hours, at Parenthours to the Company’s sole risk and expense, to all facilitiesemployees, properties, personnelbooks, books contracts and records records, Tax Returns and other information as Parent may reasonably request regarding the business, assets, liabilities, employees, Taxes and other aspects of the Company and (but not including access to perform physical or environmental examinations or to take samples of the soil, ground water, air or products without the prior written consent of the Company); provided, however, that the Company Subsidiaries. Parent agrees may restrict or otherwise prohibit access to conduct its investigation any documents or information to the extent that (i) in a manner that does not interfere unreasonably with the reasonable good faith judgment of the Company’s , any contract or applicable Legal Requirement requires the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to restrict or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide otherwise prohibit access to such documents or otherwise disclose information, (ii) access to such documents or information if such information is subject to, or such access or disclosure would jeopardize, give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings applicable to such documents or governmental investigations; providedinformation, howeveror (iii) in the reasonable good faith judgment of the Company, such access would violate any obligations of the Company or any of its subsidiaries with respect to confidentiality obligations to any third party. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the foregoing restrictions, including by (A) using its commercially reasonable efforts to obtain the required consent of any third party necessary (in the Company’s good faith judgment) to provide such access disclosure or disclosure, (B) develop an alternative to providing such information so in redacted form as is necessary to address preserve such matters a privilege or comply with such Legal Requirement, or otherwise make appropriate substitute disclosure arrangements, to the extent possible, that is are reasonably acceptable to Parent and the Company or (C) enter into Company. Any investigation conducted pursuant to the access contemplated by this Section 6.3 shall be conducted in a joint defense agreement or implement such other techniques if manner that does not unreasonably interfere with the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business of the Company and its subsidiaries or create a risk of damage or destruction of any property sites or assets of the Company or the Company Subsidiaries prior to the completion any of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldits subsidiaries.

Access to Information; Confidentiality. (a) To Subject to applicable Law, during the extent not restricted by third-party agreement or applicable lawperiod from the date of this Agreement to the earlier of the Effective Time and the termination of this Agreement, upon reasonable advance notice, the Company Paired Entities shall, subject and shall cause each of the Paired Entities Subsidiaries to, (i) afford to any necessary third-party approvals, allow the Parent and its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors Representatives reasonable access at reasonable times during normal business hours, at Parent’s sole risk and expense, to all facilities, (1) their properties, personnelbooks, books records and records Contracts, and (2) the officers and other personnel of the Company Paired Entities and the Company Subsidiaries. Paired Entities Subsidiaries and (ii) permit such inspections as Parent agrees may reasonably require and promptly furnish Parent with such financial and operating data and other information with respect to conduct its investigation the business, properties and personnel of the Paired Entities and each Paired Entities Subsidiary as Parent may reasonably request; provided that such access shall be conducted under the supervision of appropriate personnel of the Paired Entities and in a manner that does so as not to unreasonably interfere unreasonably with the Company’s or the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees normal operation of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction business of any of the Paired Entities or the Paired Entities Subsidiaries and in accordance with guidelines reasonably necessary in response to or related to COVID-19; provided further that Parent Parties’ representatives during shall not discuss any visit to proposed employment arrangements or equity investments in the business Parent or property sites any of the Surviving Corporations or any of their Subsidiaries with the executive officers of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, that the Company shall use its reasonable best efforts to (A) obtain the required consent of any third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger Hospitality without the prior written consent of the Company, which consent Company and Hospitality; and provided further that the foregoing shall not require the Paired Entities (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Paired Entities would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality, (ii) to disclose any information of the Paired Entities or the Paired Entities Subsidiaries that would result in a loss or waiver of attorney-client privilege, attorney work-product protections or other legal privilege, it being agreed that, in each case of clauses (i) and (ii), the Paired Entities and Parent shall use their respective commercially reasonable efforts to cause such information to be unreasonably withheldprovided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection; provided, further, that neither Parent nor its Representatives shall have the right to take any samples or perform any invasive testing of any environmental media (including soil, groundwater, surface water, air or sediment) or any building material. No investigation under this Section 7.7(a) or otherwise shall affect the representations, warranties, covenants or agreement of the Paired Entities or the conditions to the obligations of the parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.

Access to Information; Confidentiality. (a) To the extent not restricted by third-party agreement or Subject to applicable lawLaw, the Company shall, subject and shall cause each of its Subsidiaries to, afford to any necessary third-party approvals, allow the Parent and its officersto the Representatives of Parent reasonable access, employeesupon reasonable advance notice, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable access during normal business hours, at Parent’s sole risk and expensethe period prior to the Effective Time, to all facilities, their respective properties, books, contracts, commitments, personnel (including in order to allow Parent to evaluate such personnel, books ) and records of and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (a) to the Company Subsidiaries. extent not publicly available, 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 or commission actions and (b) all other information concerning its business, properties and personnel as Parent agrees to conduct its investigation may reasonably request (in each case, in a manner that does so as to not interfere unreasonably in any material respect with the Company’s or the Company Subsidiaries’ normal business operations and with the prompt and timely discharge by the employees of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the any Company Subsidiaries prior to the completion of the MergerSubsidiary); provided, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoinghowever, that the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or permit such access or make such disclosure, to the extent it determines, after consultation with outside counsel, that such disclosure or access would jeopardize, attorney-client privilege, work product doctrine reasonably be likely to (i) violate the terms of any confidentiality agreement or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, Contract with a third party (provided that the Company shall use its reasonable best efforts to (A) obtain the required consent of any such third party to such access or disclosure), (ii) result in the loss of any attorney-client privilege (provided that the Company shall use its reasonable best 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 privilege), or (iii) violate any Law (provided that the Company shall use its reasonable best efforts to provide such access or disclosuremake such disclosure in a manner that does not violate Law). If any material is withheld by the Company pursuant to the proviso to the preceding sentence, (B) develop an alternative to providing such information so the Company shall inform Parent as to address the general nature of what is being withheld. Notwithstanding anything contained in this Agreement to the contrary, the Company shall not be required to provide any access or make any disclosure to Parent pursuant to this Section 6.02 to the extent such matters that access or information is reasonably acceptable pertinent to a litigation where the Company or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, are adverse parties. All information exchanged pursuant to this Section 6.02 shall be subject to the confidentiality agreement, dated as of September 11, 2012, between Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the “Confidentiality Agreement“). Subject to the limitations and restrictions set forth in, and without expanding the obligations of the Parties determine that doing so would under, this Section 6.02, the Company shall, and shall cause its Subsidiaries to, reasonably permit cooperate with Parent and its Subsidiaries to facilitate the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any planning of the business or property sites integration of the Company or parties and their respective businesses after the Company Subsidiaries prior to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldClosing Date.

Access to Information; Confidentiality. (a) To From the extent not restricted by third-party agreement date hereof to the Effective Time or applicable lawthe earlier termination of this Agreement, upon reasonable prior notice, the Company shall, subject and shall use its reasonable best efforts to any necessary third-party approvalscause its subsidiaries, allow officers, directors and employees to, afford the officers, employees, auditors and other authorized representatives of Parent and the prospective lenders involved in the Financing (and their counsel and advisors) reasonable access, consistent with applicable Law, at all reasonable times to its officers, employees, representativesproperties, consultantsoffices, attorneys, agents, lenders, bankers, financial advisors plants and other advisors reasonable access during normal business hours, at Parent’s sole risk facilities and expense, to all facilities, properties, personnel, books and records of the Company and its subsidiaries, and shall furnish such persons with all financial, operating and other data and information as Parent or the Company Subsidiariesprospective lenders involved in the Financing, through their respective officers, employees or authorized representatives, may from time to time reasonably request. Notwithstanding the foregoing, Parent agrees and the prospective lenders shall use their best reasonable efforts to conduct its any such investigation or consultation in such a manner that does as not to interfere unreasonably with the Company’s business or operations of the Company Subsidiaries’ operations and or its subsidiaries or otherwise result in any unreasonable interference with the prompt and timely discharge by the such employees of their normal duties. Neither the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of nor any of the Parent Parties’ representatives during any visit to the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company its subsidiaries shall not be required to provide access to or otherwise to disclose information if such information is subject to, or where such access or disclosure would jeopardize, jeopardize the attorney-client privilege, work product doctrine privilege of the Company or other applicable privilege concerning legal proceedings its subsidiaries or governmental investigations; provided, however, contravene any Law or binding agreement entered into prior to the date of this Agreement (it being agreed that the Company parties shall use its their reasonable best efforts to (A) obtain the required consent of any third party to provide such access or disclosure, (B) develop an alternative to providing cause such information so as to address be provided in a manner that does not cause such matters that is reasonably acceptable to violation or jeopardization). (b) Each of Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of Merger Sub will hold and treat and will cause its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or auditors and other advisors shall conduct any environmental testing or sampling on any of the business or property sites of authorized representatives to hold and treat in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated January 28, 2005, between the Company Subsidiaries prior to and Warburg Pincus LLC and the completion of Confidentiality Agreement, dated February 4, 2005, between the Merger without Company and TPG Partners IV, L.P. (collectively, the prior written consent of the Company, "Confidentiality Agreements") which consent Confidentiality Agreements shall not be unreasonably withheld.remain in full force and effect in accordance with its terms. SECTION 6.5

Access to Information; Confidentiality. (a) To Access to Information. From the extent not restricted by third-party agreement date of this Agreement until the earlier to occur of the Closing Date or applicable lawthe termination of this Agreement in accordance with the terms set forth in ARTICLE VII, the Company each of High Tide and Fab CBD shall, subject and shall cause their respective Subsidiaries (if any) to, afford to the other and their respective Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of High Tide, Fab CBD or any necessary third-party approvalsof their respective Subsidiaries (if any), allow to the Parent and its officers, employees, representatives, consultants, attorneysaccountants, agents, lendersproperties, bankersoffices, financial advisors and other advisors reasonable access during normal business hours, at Parent’s sole risk facilities and expense, to all facilitiesbooks, propertiesrecords, personnelcontracts, books and records other assets of High Tide, Fab CBD and their respective Subsidiaries (if any). Further, each of High Tide and Fab CBD shall, and shall cause their respective Subsidiaries (if any) to, furnish promptly to Fab CBD or High Tide such other information concerning the Company business and properties of High Tide, Fab CBD and their respective Subsidiaries (if any) as the Company Subsidiariesother of Fab CBD or High Tide may reasonably request from time to time. Parent agrees to conduct its investigation in a manner that does not interfere unreasonably with the Company’s or the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees None of the Company and the Company Subsidiaries High Tide, Fab CBD nor any of their duties. Parent agrees to indemnify and hold the Company and the Company respective Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries or others (including claims or liabilities for loss of use of any propertyif any) resulting directly or indirectly from the action or inaction of any of the Parent Parties’ representatives during any visit to the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or where such access or disclosure would jeopardize, jeopardize the protection of attorney-client privilege, work product doctrine privilege or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, contravene any Law (it being agreed that the Company parties shall use its their reasonable best efforts to (A) obtain the required consent of any third party to provide such access or disclosure, (B) develop an alternative to providing cause such information so as to address be provided in a manner that would not result in such matters that is reasonably acceptable jeopardy or contravention). No investigation shall affect the representations, warranties, covenants, or agreements contained herein, or limit or otherwise affect the remedies available to Parent and the Company Fab CBD or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of the Company or the Company Subsidiaries prior High Tide pursuant to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldthis Agreement.

Access to Information; Confidentiality. (a) To For a period of [* * *] years after the Closing Date, the Seller and its Representatives shall have reasonable access to, and the Buyer agree to hold and not to destroy or dispose of, any books, records or other forms of information with respect to the Purchased Assets or the Assumed Liabilities transferred to the Buyer hereunder, solely to the extent not restricted by third-party agreement or applicable lawrelated to the Seller’s ownership of such Purchased Assets prior to the Effective Time, and solely for the purpose of, and solely to the extent necessary in connection with, the Company shall, subject administration of any duties related to any necessary third-party approvalsaudit or inquiry by a Governmental Authority or Action involving the Seller or any of its Affiliates. In such instance, the Buyer shall allow the Parent Seller and its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors Representatives reasonable access to such books and records, and personnel with knowledge thereof and facilities related thereto, upon reasonable prior notice and during normal business hours; provided, at Parent’s sole risk and expense, to all facilities, properties, personnel, books and records of the Company and the Company Subsidiaries. Parent agrees to conduct its investigation that such access shall be conducted in a manner that does not unreasonably interfere unreasonably with the Company’s or the Company Subsidiaries’ business and operations and with the prompt and timely discharge by the employees of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from Buyer or any and all claims and liabilities, including costs and expenses, for injury to or death of any representative other member of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwiseMundipharma Network. Notwithstanding the foregoing, the Company Buyer shall not be required to provide access disclose any information: (i) if doing so would violate any written obligation of confidentiality to which it or otherwise disclose information any of its Affiliates is subject or, upon the advice of counsel, jeopardize attorney-client privilege or contravene any Laws, (ii) if the Seller or any of its Affiliates, on the one hand, and the Buyer or any of its Affiliates, on the other hand, are adverse parties in an Action and such information is subject toreasonably pertinent thereto (other than an Action with respect to a Claim under this Agreement) or (iii) if the Buyer reasonably determines in good faith that such information is competitively sensitive; provided that, or such access or disclosure would jeopardizein the case of clause (i) above, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, that the Company Buyer shall use its reasonable best efforts to obtain any required consents or take such other action (A) obtain such as the required consent of any third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) enter entry into a joint defense agreement or implement other arrangement to avoid loss of attorney client privilege) to permit such other techniques if access or disclosure. If the Parties determine that doing so would reasonably permit the disclosure Buyer shall desire to dispose of any of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of the Company or the Company Subsidiaries books and records prior to the completion expiration of such six-year period, the Merger without Buyer shall, prior to such disposition, give the prior written consent Seller a reasonable opportunity of not less than 30 days, at the CompanySeller’s expense, which consent shall not be unreasonably withheldto segregate and remove such books and records as the Seller may select.

Access to Information; Confidentiality. (a) To the extent not restricted by third-party agreement or applicable law, the The Company shall, subject shall afford to any necessary third-party approvals, allow the Parent and to its officers, employees, representativesaccountants, consultants, attorneys, agents, lenders, bankerslegal counsel, financial advisors and agents and other advisors representatives (collectively, “Representatives”) reasonable access during normal business hourshours upon reasonable prior notice to the Company, at Parent’s sole risk throughout the period from the date of this Agreement to the earlier to occur of the Effective Time and expensethe Termination Date, to all facilities, its and its Subsidiaries’ properties, personnelcontracts, commitments, books and records and any report, schedule or other document filed or received by it pursuant to the requirements of applicable Laws, as well as each of their executive officers and agents (including access for the purpose of preparing and coordinating programs, objectives and other information related to the integration of the business of the Company and the Company Subsidiaries. Parent agrees to conduct its investigation in a manner that does not interfere unreasonably with the Company’s business of Parent or the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion its affiliates following consummation of the Merger, whether pursuant to this Section 5.2 or otherwise). Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or afford such access if it would unreasonably disrupt the operations of the Company or disclosure any of its Subsidiaries, would jeopardize, attorney-client privilege, work product doctrine cause a violation of any agreement to which the Company or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, any of its Subsidiaries is a party (provided that the Company shall use its reasonable best efforts to (A) obtain waivers under such agreements or implement requisite procedures to enable the required consent provision of any third party reasonable access without violating such agreement), would cause a risk of a loss of privilege to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officersSubsidiaries or would constitute a violation of any applicable Law, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors nor shall Parent or other advisors shall conduct any environmental testing or sampling on any of the business or its Representatives be permitted to perform any onsite procedure (including any onsite environmental study) with respect to any property sites of the Company or any of its Subsidiaries. If, in the Company Subsidiaries prior course of any investigation pursuant to the completion this Section 4.2(a), Parent discovers any breach of the Merger without the prior written consent of any representation or warranty contained in this Agreement or any circumstance or condition that upon closing would constitute a breach, Parent agrees that it will promptly so inform the Company, which consent provided, however, that (i) Parent’s failure to do so will not modify, waive, limit, restrict of change the rights and remedies available to the Parent, or the Company’s obligations, under this Agreement or by Law and (ii) no information received pursuant to an investigation made under this Section 4.2 shall not be unreasonably withhelddeemed to qualify, modify, amend or otherwise affect any representations, warranties, covenants or other agreements of the Company set forth in this Agreement or any certificate or other instrument delivered to Parent in connection with the transactions contemplated hereby, amend or otherwise supplement the information set forth in the Company Disclosure Schedule, limit or restrict the remedies available to the parties under applicable Law arising out of a breach of this Agreement or otherwise available at Law or in equity, or limit or restrict the ability of either party to invoke or rely on the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement set forth in Article 5.

Access to Information; Confidentiality. (a) To the extent not restricted by third-party agreement or applicable lawUpon reasonable notice, the Company shallshall (and shall cause each of the Company’s Subsidiaries to, subject and shall use reasonable best efforts to any necessary third-party approvalscause the Company Investment Adviser to) afford reasonable access to Parent’s and Parent External Adviser’s Representatives, allow in a manner not disruptive to the Parent operations of the business of the Company and its officersSubsidiaries, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable access during normal business hours, at Parent’s sole risk hours and expenseupon reasonable notice throughout the period prior to the Effective Time (or until the earlier termination of this Agreement), to all facilitiesthe senior officers, advisors, properties, personnel, books and records of the Company and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information concerning the Company Subsidiaries. Parent agrees to conduct its investigation in a manner that does not interfere unreasonably with the Company’s or the Company Subsidiaries’ operations business, properties and with the prompt and timely discharge by the employees personnel of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify its Subsidiaries, and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject tocopies thereof, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigationsas may reasonably be requested; provided, however, that nothing herein shall require the Company shall use its reasonable best efforts to (A) obtain the required consent of any third party to provide such access or disclosureCompany, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of the Company Company’s Subsidiaries or the Company Subsidiaries prior Investment Adviser to disclose any information to Parent, the completion of Parent External Adviser or Acquisition Sub if such disclosure would, in the Merger without the prior written consent reasonable judgment of the Company, (i) cause significant competitive harm to the Company, the Company Investment Adviser or the Company’s Subsidiaries if the transactions contemplated hereby are not consummated, (ii) violate Applicable Law or the provisions of any Contract to which consent the Company, the Company Investment Adviser or any of the Company’s Subsidiaries is a party or (iii) jeopardize any attorney-client, attorney work product or any other legal privilege. No investigation or access permitted pursuant to this Section 6.5(a) shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Parent and the Parent External Adviser agree that it and they will not, and will cause its and their Representatives not be unreasonably withheld.to, use any information obtained pursuant to this Section 6.5(a) for any competitive or other purpose unrelated to the consummation of the transactions contemplated hereby. The Confidentiality Agreement shall apply with respect to information furnished by the Company, the Company Investment Adviser, the Company’s Subsidiaries and the Company’s officers, employees and other Representatives hereunder. 52

Access to Information; Confidentiality. (a) To Subject to applicable Laws relating to the extent not restricted by third-party agreement exchange of information, from the date hereof until the earlier of the Effective Time or applicable lawthe date on which this Agreement is terminated in accordance with its terms, the Company shall, subject shall afford to any necessary third-party approvals, allow the Parent and its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors Representatives reasonable access during normal business hours, at Parenthours to the Company’s sole risk and expense, to all facilities, properties, its Subsidiaries’ personnel, books customers, suppliers, properties (including for the conduct of Phase I environmental assessments but not for the conduct of sampling analysis of environmental media commonly known as Phase II environmental assessment work), books, Contracts and records of the Company and the Company shall furnish promptly to Parent such information concerning its and its Subsidiaries. ’ business and properties as Parent agrees to may reasonably request; provided that Parent and its Representatives shall conduct its investigation any such activities in such a manner that does as not to interfere unreasonably with the Company’s business or the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilitiesCompany; provided, including costs and expensesfurther, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, that the Company shall not be required obligated to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure information if the Company determines, in its reasonable judgment, that doing so would jeopardizeviolate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings expose such party to risk of liability for disclosure of sensitive or governmental investigationspersonal information; provided, however, that to the extent practicable, the Company shall use its take commercially reasonable best efforts to (A) obtain the required consent of any third party steps to provide access to or to disclose such information on a basis that does not result in the effects described in the preceding proviso, and such access and information shall be granted or disclosuremade available, as applicable, to external counsel for Parent (B) develop an alternative subject to providing such information so as to address such matters that is reasonably acceptable external counsel entering into a customary common interest agreement with the Company, on terms mutually agreeable to Parent and the Company or Company). Until the Effective Time, the information provided will be subject to the terms of the confidentiality letter agreement, dated as of November 1, 2017, between Parent and Carlyle Investment Management L.L.C. (C) enter into a joint defense agreement or implement such other techniques if as it may be amended from time to time, the Parties determine that doing so would reasonably permit “Confidentiality Agreement”), and, without limiting the disclosure generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information without violating applicable law or jeopardizing such privilege. Neither Parent nor for any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any purpose unrelated to the consummation of the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldTransactions.

Access to Information; Confidentiality. The Company shall (aand shall cause each of its subsidiaries to) To afford to the extent not restricted by third-party agreement or applicable law, the Company shall, subject to any necessary third-party approvals, allow the Parent and its officers, employees, representativesaccountants, consultants, attorneys, agents, lenders, bankers, financial advisors counsel and other advisors representatives of Parent reasonable access during normal business hoursaccess, consistent with applicable law, at Parent’s sole risk and expenseall reasonable times during the period prior to the Appointment Date, to all facilities, its properties, personnelbooks, books contracts, commitments and records records, and, during such period, the Company shall (and shall cause each of its subsidiaries to) furnish, consistent with applicable law, promptly to Parent all information concerning the Company's business, properties and personnel as Parent may reasonably request and shall make available, consistent with applicable law, to Parent the appropriate individuals (including attorneys, accountants and other professionals) for discussion of the Company Company's business, properties and personnel as Parent may reasonably request. After the Appointment Date, the Company Subsidiariesshall provide Parent and such persons as Parent shall designate with all such information, at any time as Parent shall request. Any such information obtained by Parent agrees to conduct its investigation in a manner that does not interfere unreasonably with the Company’s or the Company Subsidiaries’ operations and with the prompt and timely discharge Purchaser shall be governed by the employees terms of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwiseConfidentiality Agreement. Notwithstanding the foregoing, (i) no review, inquiry or investigation by Parent shall affect any representations or warranties of the Company contained herein or the conditions to the obligations of Parent or Purchaser and (ii) nothing contained in this Agreement shall require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of it or third parties or violate any of its obligations with respect to confidentiality if the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, that the Company shall use its have used reasonable best efforts to (A) obtain the required consent of any such third party to provide such access inspection or disclosure, (B) develop . All requests for information made pursuant to this Section shall be directed to an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and executive officer of the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor person as may be designated by any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of as the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldcase may be.

Access to Information; Confidentiality. (a) To During the extent not restricted by thirdPre-party agreement or applicable lawClosing Period, the Company shallTri-Valley shall authorize and permit HCC, subject its Representatives, to any necessary third-party approvals, allow the Parent and its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable have access during normal business hours, at Parent’s sole risk and expense, to all facilities, properties, books, records, branch operating reports, branch audit reports, operating instructions and procedures, Tax Returns, contracts and documents, and all other information with respect to its business affairs, financial condition, assets and liabilities as HCC may from time to time reasonably request. Tri-Valley further agrees to continue to respond to and cooperate with HCC and its advisers with respect to the due diligence requests of HCC. Tri-Valley shall permit HCC, its Representatives to make copies of such books, records and other documents and to discuss the business affairs, condition (financial and otherwise), assets and liabilities of Tri-Valley with such third persons, including its directors, officers, employees, accountants, counsel and creditors, as is necessary or reasonably appropriate for the purposes of familiarizing itself with the businesses and operations of Tri-Valley, obtaining any necessary Orders, consents or approvals of the Contemplated Transactions by any Governmental Entity and conducting an evaluation of the assets and liabilities of Tri-Valley. Upon reasonable request by HCC, Tri-Valley shall make its chief financial officer, chief credit officer and controller available to discuss with HCC and its Representatives HCC’s ongoing due diligence of Tri-Valley’s operations. Tri-Valley will cause its independent outside auditors to make available to HCC and its accountants, counsel and other agents, such personnel, work papers and other documentation of such firm relating to its work papers and its audits of the books and records of the Company and the Company Subsidiaries. Parent agrees to conduct Tri-Valley as may be reasonably requested by HCC in connection with its investigation in a manner that does not interfere unreasonably with the Company’s or the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees review of the Company and the Company Subsidiaries of their dutiesforegoing matters. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company Tri-Valley shall not be required to provide access to or otherwise disclose information if such information is subject to, or where such access or disclosure would jeopardize, jeopardize the protection of attorney-client privilegeprivilege or contravene any applicable Law, work product doctrine agreement or other applicable privilege concerning legal proceedings fiduciary duty or governmental investigations; providedviolate the rights, however, interests or confidence of any customer (it being agreed that the Company parties shall use its their reasonable best commercial efforts to (A) obtain the required consent of any third party to provide such access or disclosure, (B) develop an alternative to providing cause such information so as to address be provided in a manner that would not result in such matters that is reasonably acceptable jeopardy or contravention). No investigation shall affect Tri-Valley’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of the Company or the Company Subsidiaries prior HCC pursuant to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldthis Agreement.

Access to Information; Confidentiality. (a) To Until the extent not restricted by third-party agreement or earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, upon reasonable notice and subject to applicable lawLaw, the Company shall, subject shall (and shall cause each of its Subsidiaries to) afford to any necessary third-party approvals, allow the Parent and its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors Representatives reasonable access during normal business hoursaccess, at Parent’s sole risk cost and expense, in a manner not disruptive in any material respect to all facilitiesthe operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable advance notice, to the properties, personnel, books and records of the Company and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information (to the Company Subsidiaries. Parent agrees to conduct its investigation in a manner that does extent not interfere unreasonably with publicly available) concerning the Company’s or the Company Subsidiaries’ operations business, properties and with the prompt and timely discharge by the employees personnel of the Company and its Subsidiaries as may reasonably be requested; provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to Parent or Acquisition Sub if such disclosure would, in the sole reasonable discretion of their duties. Parent agrees the Company, (a) violate any applicable Law or Order or the provisions of any agreement to indemnify and hold which the Company and the Company or any of its Subsidiaries harmless from is a party or (b) jeopardize any and all claims and liabilitiesattorney-client, including costs and expensesother legal privilege or trade secret protection; provided, for injury further, that nothing herein shall authorize Parent or its Representatives to undertake any environmental testing involving sampling of soil, groundwater, indoor or death of ambient air, building materials or other environmental medium or other invasive techniques at any representative of the Parent Parties and for any loss ofproperties owned, damage to operated or destruction of any property owned leased by the Company or the Company Subsidiaries 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 its Subsidiaries. Notwithstanding anything herein to the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoingcontrary, the Company shall not be required to provide access or make any disclosure to or otherwise disclose information if such information is subject to, or Parent pursuant to this Section 6.4 to the extent that such access or disclosure would jeopardizeinformation is reasonably pertinent to a litigation where the Company or any of its Affiliates, attorney-client privilegeon the one hand, work product doctrine and Parent or any of its Affiliates, on the other applicable privilege concerning legal proceedings or governmental investigations; providedhand, howeverare adverse parties. Notwithstanding anything in this Section 6.4 to the contrary, that the Company shall use its reasonable best efforts to (A) obtain the required consent any consents of any third party parties that are necessary to provide permit such access or make such disclosure and shall otherwise use reasonable best efforts to permit such access or disclosure, including pursuant to the use of “clean team” arrangements pursuant to which certain Representatives of Parent could be provided access to any such information. No investigation or access permitted pursuant to this Section 6.4 shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Parent agrees that it will not, and will cause its Representatives and Affiliates (Bincluding Acquisition Sub) develop an alternative not to, use any information obtained pursuant to providing such information so as this Section 6.4 for any competitive or other purpose unrelated to address such matters that is reasonably acceptable to Parent the consummation of the transactions contemplated by this Agreement (which transactions, for the avoidance of doubt, shall include the Merger and the Company or (C) enter into a joint defense agreement or implement such other techniques if Equity Financing). The Confidentiality Agreement shall apply with respect to information and materials furnished by the Parties determine that doing so would reasonably permit Company, its Subsidiaries and the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its Company’s officers, employeesemployees and other Representatives hereunder and, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of the Company or the Company Subsidiaries if this Agreement is terminated prior to the completion Effective Time, the Confidentiality Agreement shall remain in full force and effect in accordance with its terms prior to giving effect to the execution of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldthis Agreement.

Access to Information; Confidentiality. (a) To During the extent not restricted by third-party agreement period from the date of this Agreement to the Effective Time or applicable lawthe earlier termination of this Agreement, upon reasonable prior notice, the Company shall, subject and shall cause each of its Subsidiaries to, afford to any necessary third-party approvals, allow the Parent and its officers, employees, representativesaccountants, consultants, attorneys, agents, lenders, bankers, financial advisors counsel and other advisors reasonable access representatives of Parent and Acquisition (including prospective lenders involved in the Financing or any Alternative Financing (as hereinafter defined) (and their officers, employees, counsel and advisors)), during normal business hours, at Parent’s sole risk and expensereasonable access, consistent with applicable Law, to all facilities, properties, personnel, books and records of the Company and the Company Subsidiaries. Parent agrees to conduct its investigation in a manner that does not interfere unreasonably with the Company’s or the Company and its Subsidiaries’ operations properties, books, records, leases, contracts, commitments, officers and with the prompt and timely discharge by the employees of the Company and the Company Subsidiaries of their dutiesas such Persons may from time to time reasonably request. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilitiesIn addition, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, that the Company shall use its reasonable best efforts to (A) obtain the required consent of any third party to provide such Persons, if so requested, with reasonable access or disclosureto its accountants, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to counsel and other representatives. Notwithstanding the foregoing, Parent and the prospective lenders shall use their reasonable best efforts to conduct any such investigation or consultation in such a manner as not to unreasonably interfere with the business or operations of the Company or (C) enter into a joint defense agreement its Subsidiaries or implement otherwise result in any unreasonable interference with the prompt and timely discharge by such other techniques if the Parties determine that doing so would reasonably permit the disclosure employees of such information without violating applicable law or jeopardizing such privilegetheir normal duties. Neither Parent the Company nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors Subsidiaries shall be required to provide access to or other advisors shall conduct any environmental testing disclose information where such access or sampling on any of disclosure would jeopardize the business or property sites attorney-client privilege of the Company or the Company its Subsidiaries or contravene any Law or binding agreement entered into prior to the completion date of this Agreement. It is agreed that the parties will use their reasonable best efforts to make appropriate substitute arrangements under circumstances in which the restrictions of the Merger without previous sentence apply. The Confidentiality Agreement dated October 4, 2006 between WCAS and the prior written consent of Company (the Company“Confidentiality Agreement”), which consent has applied and shall not be unreasonably withheldapply with respect to information furnished thereunder or hereunder and any other activities contemplated thereby or hereby.

Access to Information; Confidentiality. Subject to compliance with applicable Law, in order to facilitate an expeditious closing of the Contemplated Transactions, the Company shall (a) To give the extent not restricted by third-party agreement or applicable law, the Company shall, subject to any necessary third-party approvals, allow the Parent Purchaser and its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors designated representatives reasonable access during normal business hoursto A. Xxxxxxx Xxxxxxx, at Parent’s sole risk Xxxxxx X. Xxxxxx and expenseXxxx X. Xxxx, to all facilities, as well as the properties, personnel, books and records of the Company and the Company Subsidiaries, in each case during normal business hours and upon reasonable advance notice, and (b) furnish to the Purchaser and its designated representatives such financial and operating data and all other information as such Persons may reasonably request. Parent Notwithstanding the foregoing, the Purchaser acknowledges and agrees that neither it nor its designated representatives shall have, or be entitled to, access to conduct its investigation in a manner that does not interfere unreasonably or any communications with any students enrolled at the Company’s College, any employees or independent contractors of the Company or any of the Company Subsidiaries’ operations , any Accrediting Body that accredits the College, or where the Company believes that any attorney-client or similar privilege would be violated as a result of such access or communications. The Purchaser will, and with will cause each of its Representatives to use its best efforts to minimize any disruption to the prompt and timely discharge by the employees businesses of the Company and the Company Subsidiaries and the College that may result from requests for access, data and information hereunder. The Purchaser acknowledges and agrees that all information received from or on behalf of their dutiesthe Company or any of the Company Subsidiaries in connection with the Contemplated Transactions shall be deemed received pursuant to that certain Confidentiality Agreement dated as of October 29, 2018, between HCA Management Services, L.P. (an Affiliate of Purchaser) and the Company (through BMO Capital Markets LLC as its Representative) (the “Confidentiality Agreement”). Parent agrees to indemnify Following the Closing, the Sellers shall hold all nonpublic confidential and hold proprietary information of the Company and the Company Subsidiaries harmless from any confidential and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and not use such information for any loss ofpurpose other than as provided for in this Agreement and, damage to or destruction in the case of any property owned Xxxx X. Xxxx and Xxxxxx X. Xxxxxx, in the course of their employment by the Company or the any Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, that the Company shall use its reasonable best efforts to (A) obtain the required consent of any third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldSubsidiary.

Access to Information; Confidentiality. (a) To the extent not restricted Except if prohibited by third-party agreement or any applicable lawLaw, the Company shall, subject Group shall afford to any necessary third-party approvals, allow the Parent and its officersto Parent’s Representatives, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable access during normal business hours, at Parent’s sole risk hours (under the supervision of appropriate personnel and expense, to all facilities, properties, personnel, books and records of the Company and the Company Subsidiaries. Parent agrees to conduct its investigation in a manner that does not unreasonably interfere unreasonably with the Company’s or normal operation of the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees business of the Company Group) during the Pre-Closing Period to its properties, books and records, Contracts and personnel, and, during such period, the Company Subsidiaries of their duties. Group shall furnish, as promptly as reasonably practicable, to Parent agrees to indemnify such information concerning its business, properties and hold the Company personnel as Parent may reasonably request; provided that any such access shall be afforded and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwisesuch information shall be furnished at Parent’s expense. Notwithstanding the foregoingimmediately preceding sentence, the Company Group shall not be required to provide afford access or furnish information to or otherwise disclose information if the extent (a) such information is subject toto the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (b) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (i) the Transactions or alternative transactions considered by the Company Board, (ii) any Company Takeover Proposal or (iii) any Intervening Event, or (c) the Company Group determines in good faith after consulting with counsel that affording such access or disclosure furnishing such information would jeopardize, jeopardize the attorney-client privilegeprivilege of the Company Group, work product doctrine violate applicable Law or other applicable privilege concerning legal proceedings or governmental investigationsresult in antitrust risk for the Company Group; provided, however, provided that the Company shall Group will use its reasonable best efforts to (A) obtain any required consents for the required consent disclosure of any third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address and take such matters that is reasonably acceptable to Parent and the Company or other reasonable action (C) enter including entering into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege, violating applicable law Law or jeopardizing resulting in such privilegeantitrust risk, as applicable. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors All information exchanged pursuant to this Section 7.01 shall conduct any environmental testing or sampling on any of be subject to the business or property sites of confidentiality letter agreement in effect between the Company or and Parent, as amended (the Company Subsidiaries prior to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheld“Confidentiality Agreement”).

Access to Information; Confidentiality. (a) To the extent not restricted by third-party agreement or applicable lawUpon reasonable notice, the Company shall, subject shall (and shall cause each of its Subsidiaries to) afford to any necessary third-party approvals, allow the Parent and its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors Representatives reasonable access during normal business hoursaccess, at Parent’s sole risk cost and expense, in a manner not disruptive in any material respect to all facilities, properties, personnel, books and records the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable advance notice throughout the Company Subsidiaries. Parent agrees to conduct its investigation period commencing on the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in a manner that does not interfere unreasonably accordance with the Company’s or terms of Article VIII, to the Company Subsidiaries’ operations properties, books and with the prompt records, and timely discharge by the employees Representatives of the Company and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to Parent and its Representatives all information (to the Company Subsidiaries extent not publicly available) concerning the business, properties and personnel of their duties. Parent agrees to indemnify and hold the Company and its Subsidiaries as may reasonably be requested, and shall reasonably cooperate with Parent to provide information and access in connection with Parent’s strategic review of the businesses of the Company, in each case, subject to the terms of the Clean Team Agreement, if applicable; provided, however, that nothing herein shall require the Company or any of its Subsidiaries harmless from to disclose any and all claims and liabilitiesinformation to Parent or Acquisition Sub if such disclosure would, including costs and expensesin the reasonable judgment of the Company, for injury (a) to the extent such furnishing would cause significant competitive harm to the Company or death its Subsidiaries even if provided pursuant to the Clean Team Agreement, (b) violate applicable Law or the provisions of any representative agreement to which the Company or any of its Subsidiaries is a party or (c) violate any attorney-client or other legal privilege; provided that, in the cause of clauses (a), (b) and (c), the Company and its Subsidiaries shall use commercially reasonable efforts to provide as much information as possible without violating the Clean Team Agreement, applicable Law or privilege; provided, further, that nothing herein shall authorize Parent or its Representatives to undertake any environmental testing involving sampling of soil, groundwater, air or other environmental medium or similar invasive techniques at any of the Parent Parties and for any loss ofproperties owned, damage to operated or destruction of any property owned leased by the Company or its Subsidiaries. In addition, the Company Subsidiaries or others (including claims or liabilities for loss of waives any confidentiality and use of any property) resulting directly or indirectly from restrictions in the action or inaction of any of the Parent Parties’ representatives during any visit Confidentiality Agreement to the business or property sites of extent reasonably necessary for Parent to conduct discussions with any such potential third party purchasers who execute a customary non-disclosure agreement with Parent and the Company or the Company Subsidiaries prior who may have already signed an agreement substantially similar to the completion of Confidentiality Agreement with the Merger, whether pursuant to this Section 5.2 or otherwiseCompany. Notwithstanding anything herein to the foregoingcontrary, the Company shall not be required to provide access or make any disclosure to or otherwise disclose information if such information is subject to, or Parent pursuant to this Section 6.4 to the extent that such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, that the Company shall use its reasonable best efforts to (A) obtain the required consent of any third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable pertinent to Parent and a litigation where the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its Affiliates, on the 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 6.4 shall affect or be deemed to modify any representation or warranty made by the Company hereunder. The Confidentiality Agreement and the Clean Team Agreement shall apply with respect to information furnished by the Company, its Subsidiaries and the Company’s officers, employeesemployees and other Representatives hereunder and, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of the Company or the Company Subsidiaries if this Agreement is terminated prior to the completion Effective Time, the Confidentiality Agreement shall remain in full force and effect in accordance with its terms prior to giving effect to the execution of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldthis Agreement.

Access to Information; Confidentiality. (a) To the extent not restricted by third-party agreement or Subject to applicable lawLaw, the Company shall, subject to any necessary third-party approvals, allow the Parent Forest will provide and will cause Forest’s Subsidiaries and its and their respective directors, officers, employees, representativesaccountants, consultants, attorneyslegal counsel, agents, lenders, investment bankers, financial advisors advisors, and agents and other advisors reasonable access representatives (collectively, “Representatives”) to provide New Sabine Holdings and its authorized Representatives, during normal business hourshours and upon reasonable advance notice, at Parent’s sole risk and expensesuch reasonable access to the offices, to all facilitiesemployees, customers, suppliers, properties, personnelbooks and records of Forest Entities (so long as such access does not unreasonably interfere with the operations of Forest or the Forest Entities) as New Sabine Holdings may reasonably request. Subject to applicable Law, New Sabine Holdings will provide and will cause New Sabine Holdings’ Subsidiaries and its and their respective Representatives to provide Forest and its authorized Representatives, during normal business hours and upon reasonable advance notice, such reasonable access to the offices, employees, properties, books and records of the Company and the Company Subsidiaries. Parent agrees to conduct its investigation in a manner that Sabine Entities (so long as such access does not unreasonably interfere unreasonably with the Company’s operations of New Sabine Holdings or the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees Sabine Entities) as Forest may reasonably request. No party shall have access to personnel records of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to other party or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 its Subsidiaries relating to the business individual performance or property sites of the Company or the Company Subsidiaries prior to the completion of the Mergerevaluation records, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine medical histories or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, information that the Company shall use its reasonable best efforts to (A) obtain the required consent of any third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) enter into a joint defense agreement or implement in such other techniques if the Parties determine that doing so would reasonably permit party’s good faith opinion the disclosure of which could subject such information without violating applicable law other party or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors Subsidiaries to risk of liability. No party shall be permitted to conduct any sampling or analysis of any environmental testing media or sampling on building materials at any facility of the business other party or property sites of the Company or the Company its Subsidiaries prior to the completion of the Merger without the prior written consent of the Companysuch other party, which consent shall not may be unreasonably withheldgranted or withheld in such other party’s sole discretion.

Access to Information; Confidentiality. (a) To the extent not restricted by third-party agreement or Subject to applicable lawLaw, the Company shall, subject and shall cause each of its Subsidiaries to, afford to any necessary third-party approvals, allow the Parent and its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors to Parent’s Representatives reasonable access during normal business hours, at Parent’s sole risk and expenseupon reasonable advance notice, during the period from the date of this Agreement until the Effective Time, to all facilitiestheir respective officers, employees, agents, properties, personnelbooks, 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 6.02, to any Company 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 or relating to any deliberation of the Company Board regarding any Company Takeover Proposal or Company Adverse Recommendation Change), and the Company Subsidiaries. shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent agrees to conduct all information concerning its investigation business, properties, assets and personnel as Parent may reasonably request in a manner connection with this Agreement and the Transactions, including for purposes of any business planning (including for post-Closing periods) and integration; provided, however, that does not interfere unreasonably with the Company’s or the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries or others (including claims or liabilities for loss of use of any propertyi) resulting directly or indirectly from the action or inaction of any of the Parent Parties’ representatives during any visit to the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or afford such access if it would unreasonably disrupt the operations of the Company or any Company Subsidiary, (ii) may withhold any document or information the disclosure of which would jeopardize, attorney-client privilege, work product doctrine cause a violation of any agreement to which the Company or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, any Company Subsidiary is a party (provided that the Company shall use its reasonable best efforts to (A) obtain the required consent of any such third party to provide such access or disclosure) and (iii) may withhold any document or information the disclosure of which would be reasonably likely to risk a loss of legal privilege (provided that the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that would not be reasonably likely to risk a loss of legal privilege). If any material is withheld by the Company pursuant to the immediately preceding sentence, (B) develop the Company shall, to the extent possible without violating an alternative to providing such information so agreement or risking a loss of legal privilege, inform Pxxxxx as to address such matters that the general nature of what is reasonably acceptable being withheld. All information exchanged pursuant to this Section 7.02(a) shall be subject to the confidentiality agreement dated May 17, 2022 between Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheld“Confidentiality Agreement”).

Access to Information; Confidentiality. (a) To the extent not restricted by third-party agreement or Subject to applicable lawLaw, and upon reasonable prior written notice, the Company shall, subject and shall cause each of the Company Subsidiaries to, afford to any necessary third-party approvals, allow the Parent Buyer Parties and its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors to their Representatives reasonable access during normal business hours, at Parent’s sole risk and expense, hours during the period prior to the Effective Time to all facilities, of their properties, personneloffices, personnel and books and records and, during such period, the Company shall, and shall cause each of the Company Subsidiaries to, furnish promptly to the Buyer Parties all financial, operating and other data and information concerning its business, properties and personnel as the Company Subsidiaries. Parent agrees to conduct its investigation in a manner Buyer Parties may reasonably request; provided, however, that does any such access shall not interfere unreasonably with the Company’s business or operations of the Company or the Company Subsidiaries’ operations and Subsidiaries or otherwise result in any unreasonable interference with the prompt and timely discharge by the such employees of their normal duties. None of the Company and the or any Company Subsidiaries of their duties. Parent agrees Subsidiary shall be required to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury (i) provide access to or death of any representative of to disclose information where such access or disclosure would reasonably be expected to jeopardize the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites attorney-client privilege of the Company or the Company Subsidiaries (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that would not reasonably be expected to jeopardize the attorney-client privilege) or contravene any Law or binding agreement entered into prior to the completion date of the Merger, whether pursuant to this Section 5.2 Agreement or otherwise. Notwithstanding the foregoing, the Company shall not be required to (ii) provide access to or otherwise to disclose such portions of documents or information if such information is subject to, relating to pricing or other matters that are highly sensitive where such access or disclosure would jeopardize, attorney-client privilege, work product doctrine is reasonably likely to result in antitrust difficulties for the Company or other applicable privilege concerning legal proceedings or governmental investigationsany of its affiliates; provided, however, that the Company will use its commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which any of the preceding restrictions apply. No investigation made pursuant to this Section shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto to consummate the Merger. In connection with the continuing operation of the business of the Company and the Company’s Subsidiaries between the date hereof and the Effective Time, the Company shall use its commercially reasonable best efforts to (A) obtain consult on a regular basis with the required consent representatives of any third party the Buyer Parties and their subsidiaries with regard to provide material operational developments and the general status of ongoing operations pursuant to procedures reasonably requested by the Buyer Parties, their subsidiaries or such access or disclosureRepresentatives, (B) develop an alternative to providing provided that such information so as to address such matters that is reasonably acceptable to Parent procedures do not interfere unreasonably with the conduct of the business of the Company and the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the Subsidiaries and shall not require disclosure of such information without violating applicable law or jeopardizing such privilegenot required to be disclosed by the preceding provisions of this Section 6.02. Neither Parent nor any All information exchanged pursuant to this Section 6.02 shall be subject to the non-disclosure agreement, dated as of its officersAugust 15, employees2014, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of between the Company or and the Company Subsidiaries prior to Parent (the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheld“Confidentiality Agreement”).

Access to Information; Confidentiality. (a) To From the extent not restricted by third-party agreement date hereof to the Effective Time or applicable lawthe earlier valid termination of this Agreement, upon reasonable prior written notice from Parent, the Company shall, subject and shall cause its subsidiaries, and use its reasonable best efforts to any necessary third-party approvalscause its officers, allow the directors and employees to, afford Parent and its Representatives reasonable access, consistent with applicable Law, during normal business hours to the Company’s and its subsidiaries’ officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable access during normal business hours, at Parent’s sole risk and expense, to all facilities, properties, personnel, books and records records, as necessary to facilitate consummation of the Company and transactions contemplated by this Agreement. Notwithstanding the Company Subsidiaries. Parent agrees to conduct its foregoing, any such investigation or consultation shall be conducted in such a manner that does as not to interfere unreasonably with the Company’s business or operations of the Company Subsidiaries’ operations and or its subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the such officers, employees and other authorized Representatives of their normal duties and shall not include any invasive environmental sampling or testing. Neither the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of nor any of the Parent Parties’ representatives during its subsidiaries shall be required to provide access or to disclose information where such access or disclosure would jeopardize any visit to the business or property sites attorney-client privilege of the Company or the Company Subsidiaries any of its subsidiaries, or contravene any applicable Law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the completion date of the Merger, whether pursuant to this Section 5.2 or otherwiseAgreement. Notwithstanding the foregoing, in the event that the Company shall does not be required to provide access to or otherwise disclose information if such information in reliance on the immediately preceding sentence, it shall provide notice to Parent that it is subject to, or withholding such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, that the Company information and shall use its reasonable best efforts to (A) obtain communicate, to the required consent of any third party to provide extent feasible, the applicable information in a way that would not waive such access privilege or disclosureviolate the applicable Law, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company rule, regulation, order, judgment, decree or (C) enter binding agreement, including entering into a joint defense agreement, common interest agreement or implement such other techniques if similar arrangement. All requests for information made pursuant to this Section 7.4(a) shall be directed to the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors executive officer or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger without the prior written consent of Person designated by the Company, which consent shall not be unreasonably withheld.

Access to Information; Confidentiality. (a) To From the extent not restricted by third-party agreement or applicable lawdate hereof until the REIT Merger Effective Time, the Company shall, subject and shall cause each of its Subsidiaries and each of the Company’s and its Subsidiaries’ directors, officers, employees and agents to, afford to any necessary third-party approvals, allow the Parent and its to the directors, officers, employees, representatives, consultantsand agents of Parent access upon reasonable notice and at reasonable times without undue interruption (and will request the same from the Company’s auditors, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable access during normal business hours, at Parent’s sole risk and expense, lenders) to all facilities, (a) the properties, personnelbooks, books records and records contracts of the Company and the Company Subsidiaries. Parent agrees to conduct its investigation in a manner that does not interfere unreasonably with Subsidiaries and (b) the Company’s or the Company Subsidiaries’ operations officers and with the prompt and timely discharge by the employees of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigationsits Subsidiaries; provided, however, that the Company Parent shall use its reasonable best efforts to (A) obtain the required consent of any third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger without the prior written consent of the Company’s consent, which consent shall not be unreasonably withheld, to a schedule of properties to be visited and officers and employees to be accessed prior to any such visits or access. The Company shall furnish Parent such financial, operating and other data and information as Parent may reasonably request. Parent shall indemnify and hold the Company and its Subsidiaries harmless from and against any and all 57 losses or damages incurred by the Company or its Subsidiaries as a result of the Parent’s or the Parent representatives’ inspection of the Company Properties, provided, however that the Parent’s indemnification obligations hereunder shall not include any obligation whatsoever with respect to any such losses or damages (including claims that any Company Property has declined in value) arising out of, resulting from or incurred in connection with the discovery of any existing condition at a Company Property. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to provide access or disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its Subsidiaries or contravene any Law or binding agreement entered into prior to the date of this Agreement (provided that the Company and its Subsidiaries shall use reasonable best efforts to obtain 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) To the extent not restricted Except if prohibited by third-party agreement or any applicable lawLaw, the Company shall, subject and shall cause each of the Company Subsidiaries to, afford to any necessary third-party approvals, allow the Parent and its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors to Parent’s Representatives reasonable access during normal business hours, at Parent’s sole risk hours (under the supervision of appropriate personnel and expense, to all facilities, properties, personnel, books and records in a manner that does not unreasonably interfere with the normal operation of the business of the Company and the Company Subsidiaries. ) during the period prior to the Effective Time to all their respective properties, books and records, Contracts and personnel and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish, as promptly as reasonably practicable, to Parent agrees copies of all correspondence between the Company or any Company Subsidiary and any party to conduct its investigation a Contract with regard to any action, consent, approval or waiver that is actually or purportedly required to be taken or obtained with respect to such Contract in a manner that does not interfere unreasonably connection with the Company’s consummation of the Transactions and all other information concerning its business, properties and personnel as Parent may reasonably request; provided, however, that any reasonable out-of-pocket and documented expenses arising from affording any such access or furnishing any such information shall be paid by Parent. Notwithstanding the immediately preceding sentence, neither the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees nor any of the Company and Subsidiaries shall be required to afford access or furnish information to the extent (a) such information is subject to the terms of a confidentiality agreement with a third party, (b) relating to the applicable portions of the minutes of the meetings of the Company Subsidiaries of their duties. Parent agrees to indemnify and hold Board (including any presentations or other materials prepared by or for the Company and Board) where the Company Subsidiaries harmless from Board discussed the Transactions or any and all claims and liabilities, including costs and expenses, for injury to or death of any representative similar transaction involving the sale of the Parent Parties and for Company to, or combination of the Company with, any loss of, damage to other Person or destruction (c) the Company determines in good faith that affording such access or furnishing such information would jeopardize the attorney-client privilege of any property owned by the Company or any of the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other violate applicable privilege concerning legal proceedings or governmental investigationsLaw; provided, howeverin the case of clauses (a) and (c), that the Company shall use its commercially reasonable best efforts to (A) obtain the required consent of any third party make alternative arrangements to provide afford such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of furnish such information without breaching such confidentiality agreement, jeopardizing such attorney-client privilege or violating applicable law Law, as applicable. All information exchanged pursuant to this Section 6.02 shall be subject to the confidentiality letter agreement dated October 25, 2014, between the Company and Parent (the “Confidentiality Agreement”). No investigation by Parent or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors Representatives shall affect or other advisors shall conduct any environmental testing be deemed to modify or sampling on any of waive the business or property sites representations and warranties of the Company or the Company Subsidiaries prior to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldset forth in this Agreement.

Access to Information; Confidentiality. (a) To From the extent not restricted by third-party agreement or applicable lawdate of this Agreement until the Effective Time, upon reasonable notice and subject to Applicable Law, the Company shall, subject and shall cause its Subsidiaries to, (i) give to any necessary third-party approvalsParent, allow the Parent and its officers, employees, representatives, consultants, attorneys, agents, lenders, bankerscounsel, financial advisors advisors, auditors and other advisors authorized representatives reasonable access during normal business hours, at Parent’s sole risk and expense, hours to all facilitiesits offices, properties, personnelbooks, books Contracts and records records, (ii) furnish as promptly as reasonably practicable to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, in each case unless furnishing such information would constitute a violation of the Company and the Company Subsidiaries. Parent agrees to conduct its investigation in a manner that does not interfere unreasonably with the Company’s Applicable Law or the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites confidentiality obligations of the Company or its Subsidiaries pursuant to contracts; provided that the Company and its Subsidiaries prior shall use commercially reasonable efforts to cause the completion beneficiaries of any such confidentiality obligations to provide any consent necessary to permit the MergerCompany and its Subsidiaries to furnish such information, whether pursuant and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to this Section 5.2 or otherwise. Notwithstanding the foregoingreasonably cooperate with Parent in its investigation; provided, however, that (1) the Company shall not be required to provide afford such access if it would unreasonably disrupt its operations or those of any of its Subsidiaries or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries or would constitute a violation of any Applicable Law and (2) Parent shall not have access to individual performance or otherwise disclose evaluation records, medical histories or other information if such that in the reasonable opinion of the Company is sensitive or the disclosure of which could reasonably be expected to subject the Company or any of its Subsidiaries to risk of liability or information that is subject to, or such access or disclosure would jeopardize, to attorney-client privilege, work product doctrine privilege or other privilege. All such access shall be subject to reasonable restrictions imposed from time to time with respect to the provision of privileged communications or any applicable privilege concerning legal proceedings or governmental investigations; provided, however, that confidentiality agreement with any Person. Any investigation pursuant to this Section 6.04 shall be conducted in such manner as not to unreasonably interfere with the conduct of the business of the Company or damage any property or any portion thereof. All information furnished pursuant to this Section shall use its reasonable best efforts be subject to (A) obtain the required consent confidentiality agreement, dated as of any third party to provide such access or disclosureApril 26, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to 2012, between Parent and the Company (the “Confidentiality Agreement”). No information or (C) enter into a joint defense agreement knowledge obtained in any investigation pursuant to this Section 6.04 shall affect or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law be deemed to modify any representation or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of warranty made by the Company or the Company Subsidiaries prior pursuant to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldthis Agreement.

Access to Information; Confidentiality. (a) To the extent not restricted by third-party agreement or applicable law, the Company shall, Upon reasonable notice and subject to any necessary third-party approvalsapplicable Laws relating to the exchange of information, allow each of ECC and Seller shall afford to the Parent officers and its officers, authorized employees, representativesaccountants, consultants, attorneys, agents, lenders, bankers, financial advisors counsel and other advisors representatives of Acquirer, reasonable access during normal business hours, at Parent’s sole risk and expensehours during the period prior to the Closing, to all facilities, its properties, personnelbooks, books contracts, commitments, records, officers, employees, accountants, counsel and records other representatives and, during such period, each of the Company ECC and the Company SubsidiariesSeller shall make available to Acquirer all information concerning its business, properties and personnel as Acquirer may reasonably request. Parent agrees Subject to conduct its investigation in a manner that does not interfere unreasonably Section 6.05, each of ECC and Seller shall permit Acquirer to contact and make arrangements with the Company’s or the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees of the Company Business regarding prospective employment with Acquirer after the Closing and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from neither Seller nor ECC shall discourage in any and all claims and liabilities, including costs and expenses, for injury to or death of way any representative employee of the Parent Parties Business from consulting with Acquirer or becoming associated with Acquirer after the Closing, and for any loss ofSeller and Acquirer shall use reasonable best efforts to facilitate this process, damage including, without limitation, making available to or destruction of any property owned by the Company or the Company Subsidiaries 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 Acquirer personnel and other information as Acquirer may request with respect to the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwisesuch employees. Notwithstanding the foregoing, the Company Neither ECC nor Seller shall not be required to provide access to or otherwise disclose information if such information is subject to, or pursuant to this Section 6.01(a) where such access or disclosure would jeopardizeviolate or prejudice the rights of its customers, jeopardize any attorney-client privilegeprivilege or contravene any Law, work product doctrine fiduciary duty or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, that the Company shall use its reasonable best efforts to (A) obtain the required consent of any third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) enter binding agreement entered into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of the Company or the Company Subsidiaries prior to the completion date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the Merger without restrictions in the prior written consent preceding sentence apply. Acquirer shall, and cause its representatives to, use all reasonable efforts to prevent such access and inspection from interfering with the business operations of the Company, which consent shall not be unreasonably withheldECC and Seller.

Access to Information; Confidentiality. (a) To the extent not restricted Except if prohibited by third-party agreement or any applicable lawLaw, upon reasonable notice, the Company shall, subject shall afford to any necessary third-party approvals, allow the Parent and its officersto Parent’s Representatives, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable access during normal business hours, at Parent’s sole risk hours (under the supervision of appropriate personnel and expense, to all facilities, properties, personnel, books and records of the Company and the Company Subsidiaries. Parent agrees to conduct its investigation in a manner that does not unreasonably interfere unreasonably with the Company’s or the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees normal operation of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative business of the Parent Parties and for any loss of, damage to or destruction of any property owned by Company) during the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries period prior to the completion earlier of the MergerEffective Time or the termination of this Agreement to its properties, whether pursuant books and records, Contracts and personnel, and, during such period, the Company shall furnish, as promptly as reasonably practicable, to this Section 5.2 Parent such readily available information concerning its business, properties and personnel as Parent or otherwiseParent’s Representatives may reasonably request; provided that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the foregoingimmediately preceding sentence, the Company shall not be required to provide afford access or furnish information to or otherwise disclose information if such information is subject tothe extent, or in the reasonable judgment of the Company, (a) such access or disclosure of information would jeopardizeviolate the terms of an agreement with a third party entered into prior to the Agreement Date, (b) such information relates to the applicable portions of the minutes of the meetings of the Company Board or the Special Committee (including any presentations or other materials prepared by or for the Company Board or the Special Committee) where the Company Board or the Special Committee discussed (or is information otherwise related to) (i) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (ii) any Company Takeover Proposal or (iii) any Intervening Event, or (c) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize protections under attorney-client privilege, the attorney work product doctrine or any other legal privilege held by the Company, violate applicable privilege concerning legal proceedings Law or governmental investigationsresult in antitrust risk for the Company; provided, however, provided that the Company shall will use its reasonable best efforts to (A) obtain any required consents for the required consent disclosure of any third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address and take such matters that is reasonably acceptable to Parent and the Company or other reasonable action (C) enter including entering into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable law or jeopardizing such privilegeLaw, as applicable. Neither Parent nor any of its officersAll information exchanged pursuant to this Section 7.01 shall be subject to the confidentiality letter agreement dated October 31, employees2023 between the Company and The Column Group LLC, representativesas amended (the “Confidentiality Agreement”); provided, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any further that the terms of the business or property sites of Confidentiality Agreement that apply to The Column Group LLC thereunder shall also apply to Parent, Merger Sub and the Company or other TCG Stockholders mutatis mutandis until the Company Subsidiaries prior to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldEffective Time.

Access to Information; Confidentiality. (a) To the extent not restricted by third-party agreement or applicable lawUpon reasonable notice, the Company shallshall (and shall cause each of its Subsidiaries to) afford reasonable access to Parent’s Representatives, subject in a manner not disruptive to any necessary third-party approvals, allow the Parent operations of the business of the Company and its officersSubsidiaries, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable access during normal business hours, at Parent’s sole risk hours and expenseupon reasonable notice throughout the period prior to the Effective Time (or until the earlier termination of this Agreement), to all facilities, the properties, personnel, books and records of the Company and its Subsidiaries, to the Company Subsidiaries. Parent agrees to conduct its investigation in a manner that does not interfere unreasonably with the Company’s or the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees officers of the Company and to the personnel of the Company Investment Adviser (provided, that with respect to the personnel of the Company Investment Adviser the Company shall use reasonable best efforts to provide such access) and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information concerning the business, properties and personnel of their duties. Parent agrees to indemnify and hold the Company and the Company its Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not as may reasonably be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigationsrequested; provided, however, that nothing herein shall require the Company shall or any of its Subsidiaries to disclose any information to Parent or Acquisition Sub if such disclosure would, in the reasonable judgment of the Company, (i) cause significant competitive harm to the Company or its TABLE OF CONTENTS Subsidiaries if the transactions contemplated hereby are not consummated, (ii) violate Applicable Law or the provisions of any Contract to which the Company or any of its Subsidiaries is a party or (iii) jeopardize any attorney-client, attorney work product or any other legal privilege; provided, that the parties will use its reasonable best efforts to make appropriate substitute arrangements in circumstances where any of the foregoing clauses (Ai)-(iii) obtain of this Section 6.5(a) applies. No investigation or access permitted pursuant to this Section 6.5(a) shall affect or be deemed to modify any representation or warranty made by the required consent of any third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Company hereunder. Parent and the Company or (CParent External Adviser agree that it and they will not, and will cause its and their Representatives not to, use any information obtained pursuant to this Section 6.5(a) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor for any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors competitive or other advisors shall conduct any environmental testing or sampling on any purpose unrelated to the consummation of the business or property sites of the Company or the Company Subsidiaries prior transactions contemplated hereby. The Confidentiality Agreement shall apply with respect to the completion of the Merger without the prior written consent of information furnished by the Company, which consent shall not be unreasonably withheldthe Company Investment Adviser, its Subsidiaries and the Company’s officers, employees and other Representatives hereunder.

Access to Information; Confidentiality. Subject to applicable Law and any applicable Judgment, between the date of this Agreement and the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 7.01, upon reasonable notice, the Company shall (a) To the extent not restricted by third-party agreement or applicable law, the Company shall, subject afford to any necessary third-party approvals, allow the Parent and its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors Parent’s Representatives reasonable access during normal business hourshours to the Company’s officers, at Parent’s sole risk and expenseemployees, to all facilitiesagents, properties, books, Contracts and records and (b) furnish to Parent and Parent’s Representatives such information concerning its business, personnel, books assets, liabilities and records of the Company properties as Parent may reasonably request; provided that Parent and the Company Subsidiaries. Parent agrees to its Representatives shall conduct its investigation any such activities in such a manner that does as not to interfere unreasonably with the business or operations of the Company’s or ; provided, further, however, that the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees of shall not be obligated to provide such access or information if the Company and determines, in its reasonable judgment, that doing so would reasonably be expected to (i) violate applicable Law, (ii) waive the Company Subsidiaries protection of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilitiesan attorney-client privilege, including costs and expensesattorney work product protection or other legal privilege, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries or others (including claims or liabilities for loss of use of any propertyiii) resulting directly or indirectly from the action or inaction of any of the Parent Parties’ representatives during any visit be adverse to the business or property sites interests of the Company or the Company any of its Subsidiaries prior in any pending or threatened Action against Parent or any of its Affiliates or (iv) involve documents or information relating to the completion evaluation or negotiation of this Agreement or the Merger, whether pursuant to this Section 5.2 or otherwiseTransactions. Notwithstanding 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 hxxxx 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 hxxxx described in the foregoing clauses (i) through (iv); provided that the Company shall not be required to provide access to such substitute arrangements or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, that information to the extent the Company shall use its reasonable best efforts to (A) obtain the required consent of any would incur third party fees or expenses in connection therewith. All requests for information made pursuant to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors this Section 5.07 shall conduct any environmental testing or sampling on any of the business or property sites of the Company or the Company Subsidiaries prior be directed to the completion of the Merger without the prior written consent of Person designated by the Company, which consent shall not be unreasonably withheld.

Access to Information; Confidentiality. (a) To the extent not restricted Except if prohibited by third-party agreement or any applicable lawLaw, the Company shall, subject shall afford to any necessary third-party approvals, allow the Parent and its officersto Parent’s Representatives, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable access during normal business hours, at Parent’s sole risk hours (under the supervision of appropriate personnel and expense, to all facilities, properties, personnel, books and records of the Company and the Company Subsidiaries. Parent agrees to conduct its investigation in a manner that does not unreasonably interfere unreasonably with the Company’s or the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees normal operation of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative business of the Parent Parties and for any loss of, damage to or destruction of any property owned by Company) during the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries period prior to the completion Effective Time or the termination of this Agreement to all of its properties, books and records, Contracts and personnel, and, during such period, the MergerCompany shall furnish, whether pursuant as promptly as reasonably practicable, to this Section 5.2 or otherwiseParent all information concerning its business, properties and personnel as Parent may reasonably request; provided that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the foregoingimmediately preceding sentence, the Company shall not be required to provide afford access or furnish information to or otherwise disclose information if the extent (a) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement, (b) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (i) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, or combination of the Company with, any other Person, (ii) any Company Takeover Proposal or (iii) any Intervening Event or (c) the Company determines in good faith after consulting with counsel that affording such access or disclosure furnishing such information would jeopardize, jeopardize the attorney-client privilegeprivilege of the Company, work product doctrine violate applicable Law or other applicable privilege concerning legal proceedings or governmental investigationsresult in antitrust risk for the Company; provided, however, provided that the Company shall will use its reasonable best efforts to (A) obtain any required consents for the required consent disclosure of any third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address and take such matters that is reasonably acceptable to Parent and the Company or other reasonable action (C) enter including entering into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege, violating applicable law Law or jeopardizing resulting in such privilegeantitrust risk, as applicable. Neither Parent nor any of its officersAll information exchanged pursuant to this Section 6.01 shall be subject to the confidentiality letter agreement dated September 10, employees2019, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of between the Company or and Parent, as amended (the Company Subsidiaries prior to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheld“Confidentiality Agreement”).

Access to Information; Confidentiality. (a) To the extent not restricted by third-party agreement or applicable law, the The Company shall, subject shall (and shall cause each of its Subsidiaries to) afford to any necessary third-party approvals, allow the Parent and its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors Representatives reasonable access during normal business hoursaccess, at Parent’s sole risk cost and expense, in a manner not disruptive in any material respect to all facilitiesthe operations of the Company and its Subsidiaries, during normal business hours and upon reasonable advance written notice submitted in accordance with this Section 6.4, throughout the Pre-Closing Period, to the management personnel, properties, personnel, books and records of the Company and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to Parent and its Representatives all information (to the extent not publicly available) concerning the business, properties and personnel of the Company Subsidiaries. and its Subsidiaries as may reasonably be requested, including any financial statements, other financial data and monthly financial statements within the possession of the Company, to the extent related to any reasonable business purpose in connection with the consummation of the transactions contemplated by this Agreement; provided, however, that nothing herein shall require the Company or any of its Subsidiaries or their respective Representatives to disclose any information to Parent agrees or Acquisition Sub to conduct the extent such disclosure would, as determined in the reasonable judgment of the Company, (i) cause significant competitive harm to the Company or its investigation Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) breach, contravene or violate applicable Law (including the HSR Act or any other Antitrust Law) or any COVID-19 Measures or the provisions of any Company Material Contract, (iii) jeopardize any attorney-client or other legal privilege (provided that the Company will inform Parent of the general nature of the document or information being withheld and use its reasonable best efforts to allow for such access or disclosure in a manner that does not interfere unreasonably with the Company’s result in a loss of such privilege), (iv) disclose or provide access to any personnel records relating to medical histories (provided, that the Company Subsidiaries’ operations will use its reasonable best efforts to allow for access or disclosure of the document in which such document appears, including by redacting the prohibited information) or (v) jeopardize the health and with the prompt and timely discharge by the employees safety of any employee of the Company and the Company Subsidiaries or any of their duties. its Subsidiaries, in light of COVID-19 or any COVID-19 Measures; provided, further, that nothing herein shall authorize Parent agrees or its Representatives to indemnify and hold the Company and the Company Subsidiaries harmless from undertake any and all claims and liabilitiesenvironmental testing involving sampling of soil, including costs and expensesgroundwater, for injury to air or death of other environmental medium or similar invasive techniques at any representative of the Parent Parties and for any loss ofproperties owned, damage to operated or destruction of any property owned leased by the Company or the Company Subsidiaries 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 its Subsidiaries. During any visit to the business or property sites of the Company or the Company Subsidiaries prior to the completion any of its Subsidiaries, each of Parent and Acquisition Sub shall, and shall cause their respective Representatives accessing such business or property sites to, comply with all applicable Laws and all of the MergerCompany’s and its Subsidiaries’ safety and security procedures, whether and to use reasonable best efforts to minimize any interference with the Company’s and its Subsidiaries’ business operations in connection with any such access. All requests for information made pursuant to this Section 5.2 or otherwise. Notwithstanding 6.4 shall be directed to the foregoing, Persons designated by the Company shall not be required in writing as authorized to provide access to or otherwise disclose information if receive such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, that the Company shall use its reasonable best efforts to (A) obtain the required consent of any third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldrequests.

Access to Information; Confidentiality. (a) To From the extent not restricted by third-party agreement or applicable lawdate of this Agreement to the earlier of the Effective Time and the termination of this Agreement in accordance with Article 8, the Company shall, subject and shall cause the Company Subsidiaries to any necessary third-party approvals, allow the (i) provide to Parent and its officersMerger Sub and their respective Representatives reasonable access, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable access during normal business hours, at Parent’s sole risk and expense, hours in such a manner as not to all facilities, properties, personnel, books and records interfere unreasonably with the operation of any business conducted by the Company and the Company Subsidiaries. Parent agrees , and upon reasonable prior written notice to conduct its investigation in a manner that does not interfere unreasonably with the Company’s or , to the officers, employees, properties, Company Subsidiaries’ operations Permits, offices and with the prompt and timely discharge by the employees other facilities of the Company and the Company Subsidiaries and to the books and records thereof and (ii) use commercially reasonable efforts to furnish to Parent and Merger Sub and their respective Representatives, during normal business hours upon prior reasonable notice such information concerning the business, properties, Contracts, Company Permits, personnel, books and records (including Tax records), assets and liabilities of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to as Parent or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, Parent’s Representatives may reasonably request; provided that the Company shall not be required to provide access (or to or otherwise disclose information if such information is subject cause any Company Subsidiary to, or ) afford such access or disclosure furnish such information to the extent that the Company believes, in its reasonable good faith judgment, that doing so would jeopardize, (A) result in the loss of attorney-client privilegeclient, work product doctrine or other privilege, (B) result in the disclosure of any trade secrets of Third Parties or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any Third Party, or otherwise breach, contravene or violate any such effective Contract to which the Company or any Company Subsidiary is a party (provided that the Company will use its reasonable best efforts to obtain the approval of the counterparty to each such Contract which is a Company Material Contract (or which would be a Company Material Contract if entered into as of the date hereof) to permit the Parent and the Parent’s Representatives access to the same), (C) violate any applicable privilege concerning legal proceedings Law (including Competition Laws and any COVID-19 Measures), or governmental investigations(D) to the extent the Company reasonably determines in good faith, in light of COVID-19 or any COVID-19 Measures, that such access would jeopardize the health and safety of any employee of the Company or its Subsidiaries; provided, however, that the Company shall use its reasonable best efforts to (A) obtain the required consent of any third party to provide such access or disclosure, (B) develop an alternative to providing cause such information so as to address such matters that is reasonably acceptable to Parent and the Company (or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure portions of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on information) to be provided in a manner that would not violate any of the business or property sites foregoing. Any access to the properties of the Company or any of its Subsidiaries or investigations conducted by Parent or Merger Sub pursuant to this Section 6.2 shall (1) be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or any Company Subsidiaries prior or create a reasonably likely risk of damage or destruction to any property or assets of the Company or any Company Subsidiaries, (2) be subject to the completion of Company’s reasonable security measures and insurance requirements, and (3) not include the Merger right to perform invasive testing without the Company’s prior written consent of consent, in its sole discretion. Nothing in this Section 6.2 shall be construed to require the Company, which consent shall not be unreasonably withheldany of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals or opinions.

Access to Information; Confidentiality. (a) To the extent not restricted Except if prohibited by third-party agreement or any applicable lawLaw, the Company shall, subject and shall cause each of the Company Subsidiaries to, afford to any necessary third-party approvals, allow the Parent and its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors to Parent’s Representatives reasonable access during normal business hours, at Parent’s sole risk hours (under the supervision of appropriate personnel and expense, to all facilities, properties, personnel, books and records in a manner that does not unreasonably interfere with the normal operation of the business of the Company and the Company Subsidiaries. Parent agrees ) during the period prior to conduct its investigation in a manner that does not interfere unreasonably with the Company’s or Effective Time to all their respective properties, books and records and Contracts and, during such period, the Company Subsidiaries’ operations shall, and with the prompt shall cause each Company Subsidiary to, furnish, as promptly as reasonably practicable, to Parent all information concerning its business, properties and timely discharge by the employees of personnel as Parent may reasonably request; provided, however, that Parent shall reimburse the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss reasonable out-of, damage to or destruction of any property owned -pocket expenses incurred by the Company or any Company Subsidiary arising out of affording any such access and furnishing any such information. Notwithstanding the immediately preceding sentence, neither the Company nor any of the Company Subsidiaries shall be required to afford access or furnish information to the extent (a) such information is subject to the terms of a confidentiality obligation with a third party entered into prior to the date of this Agreement, (b) relating to the applicable portions of the minutes of the meetings of the Company Board or any committee thereof (including any presentations or other materials prepared by or for the Company Board or any committee thereof) where the Company Board or such committee, as applicable, discussed the Transactions or any similar transaction between the Company and any other Person or (c) the Company determines in good faith that affording such access or furnishing such information would: (i) result in the disclosure of Trade Secrets of third parties, (ii) expose the Company to risk of liability under Data Protection Laws for disclosure of personal information, (iii) jeopardize the attorney-client privilege of the Company or any of the Company Subsidiaries or others (including claims or liabilities for loss of use of any propertyiv) resulting directly or indirectly from the action or inaction of any of the Parent Parties’ representatives during any visit to the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other violate applicable privilege concerning legal proceedings or governmental investigationsLaw; provided, howeverin the case of clauses (a) and (c), that the Company shall use its commercially reasonable best efforts to (A) obtain the required consent of any third party make alternative arrangements to provide afford such access or disclosure, (B) develop an alternative to providing furnish such information so without breaching such confidentiality obligation, jeopardizing such attorney-client privilege, violating applicable Law or resulting in such disclosure or risk of liability, as applicable, provided further that information will be disclosed subject to address such matters that is reasonably acceptable to Parent and the Company or (C) enter into execution of a joint defense agreement or implement such other techniques if in customary form, and disclosure may be limited to external counsel for Parent, to the Parties determine that extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. Notwithstanding anything to the contrary in this Section 5.02, any physical access may be limited to the extent the Company determines in good faith that such limitation is necessary in light of COVID-19 or any COVID-19 Measures, including if providing such access would reasonably permit be expected to pose a material risk to the disclosure general health and safety of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites employees of the Company or the applicable Company Subsidiaries prior Subsidiary and which cannot be mitigated with commercially reasonable measures. All information exchanged pursuant to this Section 5.02 shall be subject to the completion of confidentiality letter agreement, dated June 27, 2022, between the Merger without Company and Parent (the prior written consent of the Company, which consent shall not be unreasonably withheld“Confidentiality Agreement”).

Access to Information; Confidentiality. (1) From the date hereof until the earlier of the Effective Time and the termination of this Agreement, subject to applicable Laws and the Confidentiality Agreement, the Corporation shall, and shall cause its Subsidiaries to give to the Purchaser and its Representatives, upon reasonable notice, reasonable access to its Books and Records, its Subsidiaries’ books and records, Contracts and financial and operating data or other information with respect to the personnel, assets or business of the Corporation or its Subsidiaries as the Purchaser or its Representatives may from time to time request in connection with strategic and integration planning, confirmatory due diligence, or for any other reasons reasonably relating to the transactions contemplated herein, so long as the access does not unduly interfere with the conduct of the business of the Corporation or its Subsidiaries. The Corporation shall continue to afford the Purchaser and its Representatives access to the Data Room. Without limiting the foregoing: (a) To the extent not restricted by thirdCorporation shall, upon request and reasonable notice from the Purchaser, meet with the Purchaser and its Representatives within 10 Business Days of each month-party agreement or applicable lawend that occurs following the date hereof until the earlier of the Effective Time and the termination of this Agreement, in order to provide an update regarding the implementation and effect of any Interim Period Measures and the Corporation and its Subsidiaries’ current cash balance, trade accounts payable balance, trade accounts receivable balance and the aging of both trade receivables and payables, (b) the Chief Executive Officer and Chief Financial Officer of the Corporation shall be available for weekly high-level touchpoint calls with the Purchaser, and (c) subject to the terms of any existing Contracts, upon the Purchaser’s reasonable request, the Company shall, subject Corporation shall use commercially reasonable efforts to facilitate discussions between the Purchaser and any necessary third-party approvals, allow the Parent and its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable access during normal business hours, at Parent’s sole risk and expense, to all facilities, properties, personnel, books and records of the Company and the Company Subsidiaries. Parent agrees to conduct its investigation in a manner that does not interfere unreasonably with the Company’s or the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries or others joint venture partner (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 with respect to the business Joint Ventures), Material Contract counterparty or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not any other Person from whom consent may be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, that the Company shall use its reasonable best efforts to (A) obtain the required consent of any third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldrequired.

Access to Information; Confidentiality. (a) To The Company shall afford to the extent not restricted by third-party agreement or applicable lawSponsor Entities, and to the Company shall, subject to any necessary third-party approvals, allow the Parent and its Sponsor Entities’ officers, employees, representativesaccountants, counsel, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors Representatives, reasonable access during normal business hours, at Parent’s sole risk and expense, hours during the period prior to the Effective Time or the termination of this Agreement to all facilities, of its and its Subsidiaries’ properties, personnel, books and records of the Company records, financial and the Company Subsidiaries. Parent agrees operating data and other information, to conduct its investigation in a manner that does not interfere unreasonably with the Company’s or the Company Subsidiaries’ operations and with the prompt and timely discharge by the those employees of the Company and to whom any Sponsor Entity reasonably requests access, and, during such period, the Company Subsidiaries of their duties. Parent agrees shall furnish, as promptly as practicable, to indemnify each Sponsor Entity all information concerning its and hold its Subsidiaries’ business, properties and personnel as such Sponsor Entity may reasonably request (it being agreed, however, that the Company and the Company Subsidiaries harmless from foregoing shall not permit any and all claims and liabilities, including costs and expenses, for injury Sponsor Entity or any such Representatives to conduct any environmental testing or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwisesampling). Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall not be required to provide access to or otherwise disclose information if such information is subject to, or where the Company reasonably determines that such access or disclosure would jeopardize, jeopardize the attorney-client privilegeprivilege of the Company or any of its Subsidiaries or contravene any Law or any Contract to which the Company or any of its Subsidiaries is a party (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, that none of the Company parties hereto nor any of their Affiliates shall use its reasonable best efforts be required to make monetary payments in connection with the foregoing). Except for disclosures expressly permitted by the terms of (Aa) obtain the required consent confidentiality letter agreement dated as of any third party to provide such access or disclosureMay 3, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent 2006, between Bxxx Capital Partners, LLC and the Company or and (Cb) enter into a joint defense the confidentiality letter agreement or implement dated May 3, 2006, between Blackstone Management Partners V, LLC (together, as such other techniques if agreements may be amended from time to time, the Parties determine that doing so would “Confidentiality Agreements”) and except for disclosure by the Sponsor Entities reasonably permit necessary to comply with customary practice in connection with obtaining the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its Debt Financing, the Sponsor Entities shall hold, and shall cause their respective officers, employees, representativesaccountants, consultants, attorneys, agents, lenders, bankerscounsel, financial advisors and other Representatives to hold, all information received, directly or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of indirectly, from the Company or its Representatives in confidence in accordance with the Company Subsidiaries prior to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldConfidentiality Agreements.

Access to Information; Confidentiality. (a) To the extent not restricted by third-party agreement or applicable lawUpon reasonable notice, the Company shall, subject shall (and shall cause each of its Subsidiaries to) afford to any necessary third-party approvals, allow the Parent and its officers, employees, representativesaccountants, consultantscounsel and other representatives of Parent or USF&G, attorneysaccess, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, commitments, employees, auditors, agents, lendersrepresentatives and records and, bankersduring such period, financial advisors the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to Parent, (i) each SAP Annual Statement and SAP Quarterly Statement filed by the Company's Subsidiaries during such period pursuant to the requirements of any applicable law; (ii) a copy of each report, schedule, registration statement and other advisors reasonable access document filed or received by it during normal business hourssuch period pursuant to SEC requirements; (iii) all correspondence or written communication with A.M. Best and Company or any of its Subsidiaries, at Parent’s sole risk Standard & Poor's Corporation, Xxxxx'x Investor Services, Inc., and expense, with any Governmental Entity or insurance regulatory authorities which relates to all facilities, properties, personnel, books and records the transactions contemplated hereby or which is otherwise material to the financial condition or operation of the Company and its Subsidiaries taken as a whole; and (iv) all other information concerning its business, properties and personnel as the other party may reasonably request. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives of the Company, access, during normal business hours during the period prior to the Effective Time, to the books, records, officers and employees of Parent and its Subsidiaries reasonably necessary to perform a "due diligence" review with respect to (i) material matters, conditions or events arising after the date hereof or (ii) matters, conditions or events which the Company Subsidiaries. has a reasonable basis for believing make any of the representations or warranties of Parent agrees contained herein not true in any material respect and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to conduct its investigation in the Company, (a) each SAP Annual Statement and SAP Quarterly Statement filed by such party's Subsidiaries during such period pursuant to the requirements of any applicable law; (b) a manner that does not interfere unreasonably copy of each report filed by Parent with the Company’s SEC during such period pursuant to SEC requirements; and (c) all correspondence or the written communication with A.M. Best and Company or any of its Subsidiaries’ operations , Standard & Poor's Corporation, Xxxxx'x Investor Services, Inc., and with any Governmental Entity or insurance regulatory authorities which primarily relates to the prompt transactions contemplated hereby. (c) The Confidentiality Agreement dated June 26, 1997 (the "PARENT CONFIDENTIALITY AGREEMENT"), between Parent and timely discharge by the employees of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold confidentiality agreement dated July 30, 1997 (the "COMPANY CONFIDENTIALITY AGREEMENT"), between the Company and the Company Subsidiaries harmless from Parent shall apply with respect to information furnished thereunder or hereunder and any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwiseother activities contemplated thereby. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, that the Company shall use its reasonable best efforts to (A) obtain the required consent of any third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheld.43

Access to Information; Confidentiality. (a) To the extent not restricted Except if prohibited by third-party agreement or any applicable lawLaw, the Company shall, subject and shall cause each of the Company Subsidiaries to, afford to any necessary third-party approvals, allow the Parent and its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors to Parent’s Representatives reasonable access during normal business hours, at Parent’s sole risk hours (under the supervision of appropriate personnel and expense, to all facilities, properties, personnel, books and records in a manner that does not unreasonably interfere with the normal operation of the business of the Company and the Company Subsidiaries. Parent agrees ) during the period prior to conduct its investigation in a manner that does not interfere unreasonably with the Company’s or Effective Time to all their respective properties, books and records and Contracts and, during such period, the Company Subsidiaries’ operations shall, and with the prompt shall cause each Company Subsidiary to, furnish, as promptly as reasonably practicable, to Parent all information concerning its business, properties and timely discharge by the employees of the Company and the Company Subsidiaries of their duties. personnel as Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from may reasonably request; provided, however, that any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss reasonable out-of, damage to or destruction of any property owned -pocket expenses incurred by the Company or any Company Subsidiary in connection with affording such access or furnishing any such information shall be reimbursed by Parent. Notwithstanding the immediately preceding sentence, neither the Company nor any of the Company Subsidiaries shall be required to afford access or others furnish information to the extent (a) such information is subject to the terms of a confidentiality agreement with a third party, (b) relating to the minutes of the meetings of the Company Board or any committee thereof (including claims any presentations or liabilities other materials prepared by or for loss of use of the Company Board or any propertycommittee thereof) resulting directly where the Company Board or indirectly from any such committee thereof discussed the action Transactions or inaction of any of similar transaction between the Parent Parties’ representatives during Company and any visit to other Person or (c) the business Company determines in good faith that affording such access or property sites furnishing such information would jeopardize the attorney-client privilege of the Company or any of the Company Subsidiaries prior to Subsidiaries, violate applicable Law or result in significant antitrust risk for the completion Company or any of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigationsSubsidiaries; provided, howeverin the case of clauses (a) and (c), that the Company shall use its commercially reasonable best efforts to (A) obtain the required consent of any third party make alternative arrangements to provide afford such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of furnish such information without breaching such confidentiality agreement, jeopardizing such attorney-client privilege, violating applicable law Law or jeopardizing resulting in such privilegeantitrust risk, as applicable. Neither Parent nor any of its officersAll information exchanged pursuant to this Section 5.02 shall be subject to the confidentiality letter agreement dated April 15, employees2016, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of between the Company or and Parent (the Company Subsidiaries prior to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheld“Confidentiality Agreement”).

Access to Information; Confidentiality. (a) To Upon reasonable notice and subject to applicable Laws relating to the extent not restricted by third-party agreement or applicable lawexchange of information, the Company shall, subject to any necessary third-party approvalsand shall cause each of its Subsidiaries and the officers, allow trustees, directors, employees, auditors and agents of the Parent Company and its Subsidiaries to, afford to Acquiror and the officers, employees, representativesaccountants, consultants, attorneys, agents, lenders, bankers, financial advisors counsel and other advisors representatives of Acquiror, reasonable access during normal business hours, at Parent’s sole risk and expensehours during the period prior to the Effective Time, to all its facilities, offices, properties, personnelbooks, books contracts, commitments, records, officers, employees, accountants, counsel and records other representatives of the Company and the Company Subsidiaries. Parent agrees to conduct its investigation in a manner that does not interfere unreasonably with the Company’s or the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees of the Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilitiesand, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries 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 business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoingsuch period, the Company shall, and shall cause its Subsidiaries to, make available to Acquiror (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking laws (other than reports or documents which the Company is not permitted to disclose under applicable Law) and (ii) all other information concerning its business, properties and personnel as Acquiror may reasonably request. Neither the Company nor any of its Subsidiaries shall be required to provide access to or otherwise disclose information if such information is subject to, or where such access or disclosure would jeopardizeviolate or prejudice the rights of the Company’s customers, jeopardize any attorney-client privilegeprivilege or contravene any Law, work product doctrine fiduciary duty or other applicable privilege concerning legal proceedings or governmental investigations; providedbinding agreement entered into prior to the date of this Agreement, howeverprovided that, that if requested to do so by Acquiror, the Company shall use its commercially reasonable best efforts to (A) redact proprietary data from any requested materials or documentation, obtain the required consent of a waiver from any third party applicable counterparty or take such other action as may be reasonably requested by Acquiror. Acquiror shall, and cause its representatives to, take all reasonable efforts to provide prevent such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of inspection from interfering with the business or property sites operations of the Company or the Company Subsidiaries prior to the completion of the Merger without the prior written consent of the Company, which consent shall not be unreasonably withheldand its Subsidiaries.