Common use of Access to Information Clause in Contracts

Access to Information. The Company and WW shall afford Parent and its accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to the Effective Time to (a) all properties, books, contracts, commitments, records and auditors of the Company, WW and the Subsidiaries, and (b) all other information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of the Company or WW. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained herein.

Access to Information. The (i) Prior to the Closing, subject to the restrictions set forth in the Confidentiality Agreement, and to the extent permitted by applicable Law, the Company shall permit Buyer and its representatives after the date of execution of this Agreement to have reasonable access, during regular business hours, to the properties, books and records in its possession or control relating to the Company as Buyer may reasonably request; provided, that Buyer shall not be entitled to any such access to any Owned Real Property for the purposes of conducting any environmental audit or assessment without the prior written consent of the Company and WW Sellers and in no event shall afford Parent and its accountants, counsel and other representatives, reasonable access during normal business hours during the period prior Buyer be allowed to conduct any intrusive soil or groundwater sampling or investigation. All information provided or obtained pursuant to the Effective Time foregoing shall be held by Buyer in accordance with and subject to (a) all the terms of the Confidentiality Agreement. Buyer hereby agrees that the provisions of the Confidentiality Agreement will apply to any properties, books, contractsrecords, commitmentsdata, records documents and auditors of the Company, WW and the Subsidiaries, and (b) all other information concerning relating to the Business Company and Sellers provided to Buyer or its Affiliates or any of their respective advisers or employees pursuant to this Agreement. Notwithstanding anything to the properties and personnel of contrary in this Agreement, neither Sellers nor the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access Company shall be incurred at Parent's expense and that required to disclose any information to Buyer if such access will conducted at a reasonable timedisclosure would, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as Sellers’ sole discretion (A) cause significant competitive harm to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of the Company or WW. Parent shall afford StockholderSellers, the Company and WW, and their respective accountantsbusinesses if the transactions contemplated by this Agreement are not consummated, counsel and (B) jeopardize any attorney-client or other representativesprivilege or (C) contravene any applicable Law, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided fiduciary duty or binding agreement entered into prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained herein.

Access to Information. The Company shall, and WW shall cause each of its Subsidiaries to, afford to Parent and its officers, directors, employees, accountants, counsel consultants, agents, legal counsel, financial advisors and other representativesrepresentatives (collectively, reasonable access during normal business hours the “Representatives”), during the period prior to the earlier of the Effective Time and the termination of this Agreement pursuant to (a) all the terms of Section 7.1 of this Agreement, reasonable access, at reasonable times upon reasonable prior notice, to the officers, key employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and to their books, records, contracts and documents and shall, and shall cause each of its Subsidiaries to, furnish reasonably promptly to the Parent and its Representatives such information concerning the Company’s and its Subsidiaries’ business, properties, contracts, commitments, records and auditors personnel as may be reasonably requested, from time to time, by or on behalf of the CompanyParent; provided, WW and the Subsidiaries, and (b) all other information concerning the Business and the properties and personnel that any such access pursuant to this Section 5.2 shall be coordinated through one of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision individuals listed on Schedule 5.2 of the Stockholder's, the Company's or WW's personnel Company Disclosure Letter. Parent and its Representatives shall conduct any such activities in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business or operations of the Company or WWits Subsidiaries or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Company and its Subsidiaries of their normal duties. Parent shall afford StockholderNotwithstanding the foregoing provisions of this Section 5.2, the Company and WWshall not be required to, and their respective accountantsor to cause any of its Subsidiaries to, counsel and other representatives, grant access during normal business hours during the period prior or furnish information to Parent or any of its Representatives to the Effective Time extent that such information is subject to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying an attorney/client or similar costs of such access shall be incurred at Stockholder's expense and attorney work product privilege or that such access will conducted at a reasonable timeor the furnishing of such information is prohibited by law or an existing contract or agreement. Notwithstanding the foregoing, under the supervision of Parent's Parent shall not have access to personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation records of the business Company or any of Parentits Subsidiaries relating to individual performance or evaluation records, medical histories or other information that in the Company’s good faith opinion the disclosure of which could subject the Company or any of its Subsidiaries to risk of liability. Parent agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 5.2 for any purpose unrelated to the Stockholder acknowledge and agree that all information received from or on behalf consummation of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Transactions. The Confidentiality Agreement dated as of May 19June 1, 2000 2007 between an Affiliate of Parent and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company (the “Confidentiality Agreement”) shall survive the execution and WW shalldelivery of this Agreement and, and subject to Section 7.2, shall cause their respective affiliates and representatives, apply to comply with the provisions of such Confidentiality Agreement with respect to such information. No all information furnished thereunder or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinhereunder.

Access to Information. The Company After the date hereof until the Effective Time and WW subject to applicable Law and the Confidentiality Agreement, dated as of February 3, 2014, among Parent, Oceanbulk Shipping and Oceanbulk Carriers (the “Confidentiality Agreement”), the Oceanbulk Holdcos and Parent shall afford Parent (i) give each other and its accountantstheir respective counsel, counsel financial advisors, auditors and other authorized representatives, upon reasonable notice, reasonable access to the offices, properties, books and records of Parent, its Subsidiaries, Merger Subs and the Oceanbulk Companies, as applicable; provided, however, that any such access shall be conducted during normal business hours during in a manner not to interfere with the period businesses or operations of the Oceanbulk Companies or Parent, as applicable, and without the prior written consent of the other applicable party, none of Parent, the Sellers, the Oceanbulk Holdcos nor any of their Affiliates will contact any employee, customer, landlord, supplier, distributor or other material business relation of the other party or its Subsidiaries (in each case, in their capacity as such) prior to the Effective Time (other than contacts in the ordinary course of business unrelated to the Transactions), (aii) all propertiesfurnish to each other and their respective counsel, booksfinancial advisors, contracts, commitments, records auditors and auditors of the Company, WW other authorized representatives such financial and the Subsidiariesoperating data and other information as such Persons may reasonably request, and (biii) all instruct the employees, counsel, financial advisors, auditors and other information concerning authorized representatives of Parent, its Subsidiaries, Merger Subs, the Business Oceanbulk Holdcos and the properties and personnel of the CompanyOceanbulk Companies, WW and the Subsidiaries (subject as applicable, to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably cooperate with the normal operation of the business of the Company or WW. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge Oceanbulk Holdcos in the matters described in clauses (i) and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior (ii) above. Notwithstanding anything to the Closing contrary in this Agreement, no party shall be deemed required to be received pursuant provide such access or disclose any information if doing so is reasonably likely to the Confidentiality Agreement dated as (A) result in a waiver of May 19attorney-client privilege, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, work product doctrine or similar privilege or (B) violate any Contract to comply with the provisions of such Confidentiality Agreement with respect which it is a party to such information. No information which it is subject or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinapplicable Law.

Access to Information. The Company and WW shall afford Parent and its accountantsSubject to Applicable Law, counsel and other representatives, reasonable access during normal business hours during the period prior to the Effective Time to (a) all properties, books, contracts, commitments, records and auditors of the Company, WW and the Subsidiaries, and (b) all other information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of the Company or WW. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to from the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense Agreement until the Effective Time, upon reasonable notice and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the during normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholderhours, the Company and WW shall, and shall cause each of its Subsidiaries to, (a) give Parent and its Representatives reasonable access to the offices, properties, books, contracts and records of the Company and its Subsidiaries, (b) furnish to Parent and its Representatives such financial and operating data and other information relating to the Company and its Subsidiaries and their respective affiliates properties and representativesbusinesses as Parent and its Representatives may reasonably request and (c) instruct the Representatives of the Company and its Subsidiaries to cooperate with Parent in its investigation of the Company and its Subsidiaries; provided, to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any however, that no investigation pursuant to this Section 5.4 7.04 shall affect or be deemed to modify any representation or warranty contained made by the Company herein, and provided, further, that the Company and its Subsidiaries shall not be required to provide access to any information or documents which would, in the reasonable judgment of the Company (i) breach any Contract with any Person, (ii) constitute a waiver of the attorney-client privilege held by any of the Company or its Subsidiaries, (iii) violate Applicable Law or (iv) unreasonably interfere with the business and operations of the Company and its Subsidiaries (it being agreed that the Company shall give notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) above, and thereafter the Company and Parent shall reasonably cooperate to cause such information to be provided in a manner that would not reasonably be expected to cause a breach, waiver, violation or interference). Any investigation pursuant to this Section 7.04 shall be conducted in such manner as not to unreasonably interfere with the conduct of the business of the Company and its Subsidiaries. Notwithstanding the foregoing, Parent shall not have access to personnel records of the Company and its Subsidiaries relating to individual performance or evaluation records, medical histories or other information, in each case to the extent the disclosure thereof would result in the violation of Applicable Law.

Access to Information. The (a) From the time this Agreement is signed by all of the parties hereto until the Closing, Parent shall use its commercially reasonable efforts to cause the Companies and their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) afford the Purchasers and their authorized representatives reasonable access, subject to the Confidentiality Agreements and applicable Law and solely to the extent such access is available to Parent in the ordinary course of business and can be provided to the Purchasers without any breach of Contract, to the offices and properties of each Company and, on Parent’s premises, the Books and WW shall afford Parent Records of each Company, and its accountants(ii) make available to the officers, counsel employees, and authorized agents and representatives of the Purchasers, on Parent’s premises, such additional financial and operating data and other representativesinformation regarding the Companies (or copies thereof) as any Purchaser may from time to time reasonably request, reasonable solely to the extent such access is available to Parent in the ordinary course of business and can be provided to the Purchasers without any violation of Law or breach of Contract; provided, however, that: (A) any such access or availability shall be provided at the expense of the Purchaser(s) requesting such access or available, during normal business hours during the period prior upon reasonable advance notice to the Effective Time to (a) all properties, books, contracts, commitments, records and auditors of the Company, WW and the Subsidiaries, and (b) all other information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's Parent’s personnel and in such a manner as not to interfere with the normal operations of the Companies; (B) all requests by the Purchasers for access or availability pursuant to this Section 5.02 shall be submitted or directed exclusively to an individual to be designated by Parent; and (C) Parent and the Companies shall not be required to provide any Books and Records or reports based thereon that they do not maintain or prepare in the confidentiality ordinary course of their business. Notwithstanding anything to the contrary in this Agreement Agreement, Parent shall not be required to disclose any information to the Purchasers if such disclosure would, in Parent’s sole discretion, (i) cause significant competitive harm to Parent or the Companies and their respective businesses if the transactions contemplated hereby and are not to interfere unreasonably with the normal operation of the business of the Company consummated, (ii) jeopardize any attorney-client or WW. Parent shall afford Stockholderother legal privilege or (iii) contravene any applicable Law, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided fiduciary duty or binding agreement entered into prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained herein.

Access to Information. The Company From the date of this Agreement until the earlier of the Effective Time and WW shall afford the termination of this Agreement in accordance with its terms, each of Parent and the Company shall keep the Investor reasonably informed of any material development of the proposed Distribution (including the status thereof) and, upon reasonable notice, each of Parent and the Company shall (and each shall cause its respective Subsidiaries to) afford to the Investor and its officers, accountants, counsel counsel, and other representativesfinancial advisors reasonable access, reasonable access during normal business hours during the period prior to the Effective Time hours, to (a) all properties, books, contracts, commitments, the books and records and auditors of principally relating to the Company, WW and the Subsidiaries, China Business and (b) all other information concerning the Business and the properties and personnel senior management employees of the Company; provided, WW and however, that Parent or the Subsidiaries Company may restrict the foregoing access to the extent that (subject to restrictions imposed by applicable lawi) as Parent may reasonably request; provided that any photocopying Applicable Laws or similar costs of such access shall be incurred at Material Contract requires Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of the Company or WWany of their respective Subsidiaries to restrict or prohibit access to any such properties or information or (ii) disclosure of such information would violate confidentiality obligations to a third party (who is not an outside advisor of Parent and/or the Company). The Investor will hold any such information obtained pursuant to this Section 5.8 in confidence in accordance with, and will otherwise be subject to, the provisions of the Confidentiality Agreement dated February 4, 2016 between Parent shall afford Stockholderand Primavera Capital Limited (as it may be amended or supplemented, the “Confidentiality Agreement”). Notwithstanding anything in the Confidentiality Agreement or this Agreement to the contrary, following the Closing, (x) any disclosure of information (other than any information relating to the Parent or its Subsidiaries (excluding, for the avoidance of doubt, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided its Subsidiaries)) that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and is not to interfere unreasonably with the normal operation prohibited by Section 3.2 of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing Shareholders Agreement shall not be deemed to be received pursuant to a breach of this Section 5.8 or the Confidentiality Agreement, (y) any action that is not prohibited by Section 2.2 of the Shareholders Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or not be deemed to be a breach of the standstill obligations of the Investor solely in respect of the Company set forth in the seventh paragraph of the Confidentiality Agreement, and (z) except as provided in (x) and (y), nothing in this Section 5.8 shall be construed to limit or otherwise modify the provisions or term of the Confidentiality Agreement, which shall survive any representation termination of this Agreement. Any investigation by the Investor shall not affect the representations and warranties contained herein or warranty contained hereinthe conditions to the respective obligations of the Parties to consummate the Investment.

Access to Information. The From the date of this Agreement until the Effective Time, upon reasonable advanced notice and during normal business hours, the Company shall and WW shall afford cause each other Acquired Company to (i) give Parent and its accountantsRepresentatives reasonable access to the offices, properties, books and records of the Acquired Companies, (ii) furnish to Parent and its Representatives such financial and operating data and other information relating to the Acquired Companies as such Persons may reasonably request and (iii) instruct the employees, counsel and other representativesfinancial advisors of the Acquired Companies to cooperate with Parent in its investigation of the Acquired Companies; provided, reasonable however, that the Company may restrict or otherwise prohibit access during normal business hours during the period prior to any documents or information to the Effective Time to extent that (a) all propertiesany Applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, books, contracts, commitments, records and auditors of the Company, WW and the Subsidiaries, and (b) all access to such documents or information would, in the Company’s good faith opinion after consultation with outside legal counsel, result in the loss of attorney-client privilege, work product doctrine or other applicable legal privilege applicable to such documents or information concerning or (c) access to a Contract to which the Business and Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a third party the properties and personnel right terminate or accelerate the rights under, such Contract. In the event that any of the CompanyCompany or its Subsidiaries does not provide access or information in reliance on the preceding sentence, WW it shall use its commercially reasonable efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. The terms and conditions of the Subsidiaries (subject Confidentiality Agreement shall apply to restrictions imposed any information obtained by applicable law) as Parent may reasonably request; provided that or any photocopying or similar costs of such its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 6.04. Any investigation pursuant to this Section 6.04 shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation conduct of the business of the Acquired Companies and any access to the property of any Acquired Company or WWmust comply with Company’s reasonable security and insurance requirements, may not unreasonably interfere with any Acquired Company’s use of the property. Notwithstanding the foregoing, Parent shall afford Stockholdernot have access to personnel records of the Acquired Companies relating to individual performance or evaluation records, medical histories or other information which in the Company’s good-faith opinion is sensitive or the disclosure of which could subject the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team risk of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinliability.

Access to Information. The Between the date of this Agreement and the Closing Date, the Initial Members shall, and shall cause the Company and WW shall afford Parent to, provide Purchaser and its accountants, counsel and other representatives, reasonable Representatives full access during normal business hours during the period prior to all personnel, properties, customers, Books and Records, Corporate Records, Contracts, Permits and other documents of or relating to the Effective Time Company to (a) all properties, books, contracts, commitments, records make such investigation as shall reasonably be deemed desirable; provided that access to customers and auditors employees shall be subject to the prior written consent of the Company, WW such consent not to be unreasonably withheld or delayed. The Initial Members shall furnish or cause to be furnished to Purchaser and the Subsidiaries, its Representatives all data and (b) all other information concerning the Business Company and the its business, assets and properties as may reasonably be requested, including access to officers and personnel employees and representatives of the Company. Notwithstanding any such investigation, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying whether occurring before or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of the Company or WW. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to after the date of this Agreement; provided , Purchaser has the unqualified right to rely upon, and has relied upon, each of the representations, warranties and covenants made by the Initial Members in this Agreement, subject to the disclosures in the Disclosure Schedules, and no such investigation performed or information received by Purchaser or its Representatives shall affect in any way the Liability of the Initial Members with respect to any representations, warranties or covenants contained herein. Without limiting the generality of the foregoing, the Initial Members shall, as promptly as practicable, inform Purchaser in writing of any change or event which renders any representation or warranty or any Disclosure Schedule inaccurate or incomplete in any material respect, it being understood that no such disclosure after the date hereof shall in any photocopying way limit the Initial Members’ Liability for any breach of any representation or similar costs warranty set forth in this Agreement. For the avoidance of doubt all such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant subject to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger SubAgreement, the Stockholder, terms and conditions of which survive the Company execution and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions delivery of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinAgreement.

Access to Information. The Company (a) From the date hereof until the Closing Date, upon reasonable prior notice (or, with respect to access to employees, as may otherwise be agreed to by the parties), Parent shall, and WW shall cause each of the Sellers, the Companies and the Transferred Subsidiaries and any such Person’s respective Representatives to, (i) afford Parent the Acquiror and its accountantsthe Representatives of the Acquiror timely and reasonable access, counsel and other representatives, reasonable access during normal business hours during the period prior hours, to the Effective Time to (a) all offices, properties, books, contractsdata, commitmentsfiles, information, records and auditors employees of the CompanyParent, WW the Sellers and their respective Affiliates in respect of the Companies, the Transferred Subsidiaries and the SubsidiariesBusiness, (ii) furnish to the Representatives of the Acquiror such additional financial data, investment activity reports and other information regarding the Companies, the Transferred Subsidiaries and the Business and their personnel as the Acquiror or its Representatives may from time to time reasonably request, and (biii) all other information concerning reasonably cooperate with, and assist, the Acquiror and the Representatives of the Acquiror in connection with the Acquiror’s preparation to integrate the Companies, the Transferred Subsidiaries and the Business and their personnel into the properties Acquiror’s organization following the Closing to the extent any such Person’s or such Person’s respective Representatives’ assistance and personnel expertise is reasonably requested in connection therewith; provided, however, that nothing herein shall require the Parent, any of the CompanySellers, WW and any of the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that Companies or any photocopying of the Transferred Subsidiaries, or similar costs any of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable timePerson’s respective Representatives, under to disclose any information to the supervision Acquiror or the Representatives of the Stockholder'sAcquiror or take any action that would cause a violation of any Contract to which the disclosing party or any of its Affiliates is a party, would cause a risk of loss of legal privilege to the party disclosing such data or information or any of its Affiliates, or would constitute a violation of applicable Law or obligations to customers, so long as the Parent, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of the Company or WW. Parent shall afford StockholderSeller, the Company and/or the Transferred Subsidiary, and/or such Person’s Representative, as the case may be, shall have used its commercially reasonable efforts to provide such information and WWprotect such privacy and any personal data without violation of applicable Law or obligations to customers; provided, further, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Parent, the Sellers, the Companies, the Transferred Subsidiaries or any of their respective Affiliates; provided, further, that the auditors and independent accountants of the Parent, the Sellers, the Companies or the Transferred Subsidiaries shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary Auditor’s Letter relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. The Parent shall, and shall cause the Sellers, the Companies and the Transferred Subsidiaries to, promptly provide any consent requested by their respective accountantsindependent accountants in connection with such access. If so reasonably requested by the Parent, counsel the Acquiror shall enter into a customary joint defense agreement, in form and other representatives, access during normal business hours during the period prior substance reasonably acceptable to the Effective Time Acquiror and the Parent, with any one or more of the Parent, the Sellers, the Companies and the Transferred Subsidiaries with respect to any information to be provided to the senior executive management team of Parent Acquiror pursuant to this Section 5.02(a). Any information provided pursuant to this Section 5.02(a) shall be subject to the same extent as such access was provided prior to Confidentiality Agreement. The Acquiror shall reimburse the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and its Affiliates, in cash, promptly for any reasonable and necessary third party out-of-pocket expenses incurred by the Stockholder acknowledge Parent and agree that all information received from its Affiliates and any such Person’s Representatives in complying with any request by or on behalf of the Parent, Company, WW Acquiror or any Subsidiary its Representatives in connection with this Section 5.02(a). The Acquiror shall indemnify and hold harmless the transactions contemplated hereby prior Parent, and its Affiliates from and against any Losses that may be incurred by any of them arising out of or related to the Closing shall be deemed Acquiror’s use, storage or handling of (A) any personally identifiable information relating to be received Employees, Brokers, policyholders or customers of any of the Companies or any of the Transferred Subsidiaries and (B) any other information that is protected by applicable Law (including privacy Laws) or Contract and to which the Acquiror or any of its Affiliates or Representatives is afforded access pursuant to the Confidentiality Agreement dated as terms of May 19this Agreement, 2000 and Parentsolely to the extent any such Losses are the result of the Acquiror’s actions or omissions. From the date hereof until the Closing Date, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW Parent shall, and shall cause their respective affiliates each of the Sellers, the Companies and representativesthe Transferred Subsidiaries to, deliver to comply with the provisions Acquiror monthly financial reports and quarterly financial statements prepared in the Ordinary Course of Business by or on behalf of the Companies or the Transferred Subsidiaries promptly following the preparation of such Confidentiality Agreement with respect to such information. No information reports or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinfinancial statements.

Access to Information. The (a) From the date hereof until the Closing Date or, if earlier, termination of this Agreement, Sellers will (i) give, and will cause the Company and WW shall afford Parent each of its Subsidiaries to give, Buyer and its accountantsRepresentatives such reasonable access, counsel at reasonable times and other representatives, reasonable access during normal business hours during the period prior hours, to the Effective Time to (a) all senior management, offices, properties, books, contracts, commitments, books and records and auditors of the Company, WW Company and the its Subsidiaries, as Buyer may reasonably request from time to time; and (bi) all furnish, and cause the Company and each of its Subsidiaries to furnish, to Buyer and its Representatives such financial and operating data and other information concerning relating to the Business Company and the properties and personnel of the Companyits Subsidiaries, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent Buyer may reasonably requestrequest from time to time; provided that (A) any photocopying actions to be performed by Sellers, the Company or similar costs any of such access its Subsidiaries at the request of Buyer pursuant to this Section 5.03(a) shall be incurred at Parent's expense and that such access will conducted at a performed only following reasonable timeprior written notice from Buyer to Sellers, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation conduct of the business and operations of the Company and its Subsidiaries, and so as not to unduly burden the management team or WW. Parent shall afford Stockholder, resources of the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during its Subsidiaries (it being agreed that the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs terms of such access shall be incurred at Stockholder's expense and that such based on reasonable access will conducted at a reasonable timeprocedures specified by Sellers or, under the supervision of Parent's personnel and as applicable, customers or suppliers (after taking into account any proposals made by Buyer in such a manner as regard)); and (B) all out-of-pocket costs incurred by the Company and its Subsidiaries in connection with such actions shall be at the expense of Buyer; provided, further, that, without the prior written consent of Sellers, Buyer and its Representatives shall not be entitled to maintain any such access, information or documents the confidentiality disclosure of this Agreement which is restricted by any Law or Order applicable to any Seller, the Company or any of its Subsidiaries. Notwithstanding anything to the contrary set forth herein, Buyer is not authorized to and the transactions contemplated hereby shall not (and shall cause its Affiliates and its and their respective Representatives not to interfere unreasonably with the normal operation to) (s) contact any customer, supplier, or other material business relation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW Company or any Subsidiary of its Subsidiaries in connection with the transactions contemplated hereby Contemplated Transactions; and (y) perform invasive or subsurface investigations of the Premises, in each case, prior to the Closing shall without the prior written consent of Sellers, which may be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW withheld for any reason or no reason. Buyer shall, and shall cause its Affiliates and its and their respective affiliates and representativesRepresentatives to, to comply with abide by the provisions terms of such the Confidentiality Agreement with respect to such information. No access and any information furnished to it, its Affiliates or knowledge obtained in its or any investigation of their respective Representatives pursuant to this Section 5.4 shall affect 5.03(a). In connection with the access rights granted by this Section 5.03(a), Buyer covenants and agrees, for itself and on behalf of its Affiliates, that, prior to Closing, it and they will not enter into any agreements with any officers, directors or be deemed to modify employees of the Company or any representation or warranty contained hereinof its Subsidiaries without Sellers’ prior written consent.

Access to Information. The Company (a) Subject to the terms of the Confidentiality Agreement, this Agreement and WW shall afford Parent and its accountantsapplicable Laws, counsel and other representatives, reasonable access during normal business hours during the period prior from the date of this Agreement through the earlier of the Closing Date and the date on which this Agreement is terminated in accordance with Article VII, the IASIS Parties shall permit the MPT Parties and their advisors, lenders, accountants, attorneys and authorized representatives to have reasonable access, during regular business hours and upon reasonable notice, to the Effective Time to (a) all offices, facilities, assets, properties, bookscertain management-level employees, contracts, commitments, books and records and auditors of the Company, WW and the SubsidiariesIASIS Parties, and (b) all shall furnish, or cause to be furnished, to the MPT Parties, such financial, tax and operating data and other information concerning with respect to such entities and their respective offices, facilities, assets, properties, employees, businesses and operations as the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject MPT Parties shall from time to restrictions imposed by applicable law) as Parent may time reasonably request; provided that any photocopying or similar costs of such . All access and investigation pursuant to this Section 5.1 shall be incurred at Parent's expense coordinated through IASIS’s Chief Financial Officer and that such access will shall be conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel MPT Parties’ expense and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation operations of the business businesses of IASIS and the Sellers. Notwithstanding anything to the contrary contained herein or otherwise, neither IASIS nor any of the Company Sellers shall be required to provide access to or WW. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as disclose information where such access was provided or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege or other immunity or contravene any Law or any binding agreement entered into prior to the date of this Agreement; provided provided, however, that the IASIS Parties will notify the MPT Parties in reasonable detail of the circumstances giving rise to any photocopying non-access or similar costs of such non-disclosure pursuant to the foregoing and to permit access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable timeor disclosure, under to the supervision of Parent's personnel and extent possible, in such a manner as consistent with privilege or other immunity or applicable Law or Contract. Notwithstanding anything to maintain the confidentiality contrary contained herein or otherwise, prior to the Closing, without the prior written consent of the IASIS Parties, the MPT Parties shall not contact any vendor, customer, physician or other healthcare provider of the IASIS Parties without the written consent of the IASIS Parties, other than any such contact not involving the transactions contemplated by this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shallother Transaction Documents, and provided that IASIS shall cause their respective affiliates have the right to have a representative present during any such contact in the event that its consent is required and representatives, to comply with the provisions of such Confidentiality Agreement with respect it consents to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereincontact.

Access to Information. The (a) Except as prohibited by applicable Law, during the period from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, and in all cases subject to the Confidentiality Agreement, the Company and WW shall afford Parent and (i) give to Parent, its counsel, lenders, financial advisors, accountants, counsel consultants, agents and other representatives, authorized representatives reasonable access during normal business hours during the period prior to the Effective Time to (a) all offices, properties, facilities, assets, books, contractsrecords, commitmentsService Providers and agents of the Company and its Subsidiaries in a manner that does not unreasonably interfere in any material respect, records (ii) furnish to Parent, its counsel, lenders, financial advisors, accountants, consultants, agents and auditors other authorized representatives such financial and operating data and other information (including the work papers of the Company, WW ’s independent accountants upon receipt of any required consents from such accountants and subject to the Subsidiaries, execution of customary access letters) as such Persons may reasonably request and (biii) all instruct the Service Providers, counsel, financial advisors, accountants, consultants, agents and other information concerning the Business and the properties and personnel authorized representatives of the CompanyCompany and its Subsidiaries to cooperate with Parent in its non-invasive investigation of the Company and its Subsidiaries; provided, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred afforded and any such information shall be furnished at Parent's expense ’s expense; and provided, further that such access the parties hereto shall act in good faith in all respects in the performance of the obligations under this Section 5.02(a). Information obtained by the Parent or Merger Sub pursuant to this Section 5.02(a) will conducted at a reasonable time, constitute confidential information under the supervision Confidentiality Agreement and will be subject to the provisions of the Stockholder's, the Company's or WW's personnel and Confidentiality Agreement. Any investigation pursuant to this Section 5.02 shall be conducted in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation conduct of the business of the Company or WW. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such informationits Subsidiaries. No information or knowledge obtained in any investigation pursuant to this Section 5.4 5.02 shall affect or be deemed to modify any representation or warranty contained hereinmade by the Company hereunder.

Access to Information. The Company and WW shall afford Parent and its accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to the Effective Time to (a) all properties, books, contracts, commitments, records and auditors of the Company, WW and the Subsidiaries, and (b) all other information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of the The Company or WW. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates its Subsidiaries, on the one hand, and representativesParent shall, and shall cause its Subsidiaries, on the other hand, to comply afford to the other Party and to its respective Representatives, reasonable access, during normal business hours and subject to bona fide policies and procedures established by the other Party (including in response to COVID-19), during the Interim Period, in such manner as to not interfere with Parent’s and its Subsidiaries’ business’s or the SpinCo Business’s (as applicable) normal operations, the properties, books and records and appropriate senior-level officers and employees of Parent and its Subsidiaries or the Company and its Subsidiaries (including the SpinCo Entities) that are related to the SpinCo Business (as applicable), and shall furnish such Party and its Representatives with such accounting (including accountants’ work papers), financial and operating data and other information concerning the affairs of Parent and its Subsidiaries or the SpinCo Business or the SpinCo Entities (as applicable), in each case, as such Party and its Representatives may reasonably request for the purposes of furthering the Transactions or for purposes of preparing for the operation of Parent and the Surviving Corporation post-Closing; provided, that (x) such investigation shall only be upon reasonable notice and at the sole cost and expense of the investigating Party; and (y) nothing in this Agreement shall require any Party to permit any inspection or disclose any information to any other Party that (i) would unreasonably interfere with the provisions conduct of such Confidentiality Agreement Party’s business or result in damage to property (other than immaterial damage), except with respect such other Party’s prior written consent (which may be withheld or denied at its sole discretion), (ii) would cause a violation of any Law, privacy policy or any confidentiality obligations and similar restrictions that may be applicable to such information, or (iii) would jeopardize the attorney-client privilege or other disclosure privilege or protection to such Party; provided, that the Party that would otherwise be required to disclose information to the other shall take any and all reasonable action necessary to permit such disclosure without such loss of privilege or violation of agreement, policy, Law or other restriction, including through the use of commercially reasonable efforts to obtain any required consent or waiver to the disclosure of such information from any third party and through the implementation of appropriate and mutually agreeable “clean room” or other similar procedures designed to limit any such adverse effect of sharing such information by each Party). No information or knowledge obtained Notwithstanding anything in any investigation pursuant to this Section 5.4 7.8 to the contrary, (but without limiting the Company’s obligations under this Agreement, including Section 7.4), the Company and SpinCo shall affect not be required to provide access to, or make any disclosure with respect to, any information of or relating to the Company, any of its Affiliates or any of their respective businesses, other than information relating to the SpinCo Business, the SpinCo Entities, the SpinCo Assets or the SpinCo Liabilities. All requests for such access to any Party shall be deemed made to modify any representation such Party or warranty contained hereinits designated Representative.

Access to Information. The Company and WW shall afford Parent and its accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to the Effective Time to (a) all propertiesFrom the date hereof until the Closing, booksupon reasonable notice, contractsBSC shall, commitmentsand shall cause its officers, directors, employees, agents, representatives, accountants and counsel to, (i) afford the Purchaser and its officers, employees and authorized agents and representatives reasonable access to the offices, properties and books and records of BSC and auditors the Sellers (to the extent relating to the Business) and (ii) furnish to the officers, employees, and authorized agents and representatives of the Company, WW Purchaser such additional financial and the Subsidiaries, operating data and (b) all other information concerning regarding the Business and (or copies thereof) as the properties and personnel of the CompanyPurchaser may from time to time reasonably request (including, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably requestthe rights of any landlord, access to conduct an environmental site assessment of any Transferred Site, provided that such assessment shall not include any sampling or testing of any soil, groundwater, air or other environmental media, or building material, without the express written consent of BSC, such consent to be withheld at the sole discretion of BSC); provided that any photocopying or similar costs of such access or furnishing of information shall be incurred at Parent's expense and that such access will conducted at a reasonable timethe Purchaser’s expense, during normal business hours, under the supervision of the Stockholder's, the Company's or WW's BSC’s personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to unreasonably interfere unreasonably with the normal operation operations of the business of the Company or WWBusiness. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior Notwithstanding anything to the Effective Time contrary in this Agreement, BSC shall not be required to disclose any information to the senior executive management team of Parent to the same extent as Purchaser if such access was provided prior to the date of this Agreement; disclosure would be reasonably likely to, (i) jeopardize any attorney-client or other legal privilege (provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW BSC shall, and shall cause their respective affiliates the Sellers to, use commercially reasonable efforts to put in place an arrangement to permit such disclosure without loss of attorney-client privilege) or (ii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof (provided that BSC shall, and representativesshall cause the Sellers to, use commercially reasonable efforts to comply with the provisions of put in place an arrangement to permit such Confidentiality Agreement with respect to disclosure without violating such information. No information Law, duty or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinagreement).

Access to Information. The From and after the Original Agreement Date until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance notice, and subject to restrictions contained in the confidentiality agreements to which the Group Companies are subject, the Company and WW shall afford provide to Parent and its accountantsauthorized representatives reasonable access to all books and records of the Group Companies and all officers, counsel directors, employees and other representativespersonnel of the Group Companies, reasonable access in each case, during normal business hours during (in a manner so as to not interfere with the normal business operations of any Group Company). From and after the date immediately following the expiration or termination of the waiting period prior to under the Effective Time to HSR Act (or any other Antitrust Law), (a) the Company shall permit a limited number of authorized representatives of Parent to attend any and all properties, books, contracts, commitments, records and auditors meetings of the CompanyCompany Executive Committee (or any sub-committee thereof) and meetings of the board of directors and any committee thereof (or similar governing body) of each Group Company and to receive all written materials and communications related to such meetings at the same time as (or promptly thereafter) management or the board or committee (or similar governing body) receives such materials or communications, WW provided that the Group Companies shall be entitled to require that any representative(s) of Parent recuse themselves from any portion of any such meeting, and the SubsidiariesGroup Companies shall be entitled to redact or withhold any such materials or communications, to the extent that the representative(s)’ participation in the portion of such meeting, or the provision of such materials or communications to the representative(s), would be reasonably likely to (x) jeopardize any attorney-client or other legal privilege, (y) contravene any applicable Laws or (z) breach any confidentiality obligations of the Group Companies under contracts with third parties and (b) all other solely to the extent permitted by applicable Law, Parent and its authorized representatives shall be permitted to offer advice and guidance to the Group Companies on their business operations, which the Group Companies shall consider in their respective sole discretion, provided that, for the avoidance of doubt, in no event shall the Group Companies be obligated to follow or implement any such advice or guidance. All of such information concerning shall be treated as confidential information pursuant to the Business and the properties and personnel terms of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder'sConfidentiality Agreement, the Company's or WW's personnel and provisions of which are by this reference hereby incorporated herein. Notwithstanding anything to the contrary in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of the Company or WW. Parent shall afford StockholderAgreement, the Company and WWshall not be required to disclose any information to Parent (including pursuant to Section 6.1) if such disclosure would be reasonably likely to (x) jeopardize any attorney-client or other legal privilege, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that (y) contravene any photocopying applicable Laws or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the (z) breach any confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation obligations of the business of Parent. Parent and the Stockholder acknowledge and agree Group Companies under contracts with third parties; provided, however, that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply notify Parent in writing with the provisions a general description of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation each item not disclosed pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinclause.

Access to Information. The Company and WW shall afford Parent and its accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to the Effective Time to (a) all propertiesUpon reasonable notice to Lafite, books, contracts, commitments, records Lafite and auditors of the Company, WW and the Subsidiaries, and (b) all other information concerning the Business and the properties and personnel of the Company, WW and the its Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of the Company or WW. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates officers, directors, employees and representativesother Representatives to, afford Tempranillo’s officers and other authorized Representatives access as requested by Tempranillo, during normal business hours throughout the Pre-Closing Period, to comply with their respective Representatives, officers, employees, properties, assets, facilities, books, Contracts, Permits, records (including Tax Returns), reports, correspondence and any other documents and information of Lafite and its Subsidiaries (whether in physical or electronic form) and shall furnish Tempranillo all financial, operating and other data and information, in each case, as Tempranillo through its officers, employees or other Representatives, may reasonably request; provided however, that notwithstanding the provisions foregoing or anything to the contrary set forth in this Agreement, Lafite and its Subsidiaries shall not be required to create any financial, operating or other data and information, or any business plans, forecasts, projections or other similar analyses, that Lafite does not prepare in the ordinary course of its business outside the context of this Agreement and the Transactions. Notwithstanding the foregoing, neither Lafite nor any of its Subsidiaries shall be required to disclose any information to Tempranillo to the extent Lafite determines, in its good faith judgment, such Confidentiality Agreement with disclosure (i) would jeopardize the attorney-client privilege or work product protection, (ii) would reasonably be expected to result in a loss of Trade Secret protection, or (iii) would contravene or violate any Applicable Law; provided that Lafite shall use its reasonable best efforts (A) to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege or (B) to develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Tempranillo and Lafite. With respect to such information. No all information provided to Tempranillo or knowledge obtained any of its Representatives by Lafite or any of its Representatives in connection with this Agreement and the consummation of the Transactions (including any investigation information disclosed pursuant to this Section 5.4 6.05) Tempranillo shall affect or be deemed comply with and shall instruct its Representatives to modify any representation or warranty contained hereincomply with, all of its obligations under the Confidentiality Agreement.

Access to Information. The Subject to the confidentiality provisions of this Section 7.4, during the Interim Period, the Company shall, and WW shall afford instruct each Company Subsidiary and each of its and their respective Representatives (collectively, “Company Representatives”) to: (i) provide to Parent and its accountantsMerger Sub and each of their respective Representatives (collectively, counsel and other representatives, “Parent Representatives”) access at reasonable access times during normal business hours during the period hours, upon reasonable prior notice, (x) to the Effective Time to (a) all officers, employees, agents, properties, books, contracts, commitments, records offices and auditors other facilities of the Company, WW and the SubsidiariesCompany or such Company Subsidiary, and (by) all to the books and records thereof (which access, for the avoidance of doubt, shall include the ability of Parent and Merger Sub to conduct reasonable transition and integration planning activities), (ii) use commercially reasonable efforts to arrange meetings for Parent, Merger Sub and any Parent Representative with the Company’s and its Subsidiaries’ customers and suppliers with a Company Representative present or participating; provided, however, that the foregoing shall not limit Parent’s or Merger Sub’s ability to conduct meetings or other communications with the Company’s and its Subsidiaries’ customers and suppliers to the extent such meetings or other communications are conducted in the ordinary course of Parent’s or Merger Sub’s respective businesses, and (iii) furnish or cause to be furnished such information concerning the Business business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the properties and personnel of the CompanyCompany Subsidiaries as Parent, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Merger Sub or any Parent Representative may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable timeprovided, under however, until the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of the Company or WW. Parent shall afford StockholderEffective Time, the Company and WWshall not be required to (x) furnish, and their respective accountantsor provide any access to, counsel and other representativesany information to any Person not a party to, access during normal business hours during or otherwise covered by, the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW NDA or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement similar agreement with respect to such information. No information or knowledge (y) provide access to or furnish any information (I) that is a trade secret, (II) that the Company reasonably believes constitutes commercially sensitive information for which adequate assurance of permitted uses has not been obtained in or (III) if doing so would unduly disrupt Company operations, violate any investigation pursuant applicable Law or Company Contract, or where such access to this Section 5.4 information would constitute the waiver of an attorney-client privilege so long as the Company has taken all reasonable steps to permit inspection of or to disclose such information on a basis that does not compromise the Company’s or any Company Subsidiary’s privilege with respect thereto; provided, however, that such access and information shall affect be disclosed or be deemed granted, as applicable, to modify any representation or warranty contained hereinexternal counsel for Parent to the extent required for the purpose of complying with applicable Laws, including Antitrust Laws.

Access to Information. The Company and WW shall afford Parent and its accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to the Effective Time to (a) Between the date of this Agreement and the Effective Time, the Company will during ordinary business hours and upon reasonable advance notice, (i) give the Parent and the Parent's authorized representatives all propertiesaccess the Parent shall reasonably request to all of its books, booksrecords (including, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, records plants, offices and auditors other facilities and properties, and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, WW (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the SubsidiariesParent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (bv) all other information concerning permit the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense accountants to conduct such confirmation and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, testing procedures with respect to the Company's or WW's personnel and receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of the Company, (B) the Company or WW. shall not be required to take any action which would constitute a waiver of the attorney-client privilege, (C) the Company need not supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the outstanding Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall afford Stockholder, be for the purposes of verifying the accuracy of representations and warranties of the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to compliance by the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of Company with its covenants contained in this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained herein.

Access to Information. The Company and WW shall afford Parent and its accountantsAfter the Closing, counsel and other representatives, reasonable access during normal business hours during the period prior to the Effective Time to (a) all properties, books, contracts, commitments, records and auditors of the Company, WW and the Subsidiaries, and (b) all other information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of the Company or WW. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW Buyer shall, and shall cause its Affiliates to, preserve, in accordance with Buyer’s, or its applicable Affiliates’, standard document retention policies and until such date as may be required by Buyer’s or its applicable Affiliates’ standard document retention policies (but for not less than six (6) years from the Closing Date or such later date as may be required by applicable Law) (the “Retention Period”), all pre-Closing Date books and records of the Acquired Companies and the Business possessed or controlled by such Person. During such period, upon any reasonable request from Parent, Seller or any of their respective affiliates Representatives, Buyer or any of its Affiliates holding such books and representativesrecords shall (i) provide to Parent, Seller or any of their Representatives reasonable access to comply such books and records during normal business hours; provided, however, that such access shall not unreasonably interfere with the provisions conduct of the business of Buyer or any of its Affiliates holding such books and records and (ii) permit Parent, Seller or any of their authorized Representatives to make copies of such Confidentiality Agreement books and records, in each case, at no cost to Seller or its applicable Representatives (provided that Seller will reimburse Buyer for reasonable out-of-pocket costs or expenses incurred by Xxxxx). Nothing herein shall require Buyer or any of its Affiliates to disclose any information to Parent or Seller if such disclosure would (A) jeopardize any applicable attorney-client privilege, the work product immunity or any other applicable legal privilege or similar doctrine, (B) contravene any applicable Law or contractual confidentiality obligation, (C) jeopardize the health and safety of any employee of Buyer or any of its Subsidiaries, in light of COVID-19 or any COVID-19 Measures or (D) result in competitive harm to Buyer or any of its Subsidiaries (it being understood that Buyer shall use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in the case of each of clauses (A) to (D), that would enable any otherwise required disclosure to Parent, Seller or their Representatives to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law or contractual confidentiality obligation, or jeopardizing health and safety or resulting in competitive harm) or (E) (except as provided in Section 9.6(b)) require Buyer or any of its Affiliates to disclose its Tax records (except for Tax records of, or with respect to such informationto, the Business Subsidiaries). No information or knowledge obtained in any investigation pursuant to Such books and records may be requested under this Section 5.4 shall affect 9.4 for any reasonable business purposes, including to the extent reasonably required in connection with accounting, litigation, financial reporting, federal securities disclosure, compliance with contractual obligations of Parent, Seller or be deemed to modify any representation of their Affiliates or warranty contained hereinperformance of the Excluded Liabilities.

Access to Information. The Company and WW shall afford Parent and its accountants, counsel and other representatives, reasonable access during normal business hours during From the period prior to date hereof until the Effective Time and subject to Applicable Law and the Confidentiality Agreement, the Company shall (ai) all give to Parent, its counsel, financial advisors, auditors and other authorized representatives reasonable access (during regular business hours upon reasonable notice) to the offices, properties, books, contracts, commitments, books and records and auditors of the Company, WW Company and the its Subsidiaries, (ii) furnish 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 and (biii) all instruct its employees, counsel, financial advisors, auditors and other information concerning the Business and the properties and personnel authorized representatives to cooperate with Parent in its investigation of the Company, WW Company and the Subsidiaries (subject its Subsidiaries. Any investigation pursuant to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access this Section shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation conduct of the business of the Company or WW. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such informationits Subsidiaries. No information or knowledge obtained by Parent in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinmade by the Company hereunder. Notwithstanding the foregoing, the Company shall not be required to (A) furnish, or provide any access to, any information to any Person not a party to, or otherwise covered by, the Confidentiality Agreement or a similar agreement with the Company with respect to such information or (B) provide access to or furnish any information if doing so would violate any Contract, or where such access to information would involve the waiver or loss of an attorney-client or work product privilege so long as the Company has reasonably cooperated with Parent to permit such inspection of, or to disclose such, information on a basis that does not violate such Contract or compromise or waive such privilege with respect thereto; provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to any information disclosed pursuant to this Section 6.04, Parent and Merger Subsidiary shall comply with, and shall instruct their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement or any similar agreement entered into between the Company and any Person to whom the Company or any of is Representative provides information pursuant to this Section 6.04, and all information disclosed to Parent, Merger Subsidiary or any of their respective Representatives pursuant to this Section 6.04 shall be subject to the terms of the Confidentiality Agreement. The confidentiality obligations set forth in the Confidentiality Agreement shall continue in full force and effect in accordance with its terms until the earlier of the Effective Time or the expiration of the Confidentiality Agreement according to its terms.

Access to Information. The Company (a) From and WW shall afford Parent and its accountants, counsel and other representatives, reasonable access during normal business hours during after the period prior to date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, the Company will (i) give Parent and Purchaser and their authorized Representatives reasonable access (during regular business hours upon reasonable notice) to (a) all propertiessuch employees, offices, and other facilities and to such books, contracts, commitments, commitments and records and auditors (including Tax Returns) of the Company as Parent may reasonably request and instruct the Company, WW ’s independent public accountants to provide access to their work papers and the Subsidiaries, and (b) all such other information concerning as Parent or Purchaser may reasonably request, (ii) permit Parent and Purchaser to make such inspections as they may reasonably require, (iii) furnish Parent and Purchaser with such financial and operating data and other information with respect to the Business and the business, properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) Company as Parent or Purchaser may from time to time reasonably request; provided request and (iv) furnish promptly to Parent and Purchaser a copy of each report, schedule and other document filed or received by the Company during such period pursuant to the requirements of the federal or state securities Laws, provided, however, that any photocopying the foregoing shall not require the Company to disclose or similar costs of such provide access shall be incurred at Parent's expense and to the extent that such disclosure or access will conducted at a reasonable time, under the supervision of the Stockholder's, in the Company's ’s judgment (A) contravenes applicable Law, (B) causes a waiver of an attorney-client privilege or WW's personnel and in such other privilege or loss of attorney work product protection, (C) violates a manner as confidentiality obligation to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere any Person or (D) interferes unreasonably with the normal operation business and operations of the business of Company. Notwithstanding the Company or WW. Parent shall afford Stockholderforegoing, the Company shall use commercially reasonable efforts from and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to after the date of this Agreement; provided that any photocopying Agreement until the earlier of the Effective Time or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality termination of this Agreement in accordance with its terms to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Laws, agreements or duty and information shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the transactions contemplated hereby and not to interfere unreasonably extent that the Company determines is reasonably required for the purpose of complying with the normal operation of HSR Act, the business of Parent. Parent and Xxxxxxx Act, the Stockholder acknowledge and agree that all information received from or on behalf of Xxxxxxx Act, the Parent, Company, WW FTC Act or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such informationForeign Antitrust Law. No information or knowledge obtained by Parent in any investigation pursuant to this Section 5.4 5.03(a) shall affect or be deemed to modify any representation or warranty contained hereinmade by the Company hereunder.

Access to Information. The (a) From the date hereof to the Closing Date or the earlier termination of this Agreement, the Company and WW shall Parent shall, to the extent consistent with applicable Law (including antitrust Law), afford Parent the other party hereto and its accountants, counsel and other representatives, Representatives reasonable access during normal business hours during the period prior hours, upon reasonable notice, to the Effective Time to (a) all propertiesits officers, booksemployees, contractsagents, commitments, records properties and auditors of the Company, WW offices and the Subsidiariesofficers, and (b) all other information concerning the Business and the employees, agents, properties and personnel offices of the Companyits Subsidiaries and to their books and records. In exercising its rights hereunder, WW each party shall (and the Subsidiaries (subject to restrictions imposed by applicable lawshall cause each of its Representatives to) conduct itself so as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with in the normal operation conduct of the business of the Company other party hereto and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or WWagents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Parent Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates shall afford Stockholderbe required to disclose to the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and WW, Parent shall use commercially reasonable efforts to cooperate and their respective accountants, counsel and other representatives, access during normal business hours during the period prior explore in good faith whether a method could be used to the Effective Time to the senior executive management team of Parent to the same extent as permit disclosure by such access was provided prior to the date of this Agreement; provided that any photocopying party or similar costs of its Representatives without waiving such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinprivilege.

Access to Information. The Company and WW shall afford Parent and its accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to the Effective Time to (a) all propertiesExcept in the case of an adversarial Action by one Party against the other Party (which shall be governed by such discovery rules as may be applicable thereto), bookseach of Cohesant and Spinco, contracts, commitments, records and auditors on behalf of the Company, WW Cohesant Entities and the SubsidiariesSpinco Entities, respectively, agrees to provide, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, subject to applicable Laws relating to the exchange of information, and (b) all other information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and only in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and that does not to interfere unreasonably with the normal operation cause unreasonable disruption of the business of such Person, any Information in the Company possession or WW. Parent shall afford Stockholder, under the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs control of such access shall be incurred at Stockholder's expense and Person that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, requesting party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained requesting party (including under applicable securities Laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any investigation pursuant other judicial, 20 regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or other similar requirements or (iii) to comply with its obligations under this Section 5.4 Agreement or any other Transaction Agreement; provided, however, that (A) the requesting Person shall affect agree in writing to keep any Information that incorporates proprietary, confidential or privileged information of the providing Person confidential, except to the extent that such records or documents are required to be deemed disclosed by Law or legal process, (B) each Party agrees to modify notify the providing Person of any representation Action whereby such requesting Person might be required to disclose proprietary, confidential or warranty privileged information, so that the providing Person may seek a protective order in any such Action, (C) in the event that any Party determines that any such provision of information could be commercially detrimental, violate any Law or provision of any material Contract, or waive any attorney-client privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence, (D) if information other than that pertaining to the Business or the GlasCraft Business is contained hereinin such records, Cohesant and Spinco shall either agree that such information may be omitted or redacted by the providing Person, or shall enter into appropriate secrecy commitments to protect such information and (E) this Article IV shall not apply to matters relating to Taxes which shall be exclusively governed by the Tax Matters Agreement. Cohesant and Spinco intend that any transfer of Information that would otherwise be within the attorney-client privilege shall not operate as a waiver of any potentially applicable privilege.

Access to Information. The Company Subject to applicable Laws, from the date of this Agreement until the Closing, Seller will, and WW shall afford Parent will cause its Subsidiaries to, give Buyer and its accountantsRepresentatives reasonable access to (i) all of the Acquired FH Assets and FH Assets and assets of the Transferred FH Companies and their Closing Subsidiaries, counsel Real Property, the Transferred FH Books and Records and to such personnel, offices and other representatives, reasonable access during normal business hours during the period prior to the Effective Time to (a) all properties, books, contracts, commitments, records facilities and auditors properties of the Company, WW Transferred FH Companies and the Subsidiaries, their Closing Subsidiaries and (b) all to furnish such other information concerning the Business and the properties and personnel in respect of the Company, WW and operation of the Subsidiaries (subject to restrictions imposed by applicable law) FH Business as Parent Buyer may reasonably request; provided provided, that all requests for access pursuant to this Section 5.2 shall be made in writing and shall be directed to and coordinated with the Vice President, Investor Relations, Colfax Corporation, or such person or persons as he/she shall designate; provided, further, that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder'supon reasonable advance notice to Seller, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the any business of the conducted by any Transferred FH Company or WW. Parent shall afford Stockholderits Closing Subsidiaries; provided, the Company and WWfurther, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as that any such access was provided prior to the date or information request shall not involve any Phase 2 environmental assessment or other invasive sampling, investigation or work of this Agreement; provided that any photocopying or similar costs of kind. All such information and access shall be incurred at Stockholder's expense subject to the terms and that such access will conducted at a reasonable time, under the supervision conditions of Parent's personnel and in such a manner as to maintain the confidentiality agreement dated May 8, 2017 between Buyer and Seller (the “Confidentiality Agreement”). Notwithstanding the foregoing, Seller and its Subsidiaries shall not be required to provide any such information (i) as and to the extent it relates to the Excluded Businesses, the Excluded Assets or the Retained Liabilities, (ii) if the Seller or any of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation its Subsidiaries believes in good faith that doing so presents a significant risk, based on advice of outside counsel of resulting in a loss of the business ability to successfully assert a claim of Parent. Parent and the Stockholder acknowledge and agree that all information received from Privilege or on behalf of the Parent, Company, WW (iii) if Seller or any Subsidiary in connection with of its Subsidiaries, on the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shallone hand, and shall cause their respective affiliates and representativesBuyer or any of its Subsidiaries, to comply with on the provisions of such Confidentiality Agreement other hand, are adverse parties in a litigation (other than a litigation with respect to this Agreement) and such information. No information or knowledge obtained is reasonably pertinent thereto; provided, further, that, in any investigation pursuant the case of clause (ii) above, the parties hereto shall reasonably cooperate in seeking to this Section 5.4 shall affect or be deemed find a way to modify any representation or warranty contained hereinallow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege.

Access to Information. The Company Subject to Applicable Law and WW shall afford Parent and its accountantsapplicable contractual restrictions, counsel and other representatives, reasonable access during normal business hours during from the period prior date hereof to the Effective Time or the earlier termination of this Agreement, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours, to (a) all its properties, books, contractsContracts, commitmentspersonnel, Tax Returns and records and auditors (including via remote or electronic means). The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the Companydate hereof, WW (b) to provide access to or otherwise make available or furnish any information if and to the Subsidiariesextent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b) all other information concerning ), that the Business and the properties and personnel Company shall give notice to Parent of the Companyfact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), WW the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the Subsidiaries extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (subject to restrictions imposed by applicable lawd) as determined by the Company in consultation with Parent may reasonably request; provided that in good faith, jeopardize the health and safety of any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision employee of the Stockholder's, the Company's or WW's personnel and Company of its Subsidiaries in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation light of the business COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or WW. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team any of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary its Subsidiaries in connection with the Merger or any of the other transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shallby this Agreement, and shall cause their respective affiliates and representatives, provide the Company with an opportunity to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained participate in any investigation such discussions. All requests for information made pursuant to this Section 5.4 6.05 shall affect be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be deemed to modify any representation or warranty contained hereinkept confidential in accordance with the Confidentiality Agreement.

Access to Information. The Company shall, and WW shall cause each of its Subsidiaries to, afford the Representatives of Parent and its accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to its and its Subsidiaries’ properties, books and records (including Tax records and information to the Effective Time extent reasonably necessary to (aconfirm disclosures in the Proxy Statement) all properties, books, contracts, commitments, records and auditors of the Company, WW and the Subsidiariespersonnel, and (b) shall furnish, and shall cause to be furnished, as promptly as reasonably practicable to Parent consistent with its legal obligations and obligations pursuant to Contracts all other information concerning the Business Company’s and the its Subsidiaries’ business, properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided provided, however, that any photocopying or similar costs of (a) such access shall not unreasonably interfere with the business or operations of the Company and its Subsidiaries, (b) the Company shall not be incurred at obligated to provide such access or information if the Company determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third party, jeopardize the protection of the attorney-client or any other privilege, or expose such party to risk of liability for disclosure of sensitive or personal information (any such information, the “Restricted Information”) (provided that in such instances the Company shall inform Parent of the general nature of the access or information being withheld and, upon Parent's expense ’s request, reasonably cooperate with Parent to provide such access or information in a manner that would not result in any of the outcomes described in the foregoing clause (b)) and (c) the Company will be permitted to redact any information or documentation provided to the extent that such information or documentation includes competitively or commercially sensitive information; provided, further, that the Company may restrict the foregoing access will to those Persons who have entered into or are bound by a confidentiality agreement with it or who are Representatives of Parent that are permitted to have access to such information in accordance with the terms of the Confidentiality Agreement, and to the extent required by applicable Law or Contract to which the Company or its respective Subsidiaries is a party. In conducting any inspection of any properties of the Company and its Subsidiaries, Parent and its Representatives shall not (i) unreasonably interfere with the business conducted at a reasonable timesuch property or (ii) damage any property or any portion thereof. Prior to the Effective Time, under Parent and its Representatives shall not have the supervision right to conduct environmental testing or sampling at any of the Stockholder's, the Company's facilities or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business properties of the Company or WWany of its Subsidiaries. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all All information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 6.4 (or otherwise pursuant to this Agreement) shall affect continue to be governed by the Confidentiality Agreement which shall remain in full force and effect in accordance with its terms. Nothing in this Section 6.4 shall require the Company to permit the inspection of, or be deemed to modify disclose, any representation Acquisition Proposals (except as required by Section 6.3) or warranty contained hereinany information regarding or related to the deliberations of the Board of Directors of the Company with respect to the transactions contemplated by this Agreement, the entry into the Agreement or any materials provided to the Board of Directors of the Company in connection therewith.

Access to Information. The From the date hereof until the Effective Time, and subject to Applicable Law, upon reasonable notice during normal business hours, the Company shall (and shall cause its Subsidiaries to) use commercially reasonable efforts to (i) subject to reasonable logistical restrictions as a result of COVID-19 or any COVID-19 Measures, give Parent, its officers, directors, employees, investment bankers, attorneys, lenders, underwriters, accountants, consultants or other agents, advisors or other representatives (“Representatives”) reasonable access to the Company’s Representatives and its offices, properties, assets, books, records, work papers and other documents (including existing financial and operating data) related to the Company and WW shall afford its Subsidiaries and (ii) furnish to Parent and its accountantsRepresentatives such existing information as such Persons may reasonably request within a reasonable time of such request, counsel and other representativesincluding, reasonable at Parent’s expense, copies of such existing information; provided, that neither the Company nor any of its Subsidiaries shall be required to provide access during normal business hours during or disclose information where such access or disclosure (x) would, in each case, upon the period prior to advice of legal counsel, jeopardize the Effective Time to (a) all properties, books, contracts, commitments, records and auditors attorney-client privilege of the CompanyCompany or any of its Subsidiaries or violate any Applicable Law or Contract, WW and or (y) relates to any Acquisition Proposal (unless such information is required to be disclosed in accordance with Section 6.03). Notwithstanding the Subsidiariesforegoing, and Parent shall not (bA) all have access to personnel records of the Company or any of its Subsidiaries relating to individual performance or evaluation records, medical histories or other information concerning which is sensitive or the Business and disclosure of which could subject the properties and personnel Company or any of its Subsidiaries to risk of liability, or (B) conduct or cause to be conducted any sampling, testing or other invasive investigation of the Companyair, WW and soil, soil gas, surface water, groundwater, building materials or other environmental media at any real property or facility owned, leased or operated by the Subsidiaries (subject Company or any of its Subsidiaries. Any investigation pursuant to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access this Section shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation conduct of the business of the Company or WW. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such informationits Subsidiaries. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinmade by the Company hereunder. Notwithstanding the foregoing, in the case of any information that in the reasonable, good faith judgement of the Company is competitively sensitive, such information shall be provided to Parent pursuant to a “clean room” arrangement agreed between the parties that is intended to permit the sharing of such information in compliance with Applicable Laws. The information provided pursuant to this Section 6.02 shall be kept confidential by the recipient thereof in accordance with the Confidentiality Agreement. The Confidentiality Agreement shall terminate as of the Effective Time.

Access to Information. The Company Subject to applicable Law and WW any applicable Order, between the date of this Agreement and the earlier of the Closing and the termination of this Agreement pursuant to Article VII, upon reasonable notice, Parent shall, and shall cause its Subsidiaries to, afford Parent to Buyer and its accountants, counsel and other representatives, Representatives reasonable access during normal business hours during the period prior to the Effective Time to properties and Business Records (a) all properties, books, contracts, commitments, records and auditors other than any of the Companyforegoing to the extent related to the negotiation and execution of this Agreement, WW and any other Transaction Document or the SubsidiariesTransactions or any proposals to or from other parties relating to any competing or alternative transactions) of the Business, and (b) all other Parent shall, and shall cause its Subsidiaries to, furnish promptly to Buyer and its Representatives such information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent Buyer may reasonably request; provided that Buyer and its Representatives shall conduct any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and activities in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation business or operations of Parent and its Subsidiaries; provided, however, that (x) Parent and its Subsidiaries shall not be obligated to provide such access or information if Parent determines, in its reasonable judgment, that doing so would reasonably be expected to (i) result in the business disclosure of trade secrets or competitively sensitive information to third parties, (ii) violate applicable Law, an applicable Order or a Contract or obligation of confidentiality owing to a third party, (iii) jeopardize the Company protection of an attorney-client privilege, attorney work product protection or WW. other legal privilege, (iv) be adverse to the interests of Parent or any of its Subsidiaries in any pending or threatened Action or (v) expose Parent or any of its Subsidiaries to risk of liability for disclosure of sensitive, personal or other information, (y) any physical access may be limited to the extent Parent 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 be expected to jeopardize the health and safety of any employee of Parent or any of its Subsidiaries and (z) Parent and its Subsidiaries shall afford Stockholdernot be required to provide any such access or information to the extent unrelated to the Business or the Transactions; provided, further, that in the case of clause (x)(ii) or (x)(iii) above, the Company parties shall reasonably cooperate in seeking an alternative means whereby Buyer and WW, and their respective accountants, counsel and other representatives, its Representatives are provided access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and information in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and that does not to interfere unreasonably with the normal operation of the business of Parentviolate such Law, Order, Contract or obligation or jeopardize such privilege or protection. Parent and the Stockholder acknowledge and agree that all All requests for information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation made pursuant to this Section 5.4 4.03 shall affect be directed to the Person designated by Parent. Until the Closing, all information provided to Buyer or its Representatives pursuant to this Section 4.03 will be deemed subject to modify any representation or warranty contained hereinthe terms of the letter agreement dated as of July 12, 2021 by and among Parent and WME IMG Global LLC (the “Confidentiality Agreement”).

Access to Information. The Subject to the last sentence of this Section 6.04, from the date hereof until the Effective Time and subject to Applicable Law and the Confidentiality Agreement, upon reasonable written prior notice, the Company and WW shall afford Parent and (i) give to Parent, its accountantscounsel, counsel financial advisors, auditors and other representatives, authorized Representatives reasonable access during normal business hours during the period prior to the Effective Time to (a) all offices, properties, books, contracts, commitments, books and records and auditors of the Company, WW Company and the its Subsidiaries, (ii) furnish 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 and (biii) all instruct its employees, counsel, financial advisors, auditors and other information concerning the Business and the properties and personnel authorized Representatives to cooperate with Parent in its investigation of the Company, WW Company and the Subsidiaries (subject its Subsidiaries. Any investigation pursuant to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access this Section 6.04 shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation conduct of the business of the Company or WW. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such informationits Subsidiaries. No information or knowledge obtained in any investigation pursuant to this Section 5.4 6.04 shall affect or be deemed to modify any representation or warranty contained hereinmade by any party hereunder. Notwithstanding anything herein to the contrary, under no circumstances shall the Company, its Subsidiaries or their respective Representatives be required to furnish any person with, or be required to provide access to any person to, information about the Company or any of its Subsidiaries that is prohibited by any Applicable Law or contractual restraint enforceable upon the Company or any of its Subsidiaries, or where such access to information would reasonably be expected to involve the waiver of any attorney-client privilege; provided that, in each such case, the Company shall use commercially reasonable efforts to obtain any required consent or develop alternative arrangements (including, in the case of access that would reasonably be expected to involve the waiver of any attorney-client privilege, entry into a joint defense agreement) reasonably acceptable to the Company and Parent so that such information can be furnished to Parent in a manner that does not violate any Applicable Law or contractual restraint or involve the waiver of any attorney-client privilege.

Access to Information. The Company From the date of the Original Agreement until the Closing, upon reasonable notice, Sellers shall and WW shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) afford Parent Buyer and its accountantsauthorized representatives reasonable access to the offices, counsel properties and books and records of the Business, and (ii) furnish to the officers, employees, and authorized agents and representatives of Buyer such additional financial and operating data and other representativesinformation regarding the Business (or copies thereof) as Buyer may from time to time reasonably request, reasonable in each case, solely for purposes of Buyer’s integration planning; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours during the period prior to the Effective Time to (a) all properties, books, contracts, commitments, records and auditors of the Company, WW and the Subsidiaries, and (b) all other information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable timehours, under the supervision of the Stockholder'sSellers’ personnel, the Company's or WW's personnel and in such a manner as not to maintain interfere with the confidentiality normal operations of the Business and may be limited to the extent such access, in light of COVID-19 or COVID-19 Measures, would jeopardize the health and safety of any of their respective employees or other Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement and Agreement. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby and are not to interfere unreasonably with the normal operation of the business of the Company consummated, (ii) jeopardize any attorney-client or WW. Parent shall afford Stockholderother legal privilege or (iii) contravene any applicable Laws, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided fiduciary duty or binding agreement entered into prior to the date of this the Original Agreement; provided . Notwithstanding the foregoing, (A) Buyer shall not have access to (x) personnel records of the Transferred Employees relating to individual performance or evaluation records, medical histories or other information that in Sellers’ opinion (in their sole discretion) is sensitive or the disclosure of which could subject Sellers to risk of liability, (y) any photocopying real property owned or similar costs leased by Sellers for purposes of such access conducting any invasive or intrusive environmental sampling or testing or (z) any information to the extent relating to any Excluded Asset, Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to the Business and (B) Sellers shall be incurred at Stockholder's expense have the right to withhold any information relating to the sale process of the Business and that such access will conducted at a reasonable time, under the supervision of Parent's personnel information and analysis relating thereto. Buyer shall hold in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably confidence all information so obtained in accordance with the normal operation of the business of ParentConfidentiality Agreement. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in In connection with Buyer, its Affiliates and their respective Representatives carrying out the transactions activities contemplated hereby prior to the Closing under this Section 6.04, Buyer shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shallexercise reasonable care, and shall cause its Affiliates and their respective affiliates Representatives to use reasonable care, and representativesto not cause any damage to the properties, to comply with the provisions assets or offices of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinSellers.

Access to Information. The Company (a) Upon reasonable notice and WW subject to applicable laws relating to the exchange of information, each party shall, and shall cause each of its Subsidiaries to, afford Parent and its to the officers, employees, accountants, counsel and other representativesrepresentatives of the other party, reasonable access access, during normal business hours during the period prior to the Effective Time Time, to (a) all its properties, books, contracts, commitments, records and auditors of the Companyrecords, WW and the Subsidiariesofficers, and (b) all other information concerning the Business and the properties and personnel of the Companyemployees, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of the Company or WW. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representativesrepresentatives and, access during normal business hours during the period prior such period, it shall, and shall cause its Subsid- iaries to, make available to the Effective Time other party all information concerning its business, properties and personnel as the other party may reasonably request; provided, that nothing herein shall require Newcourt or any of the Newcourt Subsidiaries to disclose any information to CIT that would cause significant competitive harm to Newcourt or its affiliates if the transactions contemplated by this Agreement are not consummated (the "Restricted Information"); provided further, however, that each of the individuals listed in Section 7.2 of the Newcourt Disclosure Schedule shall be permitted access to the senior executive management team Restricted Information of Parent Newcourt if, but only if, such individual has executed and delivered to Newcourt an agreement (a) to be bound by the same extent as Confidentiality Agreement and (b) not to disclose to any other person the Restricted Information. CIT shall cause each such individual to comply strictly with the terms of such agreement to which such individual is a party and CIT shall be responsible for any failure by any such individual to comply with the terms of such agreement. Neither party nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access was provided or disclosure would violate the rights of its customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement; provided that . The parties hereto will use their reasonable best efforts to (x) mitigate any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received restrictions pursuant to the Confidentiality Agreement dated as of May 19, 2000 preceding sentence and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of (y) make appropriate substitute disclosure arrangements under circumstances in which such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or restrictions cannot be deemed to modify any representation or warranty contained hereinso mitigated.

Access to Information. The Company and WW shall afford Parent and its accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to the Effective Time to (a) all properties, books, contracts, commitments, records and auditors Between the date of the Company, WW this Agreement and the SubsidiariesClosing Date, Seller will, during ordinary business hours and upon reasonable notice, (bi) all give Buyer and Buyer’s Representatives reasonable access to the Purchased Assets to which Buyer is not denied access by Law and to which Seller has the right to grant access without the consent of any other information concerning Person (and in the Business case where consent of another Person is required, only on such terms and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions conditions as may be imposed by applicable lawsuch other Person); (ii) permit Buyer to make such reasonable inspections thereof as Parent Buyer may reasonably request; provided (iii) furnish Buyer with such financial and operating data and other information with respect to the Purchased Assets as Buyer may from time to time reasonably request; and (iv) furnish Buyer with a copy of each material report, schedule, or other document primarily relating to the Purchased Assets filed by Seller with, or received by Seller from, any Governmental Entity; provided, however, that (A) any photocopying or similar costs of such access shall investigation will be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business Purchased Assets, (B) Buyer will indemnify and hold harmless Seller from and against any Losses caused to Seller by any action of Buyer or Buyer’s Representatives while present on any of the Company Purchased Assets or WW. Parent shall afford Stockholderother premises to which Buyer is granted access hereunder (including restoring any such premises to the condition substantially equivalent to the condition such premises were in prior to any such investigation), (C) Seller will not be required to take any action which would constitute a waiver of the Company and WWattorney-client privilege, and their respective accountants(D) Seller need not supply Buyer with any information which Seller is under a contractual or other legal obligation not to supply; provided, counsel and other representativeshowever, access during normal business hours during the period prior if Seller relies upon clauses (C) or (D) as a basis for withholding information from disclosure to Buyer, to the Effective Time fullest extent possible without causing a waiver of the attorney-client privilege, or a violation of a contractual or legal obligation, as the case may be, Seller will provide Buyer with a description of the information withheld and the basis for withholding such information and will otherwise use commercially reasonable efforts to obtain a waiver of such obligation and to the senior executive management team of Parent extent such waiver is not obtained, take other commercially reasonable efforts to otherwise provide such information or a summary thereof to Buyer. Notwithstanding anything in this Section 7.2 to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable timecontrary, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing Date, Buyer shall be deemed not have the right to be received pursuant to perform or conduct any environmental investigation, sampling or testing at, in, on, or underneath any of the Confidentiality Agreement dated as Purchased Assets, including, but not limited to, any visual inspections and site visits commonly included in the scope of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained herein“Phase 1” level environmental inspections.

Access to Information. The Company and WW shall afford Parent and its accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to the Effective Time to (a) all propertiesPrior to the Closing Date, booksupon reasonable notice to the Company (and, contracts, commitments, records and auditors with respect to sensitive information of the Company, WW its Subsidiaries and the Affiliated Medical Practices with respect to their respective operations or business opportunities directly competitive with Parent or any of Parent’s Subsidiaries, and (b) all other information concerning upon the Business and the properties and personnel consent of the Company, WW not to be unreasonably withheld), Parent shall be entitled, through its officers, employees and representatives (including its legal advisors and accountants), to make such investigation of the properties, businesses and operations of the Company, its Subsidiaries and the Affiliated Medical Practices and such examination of the books and records of the Company, its Subsidiaries (and the Affiliated Medical Practices as it reasonably requests and, at Parent’s cost and expense, to make extracts and copies of such books and records. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances and shall be subject to restrictions imposed by under applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access Law. The Company shall be incurred at Parent's expense cause the officers, employees, consultants, agents, accountants, attorneys and that such access will conducted at a reasonable time, under the supervision other representatives of the Stockholder'sCompany, its Subsidiaries and the Affiliated Medical Practices to cooperate with Parent and Parent’s representatives in connection with such investigation and examination, and Parent and its representatives shall cooperate with the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement , its Subsidiaries and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of the Company or WW. Parent shall afford Stockholder, the Company and WW, Affiliated Medical Practices and their respective accountants, counsel representatives and other representatives, access during normal business hours during the period prior shall use their reasonable efforts to minimize any disruption to the Effective Time businesses of the Company, its Subsidiaries and the Affiliated Medical Practices. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries or the Affiliated Medical Practices shall be required to the senior executive management team of Parent provide access to the same extent as or to disclose information where such access was provided or disclosure would (i) violate or prejudice the rights of its customers, (ii) waive the attorney-client privilege of the institution in possession or control of such information, (iii) contravene any Law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement in the Ordinary Course of Business or (iv) be adverse to the interests of the Company, any of its Subsidiaries or any of the Affiliated Medical Practices in any pending or threatened litigation between the parties hereto over the terms of this Agreement; provided that any photocopying or similar costs for purposes of such access shall be incurred at Stockholder's expense clauses (i), (ii) and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder(iii) above, the Company and WW shallhas used its commercially reasonable efforts to provide the requested information in a way that would not result in such violation, and shall cause their respective affiliates and representativeswaiver or contravention, to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinas applicable.

Access to Information. The Company From and WW after the date hereof until the Closing and subject to applicable Law, Advisor Parent shall, and shall direct each of its Affiliates, Subsidiaries and Representatives to, afford Parent to GNL, RTL and its accountantstheir respective Representatives access, counsel and other representatives, reasonable access during normal business hours during the period hours, upon reasonable advance prior to the Effective Time to (a) all properties, books, contracts, commitments, records and auditors of the Company, WW and the Subsidiaries, and (b) all other information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel written notice and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and will not to unreasonably interfere unreasonably with the normal operation conduct of the business of the Company Advisor Parties, to all properties, books and records of the Target Companies, and all other information with respect to the business of the Target Companies or WW. Parent shall afford Stockholderthe Business Assets, together with the Company opportunity to make copies (at GNL’s expense) of such books, records and WWother documents and to discuss the business of the Target Companies or the Business Assets with such members of management, officers, directors, counsel, accountants and other Representatives for the Advisor Parties as GNL, RTL and their respective accountantsRepresentatives may reasonably request in writing, counsel and the Advisor Parties shall use their commercially reasonable efforts to direct such members of management, officers, directors, counsel, accountants and other representativesRepresentatives to reasonably cooperate with GNL, RTL and their respective Representatives in connection therewith. Notwithstanding the foregoing provisions of this Section 5.9, the Advisor Parties shall not be required to, or to cause any of their Affiliates or Subsidiaries to, grant access during normal business hours during the period prior or furnish information to GNL, RTL or their respective Representatives to the Effective Time extent that (i) such access would jeopardize attorney/client or attorney work product privilege, taking into account whether GNL and/or RTL is willing to enter into a customary joint defense agreement or similar arrangement or (ii) such access or the furnishing of such information is prohibited by applicable Law. In the event the Advisor Parties do not provide access or information pursuant to clauses (i) or (ii) of the preceding sentence, Advisor Parent will provide notice to GNL and RTL that such information is being withheld, and Advisor Parent will cause such entity to use its commercially reasonable efforts to communicate, to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Subfeasible, the Stockholderapplicable information in a way that will not violate the applicable privilege or applicable Law and, the Company and WW shallif applicable, and shall cause their respective affiliates and representatives, to comply with the provisions seek a waiver of such Confidentiality Agreement with respect to such informationany applicable third-party restrictions. No All information or knowledge obtained in any investigation provided pursuant to this Section 5.4 Agreement shall affect or be deemed remain subject in all respects to modify any representation or warranty contained hereinthe letter agreement, dated April 2, 2023, by and among GNL, RTL and Advisor Parent.

Access to Information. The Company and WW shall afford Parent and its accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to the Effective Time to (a) From and after the date of this Agreement, subject to the requirements of applicable Law, the Company will (i) give Parent and Merger Sub and their authorized Representatives reasonable access (during regular business hours upon reasonable notice) to all propertiesemployees, plants, offices, warehouses and other facilities and to all books, contracts, commitments, commitments and records and auditors (including Tax returns) of the Company and its Subsidiaries and instruct the Company’s and its Subsidiaries’ independent public accountants to provide access to their work papers and such other information as Parent or Merger Sub may reasonably request, WW (ii) permit Parent and the SubsidiariesMerger Sub to make such inspections as they may reasonably require, and (biii) all cause its officers and those of its Subsidiaries to furnish Parent and Merger Sub with such financial and operating data and other information concerning with respect to the Business and the business, properties and personnel of the Company, WW Company and the its Subsidiaries (subject to restrictions imposed by applicable law) as Parent or Merger Sub may from time to time reasonably request; provided provided, that any photocopying or similar nothing herein shall obligate the Company to incur costs of and time to produce such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision information outside of the Stockholder'sordinary course of its business; provided, further, that nothing in this Agreement shall require the Company's Company or WW's personnel any of its Subsidiaries to permit any inspection or disclose any information to Parent that would cause a violation of any Allowed Contract, would cause a risk of a loss of privilege to the Company or any of its Subsidiaries, would constitute a violation of applicable Laws, that is competitively sensitive information or to permit the other party or any of its Representatives to perform any onsite procedure with respect to any of its or its Subsidiaries’ properties; provided, further, that the Company shall take any and all reasonable action necessary to permit such disclosure without such loss of privilege or violation of agreement or Law. Parent hereby agrees that it shall treat any such information in such a manner as to maintain accordance with the confidentiality Confidentiality Agreement. Notwithstanding any provision of this Agreement and to the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of the Company or WW. Parent shall afford Stockholdercontrary, the Company and WW, and their respective accountants, counsel and other representatives, shall not be obligated to grant any access during normal business hours during or make any disclosure in violation of applicable Laws or regulations or if it would unreasonably interfere with the period prior to conduct of the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date Company’s business. The Confidentiality Agreement shall survive any termination of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained herein.

Access to Information. The From the date of this Agreement until the Closing, upon reasonable notice, the Company and WW shall (i) afford Parent and its accountants, counsel TopCo Parent and other representatives, their authorized Representatives reasonable access during normal business hours during the period prior to the Effective Time to (a) all propertiesoffices, books, contracts, commitments, properties and books and records and auditors of the Company, WW Company and the Subsidiaries, its Subsidiaries and (bii) all other furnish to the authorized Representatives of Parent and TopCo Parent such additional available information concerning regarding the Business Company and the properties and personnel of the Company, WW and the its Subsidiaries (subject to restrictions imposed by applicable law) or copies thereof), as Parent may from time to time reasonably request; provided that (x) any photocopying or similar costs of such access or furnishing of information shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and during normal business hours in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to unreasonably interfere unreasonably with the normal operation of the business operations of the Company or WW. and its Subsidiaries and (y) neither TopCo Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of nor Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates Representatives not to, contact any of the customers, distributors or suppliers of any Company Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of Parent or TopCo Parent, in connection with the Contemplated Transactions, whether in person or by telephone, mail, or other means of communication, without the specific prior written authorization of the Company. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to provide any access or disclose any information to Parent and representativesTopCo Parent or their respective Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege or (B) contravene any Applicable Law or fiduciary duty; provided that the Company shall give notice to Parent of the fact that it is withholding such access or information pursuant to clauses (A) or (B) of this Section 7.02 and thereafter Parent and the Company shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to comply with be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege or contravene such Applicable Law or fiduciary duty. Notwithstanding anything to the provisions contrary in this Agreement, neither Parent, TopCo Parent nor any of such Confidentiality Agreement with respect their respective Representatives shall be allowed to such information. No information sample or knowledge obtained in analyze any investigation pursuant to this Section 5.4 shall affect soil or groundwater or other environmental media, or any building material, without the prior written consent of the Company, which consent may not be deemed to modify any representation or warranty contained hereinunreasonably withheld.

Access to Information. The From the date hereof until the Closing or the termination of this Agreement, Seller shall, and shall cause the Company and WW shall each Subsidiary to, (a) afford Parent Buyer and its accountantsRepresentatives reasonable access, counsel and other representatives, reasonable access during normal business hours during and upon reasonable prior notice, to and the period prior right to inspect all of the Real Property, properties, assets, premises, books and records, Contracts and other documents and data related to the Effective Time to (a) all properties, books, contracts, commitments, records Company and auditors of the Company, WW and the its Subsidiaries, and ; (b) all furnish Buyer and its Representatives with such financial, operating and other data and information concerning related to the Business Company and the properties and personnel its Subsidiaries as Buyer or any of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent its Representatives may reasonably request; provided that and (c) instruct the Representatives of Seller and the Company to reasonably cooperate with Buyer in its due diligence investigation of the Company and its Subsidiaries. Without limiting the foregoing, Seller shall permit Buyer and its Representatives to conduct environmental due diligence of the Company and its Subsidiaries and the Real Property, including the collecting and analysis of samples of indoor or outdoor air, surface water, groundwater or surface or subsurface land on, at, in, under or from the Company and its Subsidiaries and the Real Property, provided, that, Buyer shall not conduct any photocopying invasive testing without Seller’s prior written consent (which shall not be unreasonably withheld, delayed or similar costs of conditioned) and Buyer shall restore the Real Property to the same condition it was in immediately prior to such access testing at Buyer’s sole cost and expense. Any investigation pursuant to this Section 4.02 shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation conduct of the business of the Company Seller or WW. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as consistent with applicable Law and provisions of leases or other Contracts applicable to maintain the confidentiality of this Agreement such investigations, if any. Buyer shall and the transactions contemplated hereby and not shall cause its Representatives to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that hold all information received from or on behalf of Seller, the Parent, Company, WW Company or any Subsidiary Subsidiary, directly or indirectly, in connection with confidence in accordance with, and shall otherwise abide by and be subject to, the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the terms and conditions of that certain Mutual Confidentiality Agreement and Non-Disclosure Agreement, dated as of May 19March 13, 2000 2014 between Buyer and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinSeller.

Access to Information. The Company and WW shall afford Parent and its accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to the Effective Time to (a) all From the date hereof until the Closing Date, upon reasonable notice, the Company shall, and shall cause each Subsidiary (and to the extent it has the power to do so, each Joint Venture) and each of their respective officers, directors, employees, agents, representatives, accountants and counsel, to (i) afford the Purchaser and its authorized representatives reasonable access to the offices, properties, books, contracts, commitments, books and records and auditors key employees of the Company, WW each Subsidiary and the Subsidiariesany Joint Venture and (ii) furnish to those officers, employees, and (b) all authorized agents and representatives of the Purchaser who reasonably have a need to know such additional financial and operating data and other information concerning regarding the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable lawor copies thereof) as Parent the Purchaser may from time to time reasonably request; provided provided, however, that any photocopying or similar costs of such access or furnishing of information shall be incurred at Parent's expense and that such access will conducted at a reasonable timethe Purchaser’s expense, during normal business hours, under the supervision of the Stockholder's, the Company's or WW's Seller’s personnel and in such a manner as not to maintain unreasonably interfere with the confidentiality normal operations of the Business. The Purchaser acknowledges and agrees that all notices of requests by the Purchaser or its authorized representatives for (i) access to offices, properties or books or records of the Company, any Subsidiary or any Joint Venture or (ii) additional financial and operating data or other information regarding the Business shall be directed solely to the Chief Financial Officer of the Company, and the Purchaser shall not direct any such notice to any other officer, director, employee, agent, representative, accountant or counsel of the Company, any Subsidiary or any Joint Venture without the written consent of the Chief Financial Officer of the Company. Notwithstanding anything to the contrary in this Agreement and Agreement, the Seller shall not be required to disclose any information to the Purchaser if such disclosure would, in the Seller’s sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby and are not to interfere unreasonably with the normal operation of the business of the Company consummated, (ii) jeopardize any attorney-client or WW. Parent shall afford Stockholderother legal privilege or (iii) contravene any applicable Laws, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided fiduciary duty or binding agreement entered into prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinhereof.

Access to Information. The (a) From the date hereof until the Closing Date, upon reasonable prior notice (or, with respect to access to employees, as may otherwise be agreed to by the parties), the Seller and the Parent shall, and shall cause each of the Company and WW shall the Transferred Subsidiaries and any such Person’s respective Representatives to, (i) afford Parent the Acquiror and its accountantsthe Representatives of the Acquiror reasonable access, counsel and other representatives, reasonable access during normal business hours during the period prior hours, to the Effective Time to (a) all offices, properties, books, contractsdata, commitmentsfiles, information, records and auditors employees of the Seller, the Parent and their respective Affiliates in respect of the Company, WW the Transferred Subsidiaries and the SubsidiariesBusiness, (ii) furnish to the Representatives of the Acquiror such additional financial data, investment activity reports and (b) all other information concerning regarding the Company, the Transferred Subsidiaries and the Business and their personnel as the properties Acquiror or its Representatives may from time to time reasonably request and personnel (iii) reasonably cooperate with, and assist, the Acquiror and the Representatives of the Company, WW and Acquiror in connection with the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and actions contemplated in such a manner as to maintain the confidentiality Section 7.01 of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of Acquiror’s preparation to integrate the business of Company, the Transferred Subsidiaries and the Business and their personnel into the Acquiror’s organization following the Closing to the extent any such Person’s or such Person’s respective Representatives’ assistance and expertise is reasonably requested in connection therewith; provided, however, that nothing herein shall require either the Seller, the Parent, the Company or WWany of the Transferred Subsidiaries, or any such Person’s respective Representatives, to disclose any information to the Acquiror or the Representatives of the Acquiror or take any action that would cause a violation of any Contract to which the disclosing party or any of its Affiliates is a party, would cause a risk of loss of legal privilege to the party disclosing such data or information or any of its Affiliates, or would constitute a violation of applicable Law or obligations to customers, so long as the Seller, the Parent, the Company and/or the Transferred Subsidiary, and/or such Person’s Representative, as the case may be, shall have used its commercially reasonable efforts to provide such information and protect such privacy and any personal data without violation of applicable Law or obligations to customers; provided, further, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Seller, the Parent, the Company, the Transferred Subsidiaries or any of their respective Affiliates; provided, further, that the auditors and independent accountants of the Seller, the Parent, the Company or the Transferred Subsidiaries shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary Auditor’s Letter relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. The Seller and the Parent shall, and shall afford Stockholdercause the Company and the Transferred Subsidiaries, to promptly provide any consent requested by their respective independent accountants in connection with such access. If so reasonably requested by the Seller or the Parent, the Acquiror shall enter into a customary joint defense agreement with any one or more of the Seller, the Parent, the Company and WWthe Transferred Subsidiaries with respect to any information to be provided to the Acquiror pursuant to this Section 6.03(a). Any information provided pursuant to this Section 6.03(a) shall be subject to the Confidentiality Agreements. The Acquiror shall reimburse the Seller, the Parent and their respective accountantsAffiliates, counsel in cash, promptly for any reasonable and other representatives, access during normal business hours during necessary third party out-of-pocket expenses incurred by the period prior to the Effective Time to the senior executive management team of Parent to the same extent as Seller and its Affiliates and any such access was provided prior to the date of this Agreement; provided that Person’s Representatives in complying with any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from request by or on behalf of the Parent, Company, WW Acquiror or any Subsidiary its Representatives in connection with this Section 6.03(a). The Acquiror shall indemnify and hold harmless the transactions contemplated hereby prior Seller, the Parent, and their respective Affiliates from and against any Losses that may be incurred by any of them arising out of or related to the Closing shall be deemed Acquiror’s use, storage or handling of (A) any personally identifiable information relating to be received Employees, Brokers, policyholders or customers of the Company or any of the Transferred Subsidiaries and (B) any other information that is protected by applicable Law (including privacy Laws) or Contract and to which the Acquiror or any of its Affiliates or Representatives is afforded access pursuant to the Confidentiality Agreement dated as terms of May 19this Agreement, 2000 and Parent, Metal Merger Sub, WW Merger Sub, solely to the Stockholder, extent any such Losses are the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with result of the provisions of such Confidentiality Agreement with respect to such information. No information Acquiror’s actions or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinomissions.

Access to Information. The From the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, and subject to Applicable Law, Data Privacy and Security Requirements, the terms of the Confidentiality Agreement, dated as of October 2, 2023, between the Company and WW shall afford Parent, as amended on the date hereof (the “Confidentiality Agreement”), the terms of the Clean Team Confidentiality Agreement, dated as of December 11, 2023, between the Company and Parent (the “Clean Team Agreement”), the Common Interest Agreement, dated as of December 21, 2023, between the Company and Parent (the “Common Interest Agreement”), and the Data Transfer Agreement, dated as of December 20, 2023, between the Company and Parent (the “Data Transfer Agreement”), upon reasonable advance notice, the Company shall, at Parent’s sole cost and expense (with respect to the Company’s reasonable, documented, out-of-pocket costs and expenses incurred in connection herewith): (a) give Parent, its accountantscounsel, counsel financial advisors, auditors and other representatives, authorized Representatives reasonable access during normal business hours during of the period prior Company to the Effective Time to (a) all offices, properties, books, contracts, commitments, books and records and auditors of the Company, WW Company and the its Subsidiaries, and ; (b) all furnish to Parent, its counsel, financial advisors, auditors and other authorized Representatives such financial and operating data, personnel records, human resources data and other information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs and (c) cause the employees, and direct counsel, financial advisors, auditors and other authorized Representatives of such access the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section 6.02 shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation conduct of the business of the Company or WW. Parent and its Subsidiaries, shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior be subject to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense Company’s reasonable security measures and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, insurance requirements and shall cause their respective affiliates and representatives, not include the right to comply with the provisions of such Confidentiality Agreement with respect to such informationperform any “invasive” testing or inspection. No information or knowledge obtained in any investigation pursuant to this Section 5.4 6.02 shall affect cure any breach of, or non-compliance with, any other provision of this Agreement or limit the remedies available to any party. Notwithstanding the foregoing provisions of this Section 6.02, and without limiting Section 6.03, nothing in this Section 6.02 shall require the Company to grant access to, or to disclose or make available, any documents or information to Parent or any other Person if such access or disclosure would (w) relate to an Acquisition Proposal, an Adverse Recommendation Change, a Superior Proposal or an Intervening Event (except to the extent required pursuant to Section 6.03), (x) jeopardize any attorney-client privilege, work-product doctrine or other applicable legal privilege (so long as the Company has reasonably cooperated with Parent to permit access to or disclosure of such information on a basis that does not waive such privilege or protection with respect thereto), (y) contravene or result in a violation, default or breach of any Applicable Law or (z) such access or disclosure would result in the disclosure of any trade secret to a third party. Information disclosed pursuant to this Section 6.02 may be deemed disclosed subject to modify any representation or warranty contained hereinexecution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent to the extent the Company determines doing so may be reasonably required for the purpose of complying with Applicable Law. With respect to the information disclosed pursuant to this Section 6.02, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement, the Clean Team Agreement, the Common Interest Agreement and the Data Transfer Agreement.

Access to Information. The Company and WW (a) From the date of this Agreement until the Closing, upon reasonable notice, TDCC shall use its reasonable best efforts to (i) afford Parent and its accountants, counsel and other representatives, authorized Representatives reasonable access to the offices, properties and books and records of the Business; and (ii) furnish to the authorized Representatives of Parent such additional available information regarding the Business (or copies thereof), as Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at Parent’s expense, during normal business hours during the period prior to the Effective Time to (a) all properties, books, contracts, commitments, records and auditors of the Company, WW and the Subsidiaries, and (b) all other information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable timehours, under the supervision of the Stockholder's, the Company's or WW's Dow’s personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation operations of the business Business; (y) all requests for access pursuant to this Section 7.04(a) shall be made in writing and shall be directed to and coordinated with a person or persons designated by TDCC in writing; and (z) Parent shall not, and shall cause its Representatives not to, contact any of the Company employees, customers, distributors or WW. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team suppliers of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary Dow Entity in connection with the transactions contemplated hereby by this Agreement and the other Transaction Documents, whether in person or by telephone, mail, or other means of communication, without the specific prior written authorization of TDCC. Notwithstanding anything to the Closing contrary in this Agreement, TDCC shall not be deemed required to provide any access or disclose any information to Parent or its Representatives if such disclosure could reasonably be received pursuant expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege; (B) contravene any applicable Law, fiduciary duty or agreement; or (C) result in the Confidentiality Agreement dated as loss of May 19protection of any proprietary information or Trade Secrets of any Dow Entity. When accessing any of Dow’s properties, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW Parent shall, and shall cause their respective affiliates and representativesits Representatives to, to comply with all of Dow’s safety and security requirements for the provisions applicable property. Notwithstanding anything to the contrary in this Agreement, (I) in no event shall Dow be required to provide any information relating to any Excluded Assets or any Excluded Liabilities; and (II) neither Parent nor any of such Confidentiality Agreement with respect its Representatives shall be allowed to such information. No information sample or knowledge obtained analyze any soil or groundwater or other environmental media, or any building material, without the prior written consent of TDCC, which consent may be withheld in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinthe sole discretion of TDCC.

Access to Information. The Company Subject to Applicable Law and WW shall afford Parent and its accountantsapplicable contractual restrictions, counsel and other representatives, reasonable access during normal business hours during from the period prior date hereof to the Effective Time or the earlier termination of this Agreement, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours, to (a) all its properties, books, contractsContracts, commitmentspersonnel, Tax Returns and records and auditors (including via remote or electronic means). The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the Companydate hereof, WW (b) to provide access to or otherwise make available or furnish any information if and to the Subsidiariesextent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b) all other information concerning ), that the Business and the properties and personnel Company shall give notice to Parent of the Companyfact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), WW the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the Subsidiaries extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (subject to restrictions imposed by applicable lawd) as determined by the Company in consultation with Parent may reasonably request; provided that in good faith, jeopardize the health and safety of any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision employee of the Stockholder's, the Company's or WW's personnel and Company of its Subsidiaries in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation light of the business COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or WW. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team any of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary its Subsidiaries in connection with the Merger or any of the other transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shallby this Agreement, and shall cause their respective affiliates and representatives, provide the Company with an opportunity to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained participate in any investigation such discussions. All requests for information made pursuant to this Section 5.4 6.05 shall affect be directed the Persons designated by the Company. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be deemed to modify any representation or warranty contained hereinkept confidential in accordance with the Confidentiality Agreement.

Access to Information. The Company (a) Upon reasonable advance notice, between the date hereof and WW the Closing, Seller shall afford Parent (i) give Buyer and its accountants, counsel and other representatives, authorized representatives reasonable access during normal business hours during the period prior to the Effective Time to (a) all offices, facilities, properties, books, contracts, commitments, books and records and auditors of the Company, WW Business; (ii) cause the management of the Division to furnish Buyer with such financial and operating data and other information with respect to the Subsidiariesbusiness and properties of the Business as Buyer may from time to time reasonably request, and (biii) all other information concerning instruct the Business and the properties and personnel management of the CompanyDivision to cooperate with Buyer in its investigation of the Business, WW PROVIDED, THAT all requests for information, to visit plants or facilities or to interview Seller's or the Conveyed Subsidiaries' employees or agents must be requested of, and the Subsidiaries (subject to restrictions imposed by applicable law) coordinated with, an executive officer of Seller or such person or persons as Parent may reasonably requesthe shall designate; provided that PROVIDED FURTHER THAT any photocopying or similar costs of such access investigation shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the CompanySeller's or WWa Conveyed Subsidiary's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation business operations of the business Business; PROVIDED FURTHER THAT no officer, employee, or representative of Seller, including those of the Company or WW. Parent shall afford StockholderDivision, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable timerequired (x) to participate in road shows or (y) to be otherwise involved in any financing; PROVIDED STILL FURTHER THAT, under the supervision of Parent's personnel and in such a manner as subject to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation clause (x) of the business preceding proviso, officers of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf Seller, including those of the ParentDivision, Companyshall meet, WW at reasonable times, with Buyer's financing sources, PROVIDED THAT it shall be made clear to such financing sources that none of Seller or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing such persons shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement have any responsibility or liability with respect to such informationfinancing. No Notwithstanding anything to the contrary in this Agreement, none of Seller and the Conveyed Subsidiaries shall be required to disclose any information to Buyer or knowledge obtained their authorized representatives if doing so would violate any agreement, law, rule or regulation to which Seller or a Conveyed Subsidiary is a party or to which Seller or a Conveyed Subsidiary is subject. Notwithstanding anything to the contrary contained in this Agreement, neither Seller nor any investigation pursuant of its Affiliates shall have any obligation to this Section 5.4 shall affect make available or be deemed provide to modify Buyer or their authorized representatives a copy of any representation consolidated, combined or warranty contained hereinunitary Tax Return filed by Seller or any of its Affiliates or any related materials, except to the extent such Tax Return relates to the Division.

Access to Information. The From the date hereof until the Effective Time and subject to Applicable Law and the Confidentiality Agreement dated as of May 4, 2022 between the Company and WW shall afford Parent and (the “Confidentiality Agreement”), upon reasonable advance notice, the Company shall: (a) give Parent, its accountantscounsel, counsel financial advisors, auditors and other representatives, authorized Representatives reasonable access during normal business hours during of the period prior Company to the Effective Time to (a) all propertiesoffices, books, contracts, commitments, properties and books and records and auditors of the Company, WW Company and the Subsidiaries, and (b) all other information concerning the Business and the properties and personnel of the Company, WW and the its Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided provided, however, that any photocopying or similar costs of such access shall be incurred conducted at Parent's expense and that such access will conducted ’s sole expense, at a reasonable time, under the supervision of the Stockholder's, appropriate personnel of the Company's or WW's ); (b) furnish to Parent, its counsel, financial advisors, auditors and other authorized Representatives such financial and operating data, personnel records, human resources data and other information as Parent may reasonably request; and (c) cause the employees, counsel, financial advisors, auditors and other authorized Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section 6.02 shall be conducted in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation conduct of the business of the Company or WW. Parent and its Subsidiaries, shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior be subject to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense Company’s reasonable security measures and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, insurance requirements and shall cause their respective affiliates and representatives, not include the right to comply with the provisions of such Confidentiality Agreement with respect to such informationperform any “invasive” testing or inspection. No information or knowledge obtained in any investigation pursuant to this Section 5.4 6.02 shall affect cure any breach of, or non-compliance with, any other provision of this Agreement or limit the remedies available to any party. Notwithstanding the foregoing provisions of this Section 6.02, and without limiting Section 6.03, nothing in this Section 6.02 shall require the Company to grant access to, or to disclose or make available, any documents or information to Parent or any other Person if (i) such access or disclosure would, in the Company’s reasonable discretion, (x) jeopardize any attorney-client privilege, work-product doctrine or other applicable legal privilege (y) contravene or result in a violation, default or breach of any Applicable Law or any contract by which the Company or its Subsidiaries are bound or (z) such access or disclosure would result in the disclosure of any trade secret to a Third Party, provided, in each case, that the Company shall use its reasonable best efforts to communicate the applicable information on a basis that would not waive such privilege of protection, contravene or violate such Applicable Law or contract by which the Company or its Subsidiaries are bound, or result in such a disclosure of any such Trade Secret, (ii) such documents or information are reasonably pertinent to any adverse litigation, action, suit, claim, demand or proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand or (iii) unless otherwise required to be deemed provided under the terms of Section 6.03, such documents or information relate to modify any representation Acquisition Proposal (including, unless otherwise required to be provided under the terms of Section 6.03, any such materials presented to the Board of Directors or warranty contained hereinany financial, legal or other advisors to the Company or the Board of Directors). Information disclosed pursuant to this Section 6.02 may be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent to the extent the Company determines doing so may be reasonably required for the purpose of complying with Applicable Law. With respect to the information disclosed pursuant to this Section 6.02, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 6.02 shall be directed to an executive officer of the Company or other person designated by the Company in writing.

Access to Information. The Company and WW shall afford Parent and its accountants, counsel and other representatives, reasonable access during normal business hours during From the period prior to date hereof until the Effective Time and subject to Applicable Law and the Confidentiality Agreement dated as of April 28, 2016 between the Company and Parent (the “Confidentiality Agreement”), the Company shall (a) all give Parent, its counsel, financial advisors, auditors and other authorized Representatives full access to the offices, properties, books, contracts, commitments, books and records and auditors of the Company, WW Company and the its Subsidiaries, and ; (b) all furnish to Parent, its counsel, financial advisors, auditors and other authorized Representatives such financial and operating data and other information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent such Persons may reasonably request; provided that any photocopying or similar costs and (c) cause the employees, counsel, financial advisors, auditors and other authorized Representatives of such access the Company and its Subsidiaries to cooperate with Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section 6.02 shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation conduct of the business of the Company or WW. Parent and its Subsidiaries, shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior be subject to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense Company’s reasonable security measures and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, insurance requirements and shall cause their respective affiliates and representatives, not include the right to comply with the provisions of such Confidentiality Agreement with respect to such informationperform any “invasive” testing. No information or knowledge obtained in any investigation pursuant to this Section 5.4 6.02 shall affect cure any breach of, or non-compliance with, any other provision of this Agreement or limit the remedies available to any party. Notwithstanding the foregoing provisions of this Section 6.02, the Company may restrict or otherwise prohibit access to any documents or information to the extent that: (i) access to such documents or information would waive any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information or would result in the disclosure of any trade secrets of any third party; (ii) access to a contract to which the Company or its Subsidiaries is a party as of the date of this Agreement or otherwise bound as of the date of this Agreement if such access would violate or cause a default under, or give a third party the right to terminate or accelerate the rights under, such contract; or (iii) unless otherwise required to be deemed provided under the terms of Section 6.03, such documents or information relate to modify any representation Acquisition Proposal (e.g., materials presented to the Board of Directors by the Company, or warranty contained hereinany financial, legal or other advisors to the Board of Directors, relating to any Acquisition Proposal); provided, that in any such case set forth in clauses (i) and (ii) above, the Company shall use its reasonable best efforts to communicate the applicable information in a way that would not waive such privilege or protection, result in such prohibited disclosure or have such effect under such contract, including entering into a joint defense agreement, common interest agreement or other similar arrangement.

Access to Information. The Company From the date hereof until the Closing or earlier termination of this Agreement pursuant to Article IX, Parent shall, and WW shall cause the LiveArea Companies to: (a) afford Buyers and their Representatives reasonable access to and the right to inspect all of the Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the LiveArea Companies; (b) furnish Buyers and their Representatives with such financial, operating and other data and information related to the LiveArea Companies as Buyers or any of their Representatives may reasonably request; and (c) instruct the Representatives of Parent and its accountantsthe LiveArea Companies to cooperate with Buyers in their investigation of the LiveArea Companies; provided, counsel and other representativeshowever, reasonable access that any such investigation shall be conducted during normal business hours during the period prior upon reasonable advance notice to the Effective Time to (a) all properties, books, contracts, commitments, records and auditors of the Company, WW and the Subsidiaries, and (b) all other information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of Parent’s personnel (or personnel of one or more of the Stockholder's, the Company's or WW's personnel LiveArea Companies as directed by Parent) and in such a manner as not to maintain interfere with the confidentiality normal operations of the LiveArea Companies. Notwithstanding anything to the contrary in this Agreement Agreement, neither Parent nor the LiveArea Companies shall be required to disclose any information to Buyers if such disclosure would, in Parent’s sole discretion: (w) cause significant competitive harm to Parent, the LiveArea Companies and their respective businesses if the transactions contemplated hereby and by this Agreement are not to interfere unreasonably with the normal operation of the business of the Company consummated; (x) jeopardize any attorney-client or WW. Parent shall afford Stockholderother privilege; (y) contravene any applicable Law, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided fiduciary duty or binding agreement entered into prior to the date of this Agreement; provided that or (z) reveal bids received from third parties in connection with transactions similar to those contemplated by this Agreement and any photocopying information and analysis (including financial analysis) relating to such bids. Prior to the Closing or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality earlier termination of this Agreement pursuant to Article IX, without the prior written consent of Parent, which may be withheld for any reason, Buyers shall not contact any suppliers to, or customers of, the LiveArea Companies (excluding any contact in the ordinary course of Buyers’ businesses and unrelated to the LiveArea Business or the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parentby this Agreement). Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW Buyers shall, and shall cause their respective affiliates and representativesRepresentatives to, to comply with abide by the provisions terms of such the Confidentiality Agreement with respect to such information. No any access or information or knowledge obtained in any investigation provided pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained herein5.02.

Access to Information. The Company and WW (a) From the date of this Agreement until the Closing, upon reasonable notice, LMC shall use its reasonable best efforts to (i) afford RMT Parent and its accountants, counsel and other representatives, authorized Representatives reasonable access to the offices, properties and books and records of the Spinco Business; and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the Spinco Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours during the period prior to the Effective Time to (a) all properties, books, contracts, commitments, records and auditors of the Company, WW and the Subsidiaries, and (b) all other information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable timehours, under the supervision of the Stockholder's, the Company's or WW's LMC’s personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably significantly with the normal operation operations of the business Spinco Business; (y) all requests for access pursuant to this Section 7.04(a) shall be made in writing and shall be directed to and coordinated with a person or persons designated by LMC in writing; and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the Company employees, customers, distributors or WW. Parent shall afford Stockholdersuppliers of any LMC Entity in connection with, or for the purposes of, the Company and WWContemplated Transactions, and their respective accountantswhether in person or by telephone, counsel and mail, or other representativesmeans of communication, access during normal business hours during without the period specific prior written authorization of LMC. Notwithstanding anything to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of contrary in this Agreement; provided that , LMC shall not be required to provide any photocopying access or similar costs of disclose any information to RMT Parent or its Representatives if such access shall disclosure could reasonably be incurred at Stockholder's expense and that such access will conducted at expected to (A) jeopardize, or result in a reasonable timeloss or waiver of, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from any attorney-client or on behalf of the Parentother legal privilege, Company(B) contravene any Applicable Law, WW fiduciary or other duty or any Subsidiary agreement or (C) result in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as loss of May 19protection of any proprietary information or trade secrets of any LMC Entity. When accessing any of LMC’s properties, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW RMT Parent shall, and shall cause their respective affiliates and representativesinstruct its Representatives to, to comply with all of LMC’s safety and security requirements for the provisions applicable property. Notwithstanding anything to the contrary in this Agreement, (I) in no event shall LMC be required to provide any information relating to any Excluded Assets or any Excluded Liabilities; and (II) neither RMT Parent nor any of such Confidentiality Agreement with respect its Representatives shall be allowed to such information. No information sample or knowledge obtained analyze any soil or groundwater or other environmental media, or any building material, without the prior written consent of LMC, which consent may be withheld in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinthe sole discretion of LMC.

Access to Information. The (a) Subject to the terms of the Confidentiality Agreement and applicable Laws and Orders, during the period from the date of this Agreement through the earlier of the Closing and the date on which this Agreement is terminated in accordance with Article VIII, the Company shall permit, and WW shall afford cause its Subsidiaries to permit, Parent and its advisors, accountants, counsel attorneys and other representativesauthorized representatives to have reasonable access, reasonable access during normal regular business hours during the period prior and upon reasonable notice, to the Effective Time to (a) all offices, facilities, assets, properties, booksmanagement-level employees, contracts, commitments, books and records and auditors of the Company, WW Company and the its Subsidiaries, and (b) all shall furnish, or cause to be furnished, to Parent, such financial, tax and operating data and other information concerning the Business with respect to such entities and the properties their respective offices, facilities, assets, properties, employees, businesses and personnel of operations as Parent shall from time to time reasonably request. All access and investigation pursuant to this Section 6.06(a) shall be coordinated through the Company’s Chief Executive Officer, WW Chief Operation Officer or General Counsel and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred conducted at Parent's ’s expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to unreasonably interfere unreasonably with the normal operation operations of the business businesses of the Company and its Subsidiaries. Notwithstanding anything herein to the contrary, neither the Company nor any of its Subsidiaries shall be required to provide such access to or to disclose such information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege or other immunity or protection from disclosure of the Company or WW. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided its Subsidiaries or contravene any Law or Order or any binding agreement entered into prior to the date of this Agreement; Agreement (provided that any photocopying the Company and/or its counsel, as applicable, shall use their reasonable best efforts to enter into joint defense agreements or similar costs of other arrangements, as appropriate, so as to allow for such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and or disclosure in such a manner as that does not jeopardize such attorney-client privilege or other immunity or protection from disclosure or contravene any such Law or binding agreement or Order). Notwithstanding anything to maintain the confidentiality of this Agreement and contrary contained herein, prior to the transactions contemplated hereby and not to interfere unreasonably with Closing, (i) without the normal operation prior written consent of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW Parent shall not contact any vendor to, or customer of, the Company or any Subsidiary of the Company, to discuss the Company or any of its Subsidiaries and provided that the Company shall have the right to have a representative present during any such contact in connection with the transactions contemplated hereby event that it is required to consent and consents to such contact, and (ii) Parent shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Company or any of its Subsidiaries without the prior written consent of the Company (which consent may be withheld for any reason); provided, however, that, for the avoidance of doubt, Parent and Copper are expressly permitted to the Closing shall be deemed cause (at their sole discretion and expense) Phase I environmental assessments to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement conducted with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinthe Owned Company Realty.

Access to Information. The Subject to currently existing contractual and legal restrictions applicable to the Company (which the Company represents and WW warrants are not material with respect to TCI Group), and upon reasonable notice, the Company shall (and shall cause each TCI Group Member to) afford Parent and its accountantsto officers, counsel employees, counsel, accountants and other representativesauthorized representatives of Parent ("Parent Representatives") reasonable access, reasonable access during normal business hours during throughout the period prior to the Effective Time Time, to (a) all its properties, booksbooks and records (including, contractssubject to execution of appropriate access letters, commitmentsthe work papers of independent accountants), records such access not to unreasonably interfere with the Company's business or operations, and, during such period, shall (and auditors shall cause each of the Company, WW and the Subsidiaries, and (bTCI Group Members to) furnish promptly to such Parent Representatives all other information concerning the Business and the its business, properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; be requested, provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of the Company or WW. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any no investigation pursuant to this Section 5.4 7.6 shall affect or be deemed to modify any representation of the respective representations or warranty contained hereinwarranties made by the Company. Subject to currently existing contractual and legal restrictions applicable to Parent (which Parent represents and warrants are not material), and upon reasonable notice, Parent shall (and shall cause its Significant Subsidiaries to) furnish to to officers, employees, counsel, accountants and other authorized representatives of the Company ("Company Representatives") such information concerning its business, properties and personnel as may reasonably be requested, provided that no investigation pursuant to this Section 7.6 shall affect or be deemed to modify any of the respective representations or warranties made by Parent. Each of Parent and the Company agrees that it will not, and will cause the Parent Representatives or Company Representatives, as the case may be, not to, use any information obtained pursuant to this Section 7.6 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. All information obtained pursuant to this Section 7.6 shall be subject to the Confidentiality Agreement, which shall remain in full force and effect until consummation of the Merger or, if the Merger is not consummated, for the period specified therein; provided, however, that neither Parent nor the Company shall be precluded 60 from making any disclosure which it deems required by law in connection with the Merger. All requests for access to the Company and the TCI Group Members pursuant to this Section 7.6 shall be made through the representatives of the Company named in Section 7.6 of the Company Disclosure Statement, and all requests for information to Parent and its Significant Subsidiaries pursuant to this Section 7.6 shall be made through the representatives of Parent named in Section 7.6 of the Parent Disclosure Statement.

Access to Information. The Company (a) Subject to applicable Laws relating to the exchange of information, from the Consent Delivery Date until the earlier of the LMA Commencement Date and WW the Closing Date, upon reasonable notice, Parent shall afford Parent and (i) give Buyer, its accountantscounsel, counsel financial advisors, auditors and other representatives, authorized representatives reasonable access during normal business hours during to Parent’s key employees (including the period prior to president and the Effective Time to chief financial officer of Broadcasting and the general manager, sales managers, business manager and chief engineer (aor person holding a similar position) all of each Station), and the offices, properties, booksbooks and records of each Station, contracts, commitments, records including access in connection with Section 5.02(e) and auditors of the Company, WW and the Subsidiaries, and (b) all other information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality Section 5.08 of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation conduct Phase I Environmental Site Assessments of the business properties provided Buyer and its representatives may not conduct any environmental sampling or other intrusive investigation unless permitted by Seller in its sole discretion, (ii) as promptly as practicable after the end of the Company or WW. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to each month after the date of this Agreement, furnish to Buyer (A) a monthly combined balance sheet of the Business (without any allocations or adjustments reflected on the balance sheets included in the Financial Statements) and the related combined statement of operations and (B) monthly profit and loss statements for each of the Stations and (iii) instruct its key employees, counsel and financial advisors of Seller to cooperate with Buyer in its activities and access pursuant to this Section 5.02(a); provided provided, however, that any photocopying Buyer’s access pursuant to clause (i) shall be with Seller’s prior written consent, which consent shall not be unreasonably withheld or similar costs of delayed. All such requests for access shall be incurred at Stockholder's expense directed to Parent’s chief financial officer or his designee. Buyer’s activities and that access pursuant to this Section 5.02(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of the Business or any of the businesses or operations of Seller or any of its Affiliates. Parent shall not be obligated to provide such access or information if Parent determines, in its reasonable judgment, that doing so would violate applicable Law, jeopardize the protection of an attorney-client privilege or expose Parent or its Subsidiaries to liability for disclosure of personal information. Until the Closing, the information provided will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior be subject to the Closing shall be deemed to be received pursuant to terms of the Confidentiality Agreement dated as and, without limiting the generality of May 19the foregoing, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shallBuyer shall not, and shall cause their respective affiliates and representativesits representatives not to, use such information for any purpose unrelated to comply with the provisions consummation of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinthe transactions contemplated hereby.

Access to Information. The Company and WW shall afford Parent and its accountants, counsel and other representatives, Sellers agree to provide Buyer with reasonable access during normal business hours during to all information in the period prior possession of Sellers or Representatives relating to the Effective Time Group Companies or the Contemplated Transactions, and all of such information shall be treated as Confidential Information pursuant to (a) all properties, books, contracts, commitments, records and auditors the terms of the Company, WW and the SubsidiariesConfidentiality Agreement, and (b) all other information concerning Buyer agrees to maintain the Business and the properties and personnel confidentiality of the Company, WW and proposed transaction in all dealings with employees of Sellers or the Subsidiaries (subject Group Companies. Sellers shall not be required to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of provide such access if to do so would unreasonably interfere with the operations of the Group Companies or delivery of patient care and shall not be required to violate any obligation of confidentiality to which it is subject or to waive any privilege that it may possess in discharging its obligations pursuant to this Section 7.1, so long as Sellers shall have used their commercially reasonable efforts to provide such information without violation of any such obligation or applicable Law. Buyer agrees that such investigation shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation operations of the Group Companies. Buyer also agrees that it is not authorized to and shall not (and shall not permit any of its employees, agents, representatives or Affiliates to) contact any employee (other than executive officers), payor, supplier, vendor, customer, patient or other material business relation of the Company or WW. Parent shall afford Stockholder, Group Companies regarding the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period Contemplated Transactions prior to the Effective Time to Closing, without the senior executive management team prior consent of Parent to the same extent as such access was provided prior to the date Sellers. Further, Buyer agrees that neither it nor any of this Agreement; provided that its Representatives will visit any photocopying Group Company or similar costs Facility unless accompanied by a Representative of such access shall be incurred at Stockholder's expense and that such access will conducted at Sellers (or unless Sellers authorize a reasonable time, under the supervision visit without a Representative of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinSellers).

Access to Information. The From the date hereof until the Closing and subject to Applicable Law and the confidentiality agreement dated as of July 31, 2014 between the Company and WW Parent (the “Confidentiality Agreement”), the Company shall afford Parent and (i) give Parent, its accountantscounsel, counsel financial advisors, auditors and other representativesauthorized Representatives, upon reasonable notice, reasonable access during normal business hours during the period prior to the Effective Time to (a) all offices, properties, books, contracts, commitments, books and records and auditors of the Company, WW Company and the its Subsidiaries, (ii) furnish 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 and (biii) all instruct its employees, counsel, financial advisors, auditors and other information concerning the Business and the properties and personnel authorized representatives to cooperate reasonably with Parent in its investigation of the Company, WW Company and the Subsidiaries (subject its Subsidiaries. Any investigation pursuant to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access this Section shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation conduct of the business of the Company or WWand its Subsidiaries. Parent Nothing in this ‎Section 5.02 shall afford Stockholder, require the Company and WWto provide any access, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior or to the Effective Time to the senior executive management team of Parent to the same extent as disclose any information (i) if providing such access was provided or disclosing such information would violate any Applicable Law (including antitrust and privacy laws) or binding agreement entered into prior to the date of this Agreement; provided that Agreement or (ii) protected by attorney-client privilege to the extent such privilege cannot be reasonably protected by the Company through exercise of its reasonable efforts. If any photocopying or similar costs of such access material is withheld by the Company pursuant to the immediately preceding sentence, to the extent permitted by Applicable Law, the Company shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner inform Parent as to maintain the confidentiality general nature of this Agreement what is being withheld and the transactions contemplated hereby basis for withholding such material and not shall use commercially reasonable efforts to interfere unreasonably with the normal operation of the business of Parent. make substitute arrangements so as to provide Parent and the Stockholder acknowledge and agree that all its Representatives with such access. No such access, nor any information received from or on behalf of the Parentobtained therefrom, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as cure any breach of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained made in this Agreement or have any effect for purposes of determining satisfaction of the conditions set forth in this Agreement, or the compliance with any covenant set forth herein.

Access to Information. The Company At all times from the date hereof until the Closing Date, to the extent Buyer does not have the following information or rights and WW shall afford Parent to the extent any Seller Party has the ability, power and authority to give such information or grant such rights, Seller will, and will cause the Seller Parties to, (i) give Buyer and its accountants, counsel and other representatives, Representatives reasonable access to the offices, properties, books and records of the Acquired Companies and, to the extent reasonably related to the transactions contemplated by the Transaction Documents, the Seller Parties, in each case during normal business hours during the period prior and (ii) furnish or make available to Buyer and its Representatives such financial and operating data and other information relating to the Effective Time to (a) all properties, books, contracts, commitments, records and auditors of the Company, WW and the Subsidiaries, and (b) all other information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) Acquired Companies as Parent such Persons may reasonably request; provided that any photocopying or similar costs , subject to Buyer’s and its Representatives’ compliance with applicable Law and contractual restrictions governing the disclosure and use of such information. Notwithstanding the foregoing provisions of this Section 6.03, the Seller Parties shall not be required to grant access shall or furnish information to Buyer or any of its Representatives to the extent that such information is subject to an attorney/client or attorney work product privilege that would be incurred at Parent's expense and violated or lost by such access or furnishing, or that such access will conducted at a reasonable time, under or the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of the Company or WW. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs furnishing of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable timeinformation is prohibited by law or an existing contract or agreement. To the extent practicable, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW Seller shall, and shall cause their respective affiliates the Seller Parties to, make reasonable and representatives, to comply with appropriate substitute disclosure arrangements under circumstances in which the provisions restrictions of such Confidentiality Agreement with respect to such informationthe preceding sentence apply. No information or knowledge obtained in any Any investigation pursuant to this Section 5.4 6.03 shall affect be conducted in such manner as not to interfere with the conduct of the business of any Seller Party, its Affiliates or the Acquired Companies. Notwithstanding the foregoing, Buyer shall not be deemed entitled to modify perform any representation intrusive or warranty contained hereinsubsurface investigation or other sampling of, on or under any of the properties of the Partnership. Buyer agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 6.03 in violation of Section 6.06.

Access to Information. The (a) From the date hereof until the Closing, the Company and WW shall afford (i) give Parent and its accountantscounsel, counsel financial advisors, auditors and other representativesauthorized representatives (collectively, the “Parent Representatives”) reasonable access during normal business hours during the period prior to the Effective Time to (a) all offices, properties, books, contracts, commitments, books and records and auditors of the Company, WW Company and the Subsidiaries, including access to each Owned Real Property and Leased Real Property for purposes of conducting Phase I and Phase II environmental site assessments, (ii) furnish to Parent and the Parent Representatives such financial and operating data and other information as such Persons may reasonably request and (biii) all other information concerning instruct its employees, counsel and financial advisors to cooperate with Parent in Parent’s investigation of the Business business of the Company and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably requestSubsidiaries; provided that any photocopying information provided to Parent or similar costs of such access the Parent Representatives pursuant to this Section 8.03(a) shall be incurred at Parent's expense subject to the Confidentiality Agreement; and provided further that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's no investigation pursuant to this Section 8.03(a) or WW's personnel and otherwise in such a manner as to maintain the confidentiality of connection with this Agreement and the transactions contemplated hereby and other Transaction Agreements shall affect any representation or warranty given by the Company or any Principal Stockholder hereunder. Any investigation pursuant to this Section 8.03(a) shall be conducted in such manner as not to interfere unreasonably with the normal operation conduct of the business of the Company or WWand the Subsidiaries. Notwithstanding the foregoing, Parent shall afford Stockholdernot have access to personnel records of the Company and the Subsidiaries relating to individual performance or evaluation records, medical histories or other information which in the Company’s good faith opinion is sensitive or the disclosure of which could subject the Company or any Subsidiary to risk of liability. From the date hereof until the Closing, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shallfurnish, and shall cause their respective affiliates and representativeseach Subsidiary to furnish, to comply with the provisions Parent copies of such Confidentiality Agreement any notices, documents, requests, court papers or other materials received from any governmental agency or third party with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinthe Transactions.

Access to Information. The Company and WW shall afford Parent and its accountants, counsel and other representatives, reasonable access during normal business hours during the period prior Prior to the Effective Time Time, each of the Company and Parent shall be entitled, through their respective employees and representatives, including the Company Representatives and Parent Representatives, respectively, to (a) all have such access to the assets, properties, books, contractsrecords, commitmentsContracts, records business and auditors operations of the other party as is reasonably necessary or appropriate in connection with its investigation of the other party with respect to the transactions 56 contemplated hereby and the execution, performance or consummation (including integration planning) of such transactions in the case of Parent, and in furtherance of the Company Board's continuing fiduciary duties, in the case of the Company, WW . Any such investigation and the Subsidiaries, examination shall be conducted at reasonable times during business hours upon reasonable advance notice and (b) all other information concerning the Business and the properties and personnel under reasonable circumstances so as to minimize disruption to or impairment of the Company, WW other party's business and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business each of the Company or WW. and Parent shall afford Stockholder, reasonably cooperate therein. No investigation by Parent or the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period (whether conducted prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to or after the date of this Agreement; provided that ) shall diminish or obviate any photocopying of the representations, warranties, covenants or similar costs agreements of the Company or Parent contained in this Agreement. Each of the Company and Parent shall provide the other party's representatives during such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably period with the normal operation opportunity to review all such information and such documents concerning the affairs of the business of Company or Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf , as applicable, as such other party's representatives may reasonably request in furtherance of the Parentpurposes set forth above and cause its officers, Companyemployees, WW or any Subsidiary consultants, agents, accountants and attorneys to cooperate fully with such other party's representatives in connection with such investigation. Notwithstanding the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Subforegoing, the Stockholderdisclosing party shall not be required to permit such access or make such disclosure if such access or disclosure would reasonably be likely to (i) violate the terms of any confidentiality agreement or other Contract with a third party; provided, that the Company disclosing party shall use commercially reasonable efforts to render the prohibitions under such confidentiality agreement or other Contract inapplicable, (ii) result in the loss of any attorney-client privilege, or (iii) violate any applicable Law (including Antitrust Laws). Any information and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation documents provided pursuant to this Section 5.4 6.3 shall affect or be deemed subject to modify any representation or warranty contained hereinthe terms of the Confidentiality Agreement.

Access to Information. The Company (a)During the Interim Period, subject to the terms of the Confidentiality Agreement, which shall each remain in full force and WW effect in accordance with their terms, the Acquired Companies shall afford Parent provide the Buyer and its accountantsRepresentatives with access to information regarding the Acquired Companies and their material operations, counsel and in each case, as reasonably requested by the Buyer (but solely to the extent such information is readily available or could be readily obtained without any material interference with the business or operations of, or cost to, the Sellers or the Acquired Companies), in each case, other representativesthan information (i) that a Seller reasonably believes such Seller or the Acquired Companies are prohibited from providing to the Buyer by reason of applicable Law (provided, however, that such Seller or the Acquired Companies, as applicable, shall use commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable access not in violation of any such Law), (ii) that constitutes or allows access to information protected by a Seller’s or the Acquired Companies’ attorney-client privilege (provided, however, that such Seller or the Acquired Companies, as applicable, shall use commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable access not in violation of any such Law or duty) or (iii) that a Seller or the Acquired Companies are required to keep confidential or to prevent access to by reason of any Contract with a third party (provided, however, that such Seller or the Acquired Companies, as applicable, shall use commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable access not in violation of any such Contract); provided, however, that such access (x) shall be conducted at the Buyer’s expense, during normal business hours during the period prior to the Effective Time to (a) all properties, books, contracts, commitments, records and auditors of the Company, WW and the Subsidiaries, and (b) all other information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of personnel of the Stockholder'sAcquired Companies, (y) does not disrupt the normal operations of the Acquired Companies and (z) shall comply with all applicable Laws, including those regarding the exchange of competitively sensitive information. Notwithstanding anything contained herein, the Company's Buyer shall not be permitted during the Interim Period to contact any of the Acquired Companies’ employees, customers or WW's personnel and in such a manner as to maintain suppliers regarding the confidentiality operations or legal status of this Agreement the Acquired Companies without receiving prior written consent from the Acquired Companies, and the transactions contemplated hereby and Buyer shall not have the right to interfere unreasonably with the normal operation of the business of the Company conduct any environmental testing, sampling or WW. Parent shall afford Stockholderanalysis (including any soil, the Company and WWwater, and their respective accountantsgroundwater, counsel and other representativessurface water or air testing, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreementsampling or analysis) at, on, under or from any Real Property; provided that the foregoing sentence shall not limit any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation obligations of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from Sellers or on behalf rights of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received Buyer pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained herein6.20.

Access to Information. The Company and WW shall afford Parent and its accountantsAssignee has been furnished with the materials relating to the Company's business, counsel operations, financial condition, assets, liabilities and other representatives, reasonable access during normal business hours during the period prior matters relevant to the Effective Time Assignee's investment in the Securities, which have been requested by the Assignee. The Assignee has had adequate opportunity to (a) all properties, books, contracts, commitments, records and auditors of the Company, WW and the Subsidiariesask questions of, and (b) all other information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder'sreceive answers from, the Company's or WWofficers, employees, agents, accountants, and representatives concerning the Company's personnel business, operations, financial condition, assets, liabilities, and all other matters relevant to its investment in such a manner as to maintain the confidentiality Securities. The internal laws, and not the laws of conflicts (other than Section 5-1401 of the General Obligations Law of the State of New York), of New York shall govern the enforceability and validity of this Agreement letter agreement, the construction of its terms and the interpretation of the rights and duties of the parties. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this letter agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and not to interfere unreasonably with the normal operation State of New York, and each of the business parties hereby consents to the jurisdiction of such courts (and of the Company appropriate appellate courts therefrom) in any such suit, action or WWproceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Parent shall afford StockholderProcess in any such suit, action or proceeding may be served on either party anywhere in the world, whether within or without the jurisdiction of any such court. Nothing expressed or referred to in this letter agreement will be construed to give any person other than the parties to this letter agreement and the Company and WWany legal or equitable right, and their respective accountantsremedy, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, claim under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such informationthis letter agreement or any provision of this letter agreement. This letter agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this letter agreement and the Company. No information change or knowledge obtained modification of this letter agreement shall be valid unless the same is in writing and signed by the parties hereto. No waiver of any investigation pursuant provision of this letter agreement shall be valid unless in writing and signed by the party waiving its rights. The failure of any party at any time to insist upon, or any delay by either party at any time to insist upon, strict performance of any condition, promise, agreement or understanding set forth herein shall not be construed as a waiver or relinquishment of the right to insist upon strict performance of the same condition, promise, agreement or understanding at a future time. Please indicate your agreement with the foregoing by executing and returning the enclosed copy of this Section 5.4 shall affect or be deemed to modify any representation or warranty contained herein.letter agreement. Sincerely, MACANDREWS & FORBES HOLDINGS INC. By: /s/ Xxxxxx Xxxxxx ----------------- Name: Xxxxxx Xxxxxx Title: Vice Chairman [SIGNATURE PAGE TO ASSIGNMENT LETTER AGREEMENT] ACCEPTED AND AGREED:

Access to Information. The Prior to the Closing, the Company and WW shall afford each Company Subsidiary shall: (i) give Parent and its accountantsauthorized representatives reasonable access to all of its books, counsel records, senior personnel, offices and other representatives, reasonable access during normal business hours during the period prior facilities and properties; (ii) permit Parent to the Effective Time to (a) all properties, books, contracts, commitments, records make such copies and auditors of the Company, WW and the Subsidiaries, and (b) all other information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) inspections thereof as Parent may reasonably request; provided and (iii) cause its officers and other employees to furnish Parent with such financial and operating data and other information with respect to its business and properties, as from time to time Parent may reasonably request; provided, however, that any photocopying or similar costs of such access shall be incurred conducted at Parent's expense and that such access will conducted expense, at a reasonable time, under the supervision of personnel of the Stockholder'sCompany or such Company Subsidiary, as the Company's or WW's personnel case may be, and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby Transactions in accordance with the terms hereof and not to interfere unreasonably with the normal operation of the business of the Company or WWsuch Company Subsidiary, as the case may be. Parent If and to the extent that Principal Stockholder shall afford Stockholderbe in possession or control, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period at any time prior to the Effective Time Closing, of any of the books, records, financial and operating data or other information of or relating to the senior executive management team business and properties of the Company or any Company Subsidiary, Principal Stockholder shall give Parent and its authorized representatives reasonable access to such books, records, financial and operating data and other information to the same extent as provided above. Notwithstanding the foregoing, no information or knowledge obtained by Parent during the course of any investigation conducted by Parent pursuant to this Section 6.2(a) shall: (a) affect or be deemed to modify in any respect any of the representations or warranties of the Company or Principal Stockholder set forth in this Agreement (or in any certificate, instrument or other document delivered by the Company or Principal Stockholder to Parent in connection with the Transactions), or the conditions to the obligations of the parties to consummate the Transactions in accordance with the terms and conditions hereof; (b) be deemed to amend or supplement the Company Disclosure Schedule, prevent or cure any misrepresentations, breach of warranty or breach of covenant by the Company or Principal Stockholder; or (c) otherwise limit or affect any remedies available to Parent as a result of or arising out of such access was provided disclosure. Nothing herein shall require the Company to disclose any information to Parent if such disclosure would, in its sole and absolute discretion (A) jeopardize any attorney-client or other legal privilege or (B) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement; provided that Agreement (including any photocopying confidentiality agreement to which it or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at its Affiliates is a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinparty).

Access to Information. The Company Subject to Section 5.4 and WW Law, prior to the earlier of the Closing Date or termination of this Agreement pursuant to Article VII, upon reasonable prior notice, Seller shall afford Parent and cause its accountantsofficers, counsel managers, directors, employees, auditors and other representativesagents to afford the officers, managers, directors, employees, auditors, advisors and other agents (collectively, “Representatives”) of Buyer reasonable access during normal business hours during the period prior to the Effective Time to (a) all Representatives, properties, books, contracts, commitments, records offices and auditors other facilities of Seller and its Affiliates (in respect of the Company, WW and the SubsidiariesBusiness), and its and its Affiliates’ respective books and records (b) all other information concerning solely to the Business and the properties and personnel extent in respect of the CompanyBusiness), WW and shall furnish Buyer with such existing financial, operating and other data and information solely to the Subsidiaries (subject extent related to restrictions imposed by applicable law) the Business, as Parent Buyer, through its Representatives, may reasonably request; provided that request (in each case, other than any photocopying or similar costs Form I-9 and any Personnel File of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable timeany Business Employee). In exercising its rights hereunder, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of the Company or WW. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW Buyer shall, and shall cause its Representatives to, conduct itself and themselves so as not to interfere in the conduct of the Business or the other businesses of Seller or its Affiliates prior to the Closing. Buyer acknowledges and agrees that any contact by Buyer, its Affiliates and/or their respective affiliates Representatives with Representatives of Seller or its Affiliates hereunder shall be arranged and representativessupervised by Representatives of Seller, to comply with the provisions of such Confidentiality Agreement unless Seller otherwise expressly consents in writing with respect to such any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates shall be required to disclose to Buyer, its Affiliates or any Representative thereof any (i) information. No , if doing so (A) in Seller’s good faith determination, would reasonably be expected to violate any Law or obligation of confidentiality owed by Seller or its Affiliates to a Third Party, or any fiduciary obligation, (B) could reasonably be expected to result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges) in the good faith opinion of Seller or any of its Affiliates, as applicable, (C) would result in the disclosure of any competitively sensitive information unrelated to the Business of Seller or any of its Affiliates or (D) would result in the disclosure of any information set forth in Section 2.2(s) of the Seller Disclosure Letter; provided that Seller shall use commercially reasonable efforts to obtain waivers or make other arrangements (including redacting information or knowledge obtained in making substitute disclosure arrangements) that would enable disclosure to Buyer or its Representatives to occur without contravening such Law, obligation of confidentiality, or fiduciary obligation, disclosing such competitively sensitive information unrelated to the Business, or jeopardizing such privilege, and (ii) Tax Return that includes Seller or any investigation pursuant to this Section 5.4 shall affect of its Affiliates or be deemed to modify any representation or warranty contained hereinTax-related work papers.

Access to Information. The From the date hereof until the Closing, Seller shall, and shall cause each member of the Company and WW shall Group to: (a) afford Parent Buyer and its accountantsRepresentatives reasonable access to and the right to inspect all of the Real Property, counsel properties, assets, premises, books and records, Contracts and other representativesdocuments and data related to such member of the Company Group; (b) furnish Buyer and its Representatives with such financial, reasonable access operating and other data and information related to such member of the Company Group as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Seller and such member of the Company Group to cooperate with Buyer in its investigation of the Company Group; provided, however, that any such investigation shall be conducted during normal business hours during the period prior upon reasonable advance notice to the Effective Time to (a) all properties, books, contracts, commitments, records and auditors of the Company, WW and the Subsidiaries, and (b) all other information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable timeSeller, under the supervision of the Stockholder's, the Company's or WW's Seller’s personnel and in such a manner as not to maintain unreasonably interfere with the confidentiality normal operations of the applicable member of the Company Group. Further, Buyer and its Representatives shall not conduct any testing of soil, groundwater, building materials, equipment or other component of the environment or the assets without the prior written consent of Seller and subject to such conditions as Seller may reasonably require in its sole discretion. Notwithstanding anything to the contrary in this Agreement Agreement, neither Seller nor any member of the Company Group shall be required to disclose any information to Buyer if such disclosure would, in Seller’s reasonable discretion: (w) cause significant competitive harm to Seller, any member of the Company Group and their respective businesses if the transactions contemplated hereby and by this Agreement are not to interfere unreasonably with the normal operation of the business of the Company consummated; (x) jeopardize any attorney-client or WW. Parent shall afford Stockholderother legal privilege; (y) disclose confidential employment records, the Company and WW, and their respective accountants, counsel including medical and other representativesinformation covered by the Family and Medical Leave Act of 1993; or (z) contravene any applicable Law, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided fiduciary duty or binding Contract entered into prior to the date of this Agreement; provided that . Prior to the Closing, Buyer shall not contact any photocopying suppliers to, or similar costs customers of, any member of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel Company Group except jointly with and in coordination with Seller, each such a manner as party acting reasonably; provided, that nothing in this Section 5.02 shall limit the ability of Buyer to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably contact or communicate with the normal operation any of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior foregoing Persons to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained herein.extent 36

Access to Information. The (a) Until the earlier of the termination of this Agreement and the Closing Date, (1) the Company and WW shall will afford Parent and its accountants, counsel and other representatives, representatives reasonable access during normal business hours during the period prior to the Effective Time to (aA) all of the properties, books, contracts, commitments, commitments and records and auditors of the Company, WW Company and the Subsidiaries, its Subsidiaries and (bB) all other information 48 concerning the Business and the business, intellectual property, properties and personnel of the Company, WW Company and the its Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that , and (2) the Company will provide to Parent and its accountants, counsel and other representatives true, correct and complete copies of internal consolidated financial statements promptly upon request. The Company will not, and will cause its Subsidiaries not to, remove any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, documents from the Company's or WW's personnel and electronically accessible data room provided in such a manner as to maintain connection with the confidentiality Transactions (the “Data Room”). (b) Until the earlier of the termination of this Agreement and the transactions contemplated hereby Closing Date, the Company will cause the officers, counsel or other representatives of it and not its Subsidiaries to interfere unreasonably with notify Parent of any changes or developments the normal operation of Company determines to be material in the business operational matters of the Company or WW. Parent shall afford Stockholder, and its Subsidiaries and the general status of the ongoing business and operations of the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parentits Subsidiaries. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such information. (c) No information or knowledge obtained in any investigation pursuant to in accordance with this Section 5.4 shall affect 4.3 will, or will be deemed to (1) limit, modify or otherwise affect any representation or warranty contained herein.herein or in the Related Agreements or any party’s rights hereunder (including rights under Article 7) or (2) cure, or operate as a waiver of, any inaccuracy in or breach of any representation or warranty, including for purposes of determining whether or not the conditions to the obligations of the parties to this Agreement have been satisfied. (d) The Company will (1) notify Parent in writing after learning of any material Action by any Person initiated against the Company or any of its Subsidiaries (a “New Litigation Claim”); and (2) notify Parent of ongoing material developments in any New Litigation Claim and any Action that was existing prior to the date hereof (including the Litigations). (e) Without limiting the foregoing, the Company will, and will cause each of its Subsidiaries to, promptly notify Parent if the Company or any of its Subsidiaries has received any correspondence asking or inviting the Company or any of its Subsidiaries to enter into a Patent license or similar agreement, to pay for or obtain a release for Patent infringement, or otherwise to enter into other arrangements with respect to the Patents of any other Person. Section 4.4

Access to Information. The Company and WW shall afford Parent and its accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to the Effective Time to (a) all propertiesBetween the date of this Agreement and the Closing Date, Sellers will, to the fullest extent permitted by Law, cause the BGH Entities and the BPL Entities to, during ordinary business hours and upon reasonable notice, (i) give Buyer and its Representatives reasonable access to the books, records, contracts, commitments, records offices and auditors other facilities and properties of the Company, WW BGH Entities and the SubsidiariesBPL Entities (provided that Sellers or their designee(s) may, in the sole discretion of Sellers, accompany the person(s) to whom such access is provided as contemplated herein), (ii) furnish Buyer with such financial and operating data and other information with respect to the BGH Entities and BPL Entities as Buyer may from time to time reasonably request, (iii) make available to Buyer a copy of each material report, schedule or other document filed or received by them with respect to any of the BGH Entities or BPL Entities with the SEC, FERC or any other Governmental Authority having jurisdiction over any such entity; and (biv) all other information concerning the Business and the properties and personnel access to Representatives of the CompanyBGH Entities and BPL Entities; provided, WW and the Subsidiaries however, that (subject to restrictions imposed by applicable lawA) as Parent may reasonably request; provided that any photocopying or similar costs of such access or activities shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business any of the Company BGH Entities and BPL Entities, (B) none of Sellers or WW. Parent any of the BGH Entities or BPL Entities shall afford Stockholderbe unreasonably required to prepare special records, reports, analysis or other information that they do not prepare in the Company and WWordinary course of business, (C) none of Sellers or any of the BGH Entities or BPL Entities shall be required to take any action that would constitute a waiver of the attorney-client privilege, and their respective accountants, counsel and other representatives, access during normal business hours during (D) none of Sellers or any of the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying BGH Entities or similar costs of such access BPL Entities shall be incurred at Stockholder's expense and required to supply Buyer with any information that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing entities shall be deemed legally prohibited to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinsupply.

Access to Information. The Company and WW shall afford Parent and its accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to the Effective Time to (a) all propertiesPrior to the Closing Date, booksupon reasonable notice to the Company (and, contractswith respect to competitively sensitive information of the Company and its Subsidiaries with respect to their respective operations or business opportunities directly competitive with Parent or any of Parent’s Subsidiaries, commitments, records and auditors upon the consent of the Company, WW not to be unreasonably withheld, delayed or conditioned), Parent shall be entitled, through its officers, employees and representatives (including its legal advisors and accountants), to make such investigation of the Subsidiariesproperties, businesses and operations of the Company and its Subsidiaries and such examination of the books and records of the Company and its Subsidiaries as it reasonably requests and, at Parent’s cost and expense, to make extracts and copies of such books and records. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances and shall be subject to restrictions under applicable Law. The Company shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of the Company and its Subsidiaries to cooperate with Parent and Parent’s representatives in connection with such investigation and examination, and (b) all other information concerning the Business Parent and the properties and personnel of its representatives shall cooperate with the Company, WW its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business businesses of the Company or WWand its Subsidiaries. Parent shall afford StockholderNotwithstanding the foregoing, neither the Company and WW, and their respective accountants, counsel and other representatives, nor any of its Subsidiaries shall be required to provide access during normal business hours during the period prior to the Effective Time or to the senior executive management team of Parent to the same extent as disclose information where such access was provided or disclosure would (i) violate or prejudice the rights of its customers, (ii) waive the attorney-client privilege of the institution in possession or control of such information, (iii) contravene any Law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement in the Ordinary Course of Business or (iv) be adverse to the interests of the Company or any of its Subsidiaries in any pending or threatened litigation between the parties hereto over the terms of this Agreement; provided that any photocopying or similar costs for purposes of such access shall be incurred at Stockholder's expense clauses (i), (ii) and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder(iii) above, the Company and WW shallhas used its commercially reasonable efforts to provide the requested information in a way that would not result in such violation, and shall cause their respective affiliates and representativeswaiver or contravention, to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinas applicable.

Access to Information. The From and after the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, upon reasonable notice, and subject to restrictions contained in any confidentiality agreement to which any Group Company and WW is subject, the Company shall afford provide to Parent and its accountants, counsel and other representatives, reasonable access authorized representatives during normal business hours reasonable access to all books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of any Group Company, which may include remote access or other arrangements reasonably designed to protect the health and safety of employees and representatives of the Group Companies as a result of COVID-19). All of such information shall be treated as confidential information pursuant to the terms of the Confidentiality Agreement, the provisions of which are by this reference hereby incorporated herein. Notwithstanding anything to the contrary set forth in this Agreement, during the period prior from the date hereof until the Closing, neither the Sellers nor any of their Affiliates (including the Group Companies) shall be required to the Effective Time disclose to Parent or any of its representatives any (a) all propertiesinformation (i) to the extent related to the sale or divestiture process conducted by the Sellers or their Affiliates for the Group Companies vis-à -vis any Person other than Parent and its Affiliates, books, contracts, commitments, records and auditors of or the Company, WW and the Subsidiaries, and Sellers’ or their Affiliates’ (bor their representatives’) all other information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation evaluation of the business of the Company Group Companies in connection therewith, including projections, financial and other information relating thereto, (ii) if doing so would violate any Contract or WW. Parent Law to which any Seller or any of its Affiliates (including the Group Companies) is a party or is subject or which it reasonably determined upon the advice of counsel would reasonably be expected to result in the loss of the ability to successfully assert attorney-client and work product privileges (provided, however, that the Parties shall afford Stockholdercooperate in good faith to develop substitute arrangements that would not reasonably be expected to so result in the loss of attorney-client privilege or violation of applicable Law and the Sellers shall use commercially reasonable efforts to obtain any consent or waiver necessary from the Person to whom any applicable contractual confidentiality obligation is owed), (iii) if the Company and WWSellers or any of their Affiliates, on the one hand, and their respective accountantsParent or any of its Affiliates, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto, or (iv) if the Sellers reasonably determine upon the advice of counsel and that such information should not be so disclosed due to its competitively sensitive nature, or (b) any information relating to Taxes or Tax Returns other representatives, access during normal business hours during the period prior than information relating solely to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinGroup Companies.

Access to Information. The Company (a) Subject to the terms of the Confidentiality Agreement and WW shall afford Parent and its accountantsapplicable Laws, counsel and other representatives, reasonable access during normal business hours during the period prior from the date of this Agreement through the earlier of the Closing Date and the date on which this Agreement is terminated in accordance with Article IX, Sellers shall permit, and shall cause the Companies and their Subsidiaries to permit, the Purchaser and its advisors, accountants, attorneys and authorized representatives to have reasonable access, during regular business hours and upon reasonable advance notice, to the Effective Time to (a) all offices, facilities, assets, properties, bookscertain management-level employees, contracts, commitments, books and records and auditors of the Company, WW and the SubsidiariesBusiness, and (b) all shall furnish, or cause to be furnished, to the Purchaser, such financial, Tax and operating data and other information concerning with respect to such entities and their respective offices, facilities, assets, properties, employees, businesses and operations as the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject Purchaser shall from time to restrictions imposed by applicable law) as Parent may time reasonably request; provided that Sellers shall have no obligation to provide any photocopying Tax Returns or similar costs work papers of such any Seller that are an Excluded Asset. All access and investigation pursuant to this Section 6.05(a) shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel Purchaser’s expense and in such a manner as not to maintain unreasonably interfere with the confidentiality normal operations of this Agreement the Business. Notwithstanding anything to the contrary contained herein or otherwise, prior to the Closing, (i) all such access and information relating thereto shall be governed by the terms and conditions of the Confidentiality Agreement, (ii) without the prior written consent of Sellers, the Purchaser shall not contact any vendor, customer or employee of Sellers, the Companies or any of their respective Subsidiaries with respect to the transactions contemplated hereby by this Agreement, and not (iii) the Purchaser shall have no right to interfere unreasonably with the normal operation perform invasive or subsurface investigations of the business properties or facilities of the Company or WW. Parent shall afford StockholderSellers, the Company and WWCompanies or any of their Subsidiaries without the prior written consent of Sellers. None of Sellers, the Companies or their respective Subsidiaries shall have any obligation to provide the Purchaser with any such access or information which, after being advised as such by legal counsel, Sellers, the Companies and their respective accountantsSubsidiaries conclude in good faith cannot be disclosed without (i) violating applicable Law or other obligation of confidentiality, counsel and other representatives(ii) contravening any Contract entered into by Sellers, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided Companies or their respective Subsidiaries prior to the date of this Agreement, (iii) violating or prejudicing the rights of any Sellers’, the Companies’ or their respective Subsidiaries’ customers, or (iv) violating or jeopardizing the attorney-client privilege, attorney work-product privilege or other immunity or protection from disclosure of Sellers, the Companies or their respective Subsidiaries; provided provided, that any photocopying or similar costs of such access Sellers, the Companies and their Subsidiaries shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under provide the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably Purchaser with the normal operation notice of the business withholding of Parent. Parent and the Stockholder acknowledge and agree that all any information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19foregoing clauses (i), 2000 (ii), (iii) or (iv) and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company use their reasonable best efforts to identify and WW shall, and shall cause their respective affiliates and representatives, implement any alternative means to comply with the provisions allow disclosure of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinsuch access.

Access to Information. The Company and WW From the date hereof until the Closing, Transferor shall (a) afford Parent Acquiror and its accountantsRepresentatives reasonable access to and the right to inspect all of the assets, counsel premises, Inventory, Books and Records, Contracts and other representativesdocuments and data related to the Business; (b) furnish Acquiror and its Representatives with such financial, reasonable access operating and other data and information related to the Business as Acquiror or any of its Representatives may reasonably request; and (c) instruct the Representatives of Transferor to cooperate with Acquiror in its investigation of the Business; provided, however, that any such investigation shall be conducted during normal business hours during the period prior upon reasonable advance notice to the Effective Time to (a) all properties, books, contracts, commitments, records and auditors of the Company, WW and the Subsidiaries, and (b) all other information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable timeTransferor, under the supervision of the Stockholder's, the Company's or WW's Transferor’s personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation conduct of the business Business or any other businesses of the Company Transferor. All requests by Acquiror for access pursuant to this Section 6.02 shall be submitted or WWdirected exclusively to Xxxxxxx Xxxxxx or such other individuals as Transferor may designate in writing from time to time. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior Notwithstanding anything to the Effective Time contrary in this Agreement, Transferor shall not be required to the senior executive management team of Parent disclose any information to the same extent as Acquiror if such access was provided disclosure would, in Transferor’s sole discretion: (y) jeopardize any attorney-client or other privilege, or (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement; provided that . Prior to the Closing, without the prior written consent of Transferor, which may be withheld for any photocopying reason, Acquiror shall not contact any suppliers to, or similar costs of such access customers of, the Business and Acquiror shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as have no right to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation perform invasive investigations of the business of ParentLeased Real Property. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW Acquiror shall, and shall cause their respective affiliates and representativesits Representatives to, to comply with abide by the provisions terms of such the Confidentiality Agreement with respect to such information. No any access or information or knowledge obtained in any investigation provided pursuant to this Section 5.4 6.02. No investigation by Acquiror or other information received by Acquiror shall operate as a waiver or otherwise affect any representation, warranty or be deemed to modify any representation agreement given or warranty contained hereinmade by Transferor in this Agreement.

Access to Information. The From the date hereof until the Closing, the Company and WW shall its Subsidiaries shall: (a) afford Parent and its accountantsrepresentatives reasonable access to and the right to interview personnel, counsel inspect all of the Real Property, properties, assets, premises, books and records, contracts, agreements and other representativesdocuments and data related to the Company and its Subsidiaries; (b) furnish Parent and its representatives with copies of such contracts, books and records, financial, operating and other data and information related to the Company as Parent or any of its representatives may reasonably request; (c) afford Parent and its representatives with reasonable access to the Company’s and Subsidiaries’ suppliers, vendors and customers for the purposes of transition planning and integration upon notice to and with the prior consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed, provided representatives of the Company may be present during any such access); and (d) instruct the representatives the Company to cooperate with Parent in its investigation of the Company; provided, however, that any such investigation shall be conducted during normal business hours during the period prior upon reasonable advance notice to the Effective Time to (a) all properties, books, contracts, commitments, records and auditors of the Company, WW and the Subsidiaries, and (b) all other information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's ’s personnel and in such a manner as not to maintain interfere with the confidentiality normal operations of the Company. All requests by Parent for access pursuant to this Agreement Section 7.2 shall be submitted or directed exclusively to Xxxxxxxx X. Xxxxx or Xxxxxxx X. Xxxxxx or such other individuals as Company may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to disclose any information to Parent if such disclosure would, in Company’s reasonable discretion upon advice of counsel: (x) cause significant competitive harm to the Company and its businesses if the transactions contemplated hereby and by this Agreement are not to interfere unreasonably with the normal operation of the business of the Company consummated; (y) jeopardize any attorney-client or WW. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided privilege; or (z) contravene any applicable Law or fiduciary duty or binding agreement entered into prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time. Prior to the Closing, under without the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation prior written consent of the business Company, which will not be unreasonably withheld, conditioned or delayed, Parent shall have no right to perform invasive or subsurface investigations of Parentthe Real Property. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representativesits representatives to, to comply with abide by the provisions terms of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained herein7.2.

Access to Information. The From the date hereof until the Closing, Seller shall, and shall cause the Company and WW shall to: (a) afford Parent Buyer and its accountantsRepresentatives reasonable access to and the right to inspect all of the Leased Real Property, counsel properties, assets, premises, books and records, contracts, agreements and other representativesdocuments and data and, reasonable access with Seller’s prior written consent (not to be unreasonably withheld, conditioned or delayed) officers, directors, employees, customers and other business relations, related to the Company; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Seller and the Company to cooperate with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted during normal business hours during the period prior upon reasonable advance notice to the Effective Time to (a) all properties, books, contracts, commitments, records and auditors of the Company, WW and the Subsidiaries, and (b) all other information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable timeSeller, under the supervision of the Stockholder's, the Company's or WW's Seller’s personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to materially interfere unreasonably with the normal operation operations of the business of Company. All requests by Buyer for access pursuant to this Section 5.02 shall be submitted or directed exclusively to such individuals as Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither Seller nor the Company or WW. Parent shall afford Stockholderbe required to disclose any information to Buyer if such disclosure would: (x) cause material competitive harm to Seller, the Company and WWCompany, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and businesses if the transactions contemplated hereby and by this Agreement are not consummated; (y) jeopardize any attorney-client or other legal privilege; or (z) contravene any applicable Law. Prior to the Closing, without the prior written consent of Seller, not to interfere be unreasonably with withheld, conditioned or delayed, Buyer shall not contact any suppliers to, or customers of, the normal operation Company. Prior to Closing, Buyer shall have no right to perform invasive or subsurface investigations of the business Leased Real Property without the prior written consent of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinSeller.

Access to Information. The Company and WW shall afford Parent and its accountants, counsel and other representatives, reasonable access during normal business hours during (a) From the period prior date of this Agreement to the Effective Time or earlier termination of this Agreement, upon reasonable notice and subject to applicable Laws (aincluding any applicable United States and foreign antitrust and competition Laws) relating to the exchange of information, the Company shall, and shall cause each of its Subsidiaries to, afford to the officers, employees and agents and representatives, including any investment banker, financial advisor, attorney, accountant or other advisor, agent, representative, intermediary or affiliate retained in connection with the transactions contemplated by this Agreement (collectively as to each party, its “Representatives”) of Parent, reasonable access, during normal business hours, and upon reasonable prior notice, to all its properties, books, contractsContracts, commitments, records commitments and auditors of the Company, WW and the Subsidiariesrecords, and (b) all other information concerning the Business to its officers, employees and the properties and personnel of the CompanyRepresentatives, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such each case in a manner as not unreasonably disruptive to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of the Company or WW. Parent shall afford Stockholderand its Subsidiaries, and, during such period, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates its Subsidiaries to, make available to Parent (i) a copy of each report, schedule, registration statement and representativesother document filed or received by it during such period pursuant to applicable Legal Requirements (including with respect to any Money Transmitter Licenses) and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request; provided, however, that the Company shall not be required to comply with provide such access or furnish such information if the provisions Company in good faith reasonably believes that doing so would reasonably be expected to (A) result in the loss of such Confidentiality Agreement attorney-client privilege or attorney work product privilege, (B) breach or violate any applicable Law or Legal Requirement, or (C) violate any confidentiality obligation (existing on the date hereof) with respect to such information; provided, further, that the parties agree to collaborate in good faith to make alternative arrangements to allow for such access or disclosure in a manner that does not result in the events set out in clauses (A), (B) or (C) above. No information investigation by Parent or knowledge obtained in its Representatives shall constitute a waiver of or otherwise affect the representations, warranties, covenants or agreements of the Company set forth herein or otherwise affect any investigation pursuant condition to the obligations of the parties hereto under this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinAgreement.

Access to Information. The Subject to Applicable Law, Section 6.12, Section 6.18 and applicable contractual restrictions, upon reasonable notice, the Company shall (and WW shall cause its Subsidiaries to) afford Parent Parent’s officers and its accountantsParent’s other authorized Representatives reasonable access, counsel and other representatives, reasonable access during normal business hours during throughout the period prior to the Effective Time Time, to (a) all its properties, books, contractsContracts, commitmentspersonnel, Tax Returns and records. The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records and auditors governed by a confidentiality, non-disclosure or other similar agreement in effect as of the Companydate hereof, WW and the Subsidiaries, and (b) all other to provide access to or otherwise make available or furnish any information concerning if and to the Business and extent that the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs provision of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under information would in the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business good faith judgment of the Company based on advice of counsel jeopardize any attorney-client, work product or WW. Parent shall afford Stockholderother legal privilege or protection (it being agreed that, (1) in the case of clauses (a), (b) and (d), the Company shall give notice to Parent of the fact that it is withholding such information or documents and WW, thereafter the Company and Parent shall use their respective accountantsreasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (2) in the case of clause (a), counsel and other representativesthe Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access during normal business hours during the period prior to or otherwise make available any information relating to the Effective Time process conducted by the Company that led to the senior executive management team of Parent to the same extent as such access was provided prior to the date execution of this Agreement; provided , or (d) to provide access to or otherwise make available or furnish any information if and to the extent that any photocopying or similar costs the provision of such access shall information could reasonably be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under expected to in the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation judgment of the business Company based on advice of Parentcounsel violate any Applicable Law. Notwithstanding anything herein to the contrary, Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing Merger Sub shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shallnot, and shall cause their respective affiliates and representativesRepresentatives not to, to comply contact any customer, partner, vendor or supplier of the Company in connection with the provisions Merger or any of the other transactions contemplated by this Agreement without the Company’s prior written consent (such Confidentiality Agreement with respect consent to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such informationcontact shall be arranged and supervised by Representatives of the Company. No All requests for information or knowledge obtained in any investigation made pursuant to this Section 5.4 6.05 shall affect be directed to the Senior Vice President, General Counsel and Secretary or other Person designated by the Company. All such information shall be deemed to modify any representation or warranty contained herein“Evaluation Material” (as defined in the Confidentiality Agreement) under and be governed by the terms of the Confidentiality Agreement.

Access to Information. The Company shall, and WW shall afford Parent cause the Subsidiary to, give the Buyer and its representatives (including the Buyer's accountants, counsel and other representativesemployees), upon reasonable access notice and during normal business hours during the period prior hours, full access to the Effective Time to (a) all properties, contracts, books, contractsrecords and affairs of the Company and the Subsidiary. The Company shall cause its officers and employees, commitmentsand the officers and employees of the Subsidiary, to furnish to the Buyer all documents, records and auditors of the Company, WW information (and the Subsidiaries, and (b) all other information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable lawcopies thereof) as Parent the Buyer may reasonably request; provided it being understood that (a) the Company, in its sole discretion may deny or restrict any photocopying access (i) involving possible breaches of applicable confidentiality agreements with third parties, or similar costs possible waivers of any applicable attorney-client privileges or (ii) if any Buyer Party is in material breach of this Agreement, (b) such access investigations shall be incurred at Parent's expense and that such access will conducted at a reasonable time, not under the supervision of the Stockholder's, any circumstances interfere with the Company's or WWthe Subsidiary's personnel operations, activities or employees, and (c) such investigations shall not be of a nature that in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business opinion of the Company or WW. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying may violate applicable antitrust or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of laws. If this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received is terminated pursuant to Section 9.1, (x) the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW Buyer Parties shall, and shall cause their respective affiliates representatives to, keep confidential any Confidential Information obtained from any Company Party (except as may be specifically (and representativesonly to the extent) required to be disclosed by applicable Law or administrative or legal process or pursuant to any securities exchange rules), it being understood that the Buyer Parties will notify the Company in writing prior to comply with the provisions any proposed disclosure of such Confidential Information in order to enable the Company to seek an appropriate protective order; and (y) the Buyer Parties shall return to the Company Parties all documents (and reproductions thereof) supplied to any Buyer Party by any Company Party. The foregoing covenants relating to confidentiality are in addition to those included in the Prior Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinAgreement.

Access to Information. The Company (a) Except as may be prohibited by Requirements of Law, the Seller shall afford, and WW shall afford Parent cause the Companies to afford, to the officers, employees and its authorized representatives of the Buyer (including independent public accountants, counsel financial advisors and other representatives, attorneys) reasonable access during normal business hours during the period prior hours, upon reasonable advance notice, to the Effective Time to (a) all offices, properties, booksemployees and business and financial records (including computer files, contractsretrieval programs and similar documentation) located on the Owned Real Property or the Leased Real Property (to the extent they are not privileged) and shall furnish to the Buyer or its authorized representatives such additional information concerning the Company Group and relating primarily to the Business as shall be reasonably requested by the Buyer, commitmentsin each case in order to conduct Phase I environmental site assessments, records prepare pro forma financial statements for the Business, and auditors to plan for an orderly transition of ownership and operation of the CompanyBusiness; provided, WW and however, that (i) no member of the SubsidiariesCompany Group shall be required to violate any obligation of confidentiality to which such member or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), (ii) the Seller shall not be required to make available, or cause the Companies to make available, Business Employee personnel files to the extent disclosure is subject to limitations or requirements relating to employee data privacy laws, and (biii) all other information concerning in no event shall the Business and the properties and personnel Buyer be permitted to conduct any Phase II environmental site assessment or conduct any sampling of the Companysoil, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided sediment, surface water, ground water or building material at, on, under or within any Facility. The Buyer agrees that any photocopying or similar costs of such permitted investigation undertaken by the Buyer pursuant to the access granted under this Section 5.1(a) shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business Business by any member of the Company Group, and that the Buyer and its affiliates and representatives shall not contact or WW. Parent shall afford Stockholder, speak to any of the employees of the Company and WWGroup without the prior written consent of the Seller, and their respective accountantswhich consent shall not be unreasonably withheld, counsel and other representatives, access during normal business hours during the period prior conditioned or delayed. Notwithstanding anything to the Effective Time contrary in this Agreement, no member of the Company Group or RDA shall be required to provide access to or disclose information where, upon the senior executive management team advice of Parent to the same extent as counsel, such access was provided prior to or disclosure would jeopardize the date of this Agreement; provided that any photocopying or similar costs attorney-client privilege of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision party or contravene any Requirement of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinLaw.

Access to Information. The Company (a) From the date of this Agreement until the earlier of the Closing and WW the valid termination of this Agreement in accordance with the terms hereof, Seller shall afford Parent (a) give Purchaser and its accountants, counsel and other representatives, Representatives reasonable access during normal business hours during the period prior to the Effective Time to (a) all offices, properties, books, contracts, commitments, records and auditors Books and Records of the CompanyBusiness (subject to Seller taking actions reasonably necessary to ensure compliance by Seller and its Subsidiaries and their respective directors, WW officers and employees with any COVID-19 Measures; provided, that Seller and its Subsidiaries shall use commercially reasonable efforts to allow for such access or as much of such access as is possible in a manner that does not jeopardize the Subsidiarieshealth and safety of their respective directors, officers and employees), (b) all furnish to Purchaser and its Representatives such financial and operating data and other information concerning relating to the Business as such Persons may reasonably request and (c) instruct Seller employees with knowledge of the Business and counsel and financial advisors of Seller and Seller’s other relevant Representatives to cooperate with Purchaser in its investigation of the properties Business. Any investigation pursuant to this Section 5.03 shall be conducted at Purchaser’s sole cost and expense, under supervision of appropriate personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel Seller and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation conduct of the business of Seller and its Subsidiaries. Notwithstanding the Company foregoing, Seller shall have no obligation to disclose any confidential or WWproprietary information of third parties the disclosure of which is subject to a confidentiality obligation in favor of any third party; provided, that Seller shall use commercially reasonable efforts to obtain consent from the applicable third Person to permit disclosure to Purchaser of such confidential or proprietary information. Parent shall afford StockholderAll requests for access to the offices, the Company and WWproperties, and their respective accountantsBooks and Records of the Business shall be made to such Representatives of Seller as Seller shall designate, counsel who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that neither Purchaser nor any of its Representatives shall contact any of the employees, customers, suppliers or other representativesbusiness partners of Seller or any of its Subsidiaries regarding the Transactions, whether in person or by telephone, electronic or other mail or other means of communication, without the specific prior authorization of such Representatives of Seller. Notwithstanding the foregoing: (i) neither Seller nor any Subsidiary of Seller shall be required to provide access during normal business hours during to or disclose information where such access or disclosure would waive the period prior attorney-client privilege or contravene any Applicable Law, (ii) Seller may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided under this Section 5.03 as “Outside Counsel Only Material,” which Outside Counsel Only Material and the information contained therein shall be given only to the Effective Time outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, directors or other Representatives of the senior executive management team of Parent recipient unless express permission is obtained in advance from Seller or its legal counsel or pursuant to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying “clean team” or similar costs of procedures agreed by Seller and Purchaser acting reasonably, (iii) any materials provided under this Section 5.03 may be redacted as necessary to comply with Applicable Law or as necessary to address reasonable legal privilege concerns; provided, that Seller will use commercially reasonable efforts to provide such access shall be incurred at Stockholder's expense information and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and materials in such a manner that complies with Applicable Law and does not jeopardize legal privilege, and (iv) except (x) as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all set forth in Section 5.06 or (y) for information received from or on behalf of the Parent, Company, WW or any Subsidiary reasonably requested by Purchaser in connection with its financial reporting obligations following the transactions contemplated hereby prior Closing, Seller shall not be required to prepare financial statements or other financial information relating to the Closing shall be deemed Business that it does not customarily prepare in the ordinary course of its business. Purchaser will hold, and will cause its Representatives and Affiliates to be received pursuant to hold, any non-public information, including any and all information provided this Section 5.03 in confidence in accordance with the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such informationAgreement. No information or knowledge obtained in any investigation pursuant to this Section 5.4 5.03 shall affect or be deemed to modify alter any representation or warranty contained hereinprovided under this Agreement or any Ancillary Agreement by Seller or its Subsidiaries.

Access to Information. The From and after the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance notice, and subject to restrictions contained in the confidentiality agreements to which the Group Companies are subject, the Company and WW shall afford provide to Parent and its accountantsauthorized representatives reasonable access to all books and records of the Group Companies and all officers, counsel directors, employees and other representativespersonnel of the Group Companies, reasonable access in each case, during normal business hours during (in a manner so as to not interfere with the normal business operations of any Group Company). From and after the date immediately following the expiration or termination of the waiting period prior to under the Effective Time to HSR Act (or any other Antitrust Law), (a) the Company shall permit a limited number of authorized representatives of Parent to attend any and all properties, books, contracts, commitments, records and auditors meetings of the CompanyCompany Executive Committee (or any sub-committee thereof) and meetings of the board of directors and any committee thereof (or similar governing body) of each Group Company and to receive all written materials and communications related to such meetings at the same time as (or promptly thereafter) management or the board or committee (or similar governing body) receives such materials or communications, WW provided that the Group Companies shall be entitled to require that any representative(s) of Parent recuse themselves from any portion of any such meeting, and the SubsidiariesGroup Companies shall be entitled to redact or withhold any such materials or communications, to the extent that the representative(s)’ participation in the portion of such meeting, or the provision of such materials or communications to the representative(s), would be reasonably likely to (x) jeopardize any attorney-client or other legal privilege, (y) contravene any applicable Laws or (z) breach any confidentiality obligations of the Group Companies under contracts with third parties and (b) all other solely to the extent permitted by applicable Law, Parent and its authorized representatives shall be permitted to offer advice and guidance to the Group Companies on their business operations, which the Group Companies shall consider in their respective sole discretion, provided that, for the avoidance of doubt, in no event shall the Group Companies be obligated to follow or implement any such advice or guidance. All of such information concerning shall be treated as confidential information pursuant to the Business and the properties and personnel terms of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder'sConfidentiality Agreement, the Company's or WW's personnel and provisions of which are by this reference hereby incorporated herein. Notwithstanding anything to the contrary in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of the Company or WW. Parent shall afford StockholderAgreement, the Company and WWshall not be required to disclose any information to Parent (including pursuant to Section 6.1) if such disclosure would be reasonably likely to (x) jeopardize any attorney-client or other legal privilege, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that (y) contravene any photocopying applicable Laws or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the (z) breach any confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation obligations of the business of Parent. Parent and the Stockholder acknowledge and agree Group Companies under contracts with third parties; provided, however, that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply notify Parent in writing with the provisions a general description of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation each item not disclosed pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinclause.

Access to Information. The Company (a) Upon reasonable notice and WW subject to applicable laws relating to the exchange of information, each of the Buyer and the Seller, for the purposes of verifying the representations and warranties of the other and relating to the Merger and the other matters contemplated by this Agreement, shall, and shall cause each of their respective subsidiaries to, afford Parent and its to the officers, employees, accountants, counsel and other representativesrepresentatives of the other party, reasonable access access, during normal business hours during the period prior to the Effective Time Time, to (a) all of its properties, books, contracts, commitmentscommitments and records, records and auditors and, during such period, each of the Company, WW Buyer and the SubsidiariesSeller shall, and shall cause their respective subsidiaries to, make available to the other party (bi) 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 Buyer or the Seller, as the case may be, is not permitted to disclose under applicable law) and (ii) all other information concerning the Business and the its business, properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent such party may reasonably request; provided provided, however, that each of the parties hereby acknowledges and agrees that ------------------ any photocopying such access or similar costs provision of information shall be scheduled and managed so as not to unreasonably interfere with or disrupt the business or operations of the party providing access or information. Subject to the proviso in the preceding sentence, the Seller also shall provide the Buyer with reasonable access to the Seller's officers, employees and agents and with copies of all periodic reports to the Seller's senior management, provided, however, that in addition to the ------------------ following sentence, with respect to any Loan Property, Buyer may not conduct any invasive environmental testing or sampling without the consent of Seller, which consent shall not be unreasonably withheld. Neither the Buyer nor the Seller nor any of their respective subsidiaries shall be required to provide access to or to disclose information to the extent such access or disclosure would violate or prejudice the rights of the Buyer's customers or the Seller's customers, as the case may be, jeopardize the attorney-client privilege of the institution in possession or control of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable timeinformation or contravene any law, under the supervision of the Stockholder'srule, the Company's regulation, order, judgment, decree, fiduciary duty or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of the Company or WW. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided binding agreement entered into prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained herein.

Access to Information. (a) Prior to the Closing Date and subject to applicable Law and Section 6.06, Parent and State Bank shall be entitled, through its representatives (including its legal advisors, consultants and accountants), to have such access to the properties, businesses and operations of the Seller Bank and its Subsidiaries and such examination of the books and records of the Seller Bank and its Subsidiaries as it reasonably requests in connection with Parent’s efforts to consummate the transactions contemplated by this Agreement. Any such access and examination shall be conducted on reasonable advance written notice, during regular business hours and under reasonable circumstances and shall be subject to restrictions under applicable Law. The Company Seller Bank shall use its commercially reasonable efforts to cause the officers, employees, consultants, agents, accountants, attorneys and WW shall afford other representatives of the Seller Bank and its Subsidiaries to reasonably cooperate with Parent and Parent’s representatives in connection with such access and examination, and Parent and its representatives shall reasonably cooperate with the Seller Bank and its Subsidiaries and their respective officers, employees, consultants, agents, accountants, counsel attorneys and other representatives, representatives and shall use their commercially reasonable access during normal business hours during the period prior efforts to minimize any disruption to the Effective Time to (a) all properties, books, contracts, commitments, records and auditors business of the CompanySeller Bank. Prior to the Closing, WW Parent and the Subsidiaries, Parent’s representatives may contact and (b) all other information concerning the Business and the properties and personnel communicate with employees of the Company, WW Seller Bank and its Subsidiaries to the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs extent necessary in connection with the consummation of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and without the prior written consent of the Seller Bank; provided that such requested communication does not to unreasonably interfere unreasonably with the normal operation ongoing operations of the business Seller Bank or any of its Subsidiaries. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it would (i) unreasonably disrupt the operations of the Company Seller Bank or WWany of its Subsidiaries or (ii) would reasonably be expected to cause the Seller Bank or any of the Seller Bank’s Subsidiaries to waive an attorney-client, other legal privilege or the work product doctrine, or violate any Contract or obligation of confidentiality or non-disclosure or conflict with any confidentiality obligations to which the Seller Bank or any of the Seller Bank’s Subsidiaries is bound, in each case with respect to information to be disclosed; provided, however, that the Seller Bank shall request, but shall not be required to obtain, a waiver of any such confidentiality obligations upon Parent’s reasonable prior written request; and provided, further, that the Seller Bank shall use commercially reasonable efforts to seek alternative means to disclose such information as nearly as possible without waiving any attorney-client privilege, other legal privilege or the work product doctrine, or violating or conflicting with such Contract or other obligation of confidentiality or non-disclosure (it being understood that such commercially reasonable efforts shall not require the Seller Bank or any of its Subsidiaries to pay any consideration or amend or modify any Contract). Parent shall afford StockholderNotwithstanding anything to the contrary contained herein, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to Closing, (A) without the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation written consent of the business of Parent. Seller Bank, neither Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW nor State Bank shall, and Parent and State Bank shall cause their respective affiliates officers, employees, legal advisors, consultants, agents, accountants and representativesother representatives not to, contact any supplier, customer, client, independent contractor, landlord, lessor, any person with whom the Seller Bank or any of the Seller Bank’s Subsidiaries have or have had a business relationship or other representative of or to comply with the provisions Seller Bank or any of such Confidentiality Agreement the Seller Bank’s Subsidiaries with respect to the Seller Bank, any of the Seller Bank’s Subsidiaries or the transactions contemplated by this Agreement, and (B) neither Parent nor State Bank shall have any right to perform invasive or subsurface investigations of the properties or facilities of the Seller Bank or any of the Seller Bank’s Subsidiaries without the prior written consent of the Seller Bank. The Seller Bank does not make any representation or warranty as to the accuracy of any information (if any) provided or obtained pursuant to this Section 6.05 and neither Parent nor State Bank may rely on the accuracy of any such information, in each case other than as expressly set forth in the Seller Bank’s representations and warranties contained in Article IV. No information or knowledge obtained in any investigation pursuant to this Section 5.4 6.05 or otherwise by Parent, State Bank or their representatives shall affect or be deemed to modify any representation or warranty of the Seller Bank’s representations and warranties contained hereinin Article IV.

Access to Information. The (a) Subject to the terms of the Confidentiality Agreement and applicable Laws and Orders, during the period from the execution and delivery of this Agreement by the Parties through the earlier of the Closing and the date on which this Agreement is terminated in accordance with Article VII, (i) the Company shall provide to the Buyer (A) within thirty (30) days following the end of each calendar month during such period, copies of monthly consolidated financial statements of the Sellers prepared in the ordinary course of business, together with a cash flow statement that includes cash flows for operating, investing and WW financing and relevant details, in each case in accordance with GAAP, consistently applied, and (B) within four (4) months following the end of a fiscal year (including fiscal year 2019), audited consolidated financial statements of the Sellers prepared in the ordinary course of business and in accordance with GAAP, consistently applied, and (ii) the Sellers shall afford Parent permit the Buyer and its accountantsRepresentatives to have reasonable access, counsel and other representatives, reasonable access during normal business hours during the period prior and upon reasonable advance notice, to the Effective Time to (a) all offices, facilities, assets, properties, books, contracts, commitments, management-level employees and books and records and auditors of the Company, WW and the SubsidiariesSellers, and (b) all shall furnish, or cause to be furnished, to the Buyer such financial and operating data and other information concerning with respect to such entities and their respective offices, facilities, assets, properties, employees, businesses and operations, in each case, as the Business and Buyer shall from time to time reasonably request in connection with the properties and personnel transactions contemplated hereby; provided, that nothing herein shall obligate the Sellers to produce any such information in connection with any Action commenced or threatened by or on behalf of the Company, WW Buyer against any Seller or any Seller Related Party. All access and the Subsidiaries (subject investigation pursuant to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access this Section 5.07 shall be incurred at Parent's expense coordinated through the Company’s general counsel or the designee thereof and that such access will shall be conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel Buyer’s expense and in such a manner as not to maintain interfere with the confidentiality normal operations of the Businesses. Notwithstanding anything to the contrary contained herein or otherwise, no Seller shall be required to provide access to or to disclose information where such access or disclosure would reasonably be expected to (i) jeopardize the attorney-client privilege, (ii) contravene any Law, (iii) result in the disclosure of competitively sensitive information or (iv) relate to the Sellers’ sale process, including any information related to proposals from other Persons relating to any other potential transaction with the Sellers, provided that in each of clauses (i) – (iv) that the Company shall provide notice to the Buyer that information is being so withheld in a manner that does not result in the disclosure of the underlying information and the Parties shall use commercially reasonable efforts to enter into reasonable and customary arrangements that would permit such access to be provided or information to be disclosed without jeopardizing such privilege, contravening such Law or resulting in the disclosure of such competitively sensitive information, as applicable. Notwithstanding anything to the contrary contained herein or otherwise, prior to the Closing, (i) without the prior written consent of the Sellers (which shall not be unreasonably withheld, conditioned or delayed), the Buyer shall not, and shall cause its Affiliates and its Representatives not to, contact any vendor, customer, partner or other Person with whom the Sellers have a business relationship regarding the business, operations, assets, financial condition or prospects of the Sellers or this Agreement and or the transactions contemplated hereby hereby, and not (ii) the Buyer shall have no right to interfere unreasonably with the normal operation perform invasive or subsurface investigations of the business properties or facilities of the Company or WW. Parent shall afford StockholderSellers without the prior written consent of the Sellers; provided, that, for the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team avoidance of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and doubt nothing in such a manner as to maintain the confidentiality of this Agreement and shall prevent Buyer or any of its Affiliates (or their Representatives) from communicating with any Person in the ordinary course of business unrelated to the transactions contemplated hereby and not herein or from taking actions or fulfilling obligations in connection with Section 5.05. Notwithstanding anything in this Agreement to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all contrary, no access or information received from provided by or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation Sellers pursuant to this Section 5.4 shall affect or be deemed to 5.07 will modify any representation of the representations or warranty warranties of the Sellers contained hereinin this Agreement or the conditions hereunder to the obligations of the Buyer.

Access to Information. The Subject to the last sentence of this Section 6.04, from the date hereof until the Effective Time and subject to Applicable Law and the Confidentiality Agreement, upon reasonable written prior notice, the Company and WW shall afford Parent and (i) give to Parent, its accountantscounsel, counsel financial advisors, auditors and other representatives, authorized Representatives reasonable access during normal business hours during the period prior to the Effective Time to (a) all personnel, offices, properties, books, contracts, commitments, books and records and auditors (including Tax records) of the Company, WW Company and the Company Subsidiaries, (ii) furnish 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 and (biii) all instruct its employees, counsel, financial advisors, auditors and other information concerning authorized Representatives to cooperate with Parent in its investigation of the Business Company and the properties and personnel of the Company, WW and the Subsidiaries (subject Company Subsidiaries. Any investigation pursuant to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access this Section 6.04 shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation conduct of the business of the Company or WW. Parent shall afford Stockholder, and the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such informationSubsidiaries. No information or knowledge obtained in any investigation pursuant to this Section 5.4 6.04 shall affect or be deemed to modify any representation or warranty contained hereinmade by any party hereunder. Notwithstanding anything herein to the contrary, under no circumstances shall the Company, the Company Subsidiaries or their respective Representatives be required to furnish any person with, or be required to provide access to any person to, information about the Company or any of the Company Subsidiaries that is prohibited by any Applicable Law or contractual restraint enforceable upon the Company or any of the Company Subsidiaries, or where such access to information would reasonably be expected to involve the waiver of any attorney-client privilege; provided that the Company will inform Parent of the general nature of the document or information being withheld and reasonably cooperate with Parent to provide such document or information in a manner that would not result in a violation of Law or any such contractual restraint or the loss or waiver of such privilege.

Access to Information. The (a)During the Interim Period, the Seller and the Company and WW shall afford Parent provide the Buyer and its accountantsRepresentatives (including the R&W Insurer and its Representatives) with access to information regarding the Company Entities and their material operations, counsel and other representativesin each case, reasonable as reasonably requested by the Buyer, in each case, except for information (i) that the Seller reasonably believes the Seller or any Company Entity is prohibited from providing to the Buyer by reason of applicable Law or (ii) that constitutes, or allows access to, information protected by attorney-client privilege; provided, however, that such access shall (A) be conducted at the Buyer’s expense, during normal business hours during the period prior to the Effective Time to (a) all properties, books, contracts, commitments, records and auditors of the Company, WW and the Subsidiaries, and (b) all other information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of personnel of the Stockholder'sSeller or the Company Entities, as applicable, (B) not disrupt the normal operations of any Company Entity, (C) comply with all applicable Laws, including those regarding the exchange of competitively sensitive information and (D) not include any invasive environmental sampling (including soil, groundwater, surface water, air or sediment sampling). All of such information shall be subject to the terms of the Confidentiality Agreement, the provisions of which are hereby incorporated into this Agreement and acknowledged by the Parties as a continuing obligation in accordance with its terms. The Seller and the Company shall instruct the Representatives of the Seller and the Company to cooperate with the Buyer in its investigation of the Company's . The Buyer shall not be permitted during the Interim Period to contact any Company Entity’s vendors, employees, customers or WW's personnel and suppliers, or any Governmental Entities (except in connection with applications for Permits or Filings required to be made prior to the Closing under this Agreement and, in such a manner as case, only in accordance with the terms of this Agreement) regarding the operations or legal status of, or any such Person’s relationships with, any Company Entity without receiving prior written consent from the Seller. The Seller will reasonably cooperate with respect to maintain the confidentiality transfer of any Permits or notifications required pursuant to any Permits in connection with the Transaction. Subject to the other terms of this Agreement and compliance with all applicable Laws, the transactions contemplated hereby Parties shall cooperate to develop a mutually agreeable post-signing communications plan regarding customers, suppliers and not to interfere unreasonably with the normal operation employees of the business of the Company or WW. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained herein.

Access to Information. The (a) During the period commencing on the date hereof and ending on the earlier of (i) the date on which the Effective Time occurs and (ii) the date on which this Agreement is terminated pursuant to Section 7.1, upon reasonable notice and in compliance with Law, the Company shall, and WW shall cause each of the Company Subsidiaries to, afford Parent and its accountants, counsel Merger Sub and other representatives, their respective Representatives reasonable access during normal business hours during the period prior to the Effective Time to (a) all officers, directors, senior management personnel, accountants, properties, bookssystems, contractsnetwork, commitments, books and records and auditors of the Company, WW Company and the Subsidiaries, and (b) all other information concerning the Business and the properties and personnel of the Company, WW and the Company Subsidiaries (subject excluding those books and records relating to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality negotiation of this Agreement and the transactions contemplated hereby process leading to the execution of this Agreement) and, during such period, the AGF Entities shall furnish promptly to Parent and not Merger Sub all material information concerning their business, properties and personnel as Parent and Merger Sub may reasonably request; provided, that (A) the Company may limit such access if in the reasonable judgment of the Company, any applicable Law requires it or the Company Subsidiaries to interfere unreasonably restrict access to any of their business, properties, information or personnel (provided, however, that the Company shall endeavor to provide access to Parent and Merger Sub in a manner consistent with the normal operation of Antitrust Laws), (B) such access shall not unreasonably disrupt the business Company’s or any of the Company Subsidiaries’ operations, (C) review of the information received by Parent pursuant to this Section 5.2(a) shall be conducted at Parent’s expense, (D) all documents or WW. Parent other information subject to attorney-client privilege and work-product doctrine shall afford Stockholderbe provided under a joint defense or common-interest privilege, to the Company and WWextent applicable, and their respective accountantsParent, counsel Merger Sub and other representativesthe applicable AGF Entities shall enter into such documentation as may reasonably be required to evidence such privilege, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of and (E) such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's appropriate personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business AGF Entities. Subject to the foregoing, no AGF Entity shall be required to conduct, or permit Parent, Merger Sub or any of Parent. Parent and their Representatives to conduct, any Phase II investigation or other environmental soil or groundwater investigation relating to any real property leased by any AGF Entity without the Stockholder acknowledge and agree that all information received from or on behalf prior consent of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior applicable landlord to the Closing shall be deemed to be received pursuant to extent required by the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinReal Property Lease.

Access to Information. The Company From the date of this Agreement until the Closing, Seller shall, and WW shall afford Parent cause its Affiliates to (i) permit Purchaser and its accountantsRepresentatives to have reasonable access, counsel in a manner so as not to interfere with the normal business operations of the Business, to all premises, properties, books, records (including Tax records) contracts and documents exclusively related to the Business and (ii) furnish Purchaser with all financial, operating and other representativesdata and information related exclusively to the Business (including copies thereof), as Purchaser may reasonably request; provided, however, that Seller shall not be required to permit any inspection or other access, or to disclose any information that in the reasonable judgment of Seller would: (A) result in the disclosure of any Trade Secrets or other competitively-sensitive information, (B) violate any obligation of Seller or its Affiliates with respect to confidentiality entered into prior to the date of this Agreement, (C) violate or result in the loss or material impairment of any information subject to the attorney-client privilege or the attorney work product doctrine or (D) violate any Legal Requirement. Without limiting the generality of the foregoing, Seller shall not be required to permit any inspection or other access to, or disclose any information regarding, any personnel file, human resources file, or other employment-related files maintained with respect to any Prospective Employee. Unless permitted by Seller in its sole discretion, Xxxxxxxxx agrees that it shall not undertake any environmental testing in connection with the access provided in this Section 6.3. Any such access will be provided or conducted during normal business hours during the period prior upon reasonable advance notice to the Effective Time to (a) all properties, books, contracts, commitments, records and auditors of the Company, WW and the Subsidiaries, and (b) all other information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable timeSeller, under the reasonable supervision of the Stockholder's, the Company's or WW's Seller’s personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation operations of Seller and its Affiliates. All requests by Purchaser for access pursuant to this Section 6.3 shall be submitted or directed exclusively to such individual or individuals as Seller may designate in writing from time to time (including in response to Purchaser’s request). Prior to the Closing, without the prior written consent of Seller, which will not be unreasonably withheld or delayed, none of Purchaser or any of its Affiliates shall contact any employees of, suppliers to or customers of the business of the Company or WW. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW Business or any Subsidiary in connection other person with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW a material business relationship with Seller or its Affiliates. Purchaser shall, and shall cause their respective affiliates and representativesits Affiliates to, to comply with abide by the provisions terms of such the Confidentiality Agreement with respect to such information. No any access or information or knowledge obtained in any investigation provided pursuant to this Section 5.4 shall affect 6.3 or be deemed to modify any representation or warranty contained hereinotherwise, in accordance with the terms of such Confidentiality Agreement.

Access to Information. The Company and WW From the Effective Date until the Closing, Seller shall afford Parent provide Buyer and its accountantsRepresentatives reasonable access to and the right to inspect the properties, counsel assets, premises, Books and Records, Assigned Contracts and other representativesdocuments and data related to the Business, reasonable access at Buyer’s expense, during normal business hours during the period prior upon reasonable advance notice to the Effective Time to (a) all properties, books, contracts, commitments, records and auditors of the Company, WW and the Subsidiaries, and (b) all other information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable timeSeller, under the supervision of the Stockholder's, the Company's or WW's Seller’s personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation conduct of the business of the Company or WW. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW Business or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as other businesses of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW Seller. Buyer shall, and shall cause their respective affiliates and representativesits Representatives to, to comply with all safety and security requirements imposed by Seller. All requests by Buyer for access pursuant to this Section 6.03 shall be submitted or directed exclusively to Xxxxxxxx Xxxxx or such other individuals as Seller may designate in writing from time to time. Notwithstanding anything to the provisions contrary in this Agreement, Seller shall not be required to disclose any information to Buyer if such disclosure would, in Seller’s sole discretion: (x) cause significant competitive harm to Seller and its businesses, including the Business, if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law, fiduciary duty or contractual obligation. Prior to the Closing, without the prior written consent of Seller, which may be withheld for any reason, Buyer shall not directly or indirectly contact or communicate with any officer, director, employee, supplier, customer, subcontractor, partner, financing source, or other business relation of Seller or its Affiliates (except Xxxxxxxx Xxxxx to the extent permitted by this Section 6.03 or the Confidentiality Agreement) regarding the Transactions, the operations, prospects or finances of the Business or to seek any information in connection therewith from such Person. Notwithstanding the preceding sentence, during the period commencing on the Initial Drop Dead Date and ending on the earlier to occur of (a) the termination of this Agreement and (b) 12:01 a.m. PT on the Closing Date (the “Extension Period”), if applicable, and subject to applicable Law, Seller shall provide Buyer and its Representatives reasonable opportunity to consult with the Business’s management employees regarding operational matters of the Business; provided that (A) Buyer must provide advance written notice to Seller of its desire to meet with such management employees to discuss such operational matters; and (B) Seller shall have an opportunity to have a Representative present at any such meeting. Buyer shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to such information. No any access or information or knowledge obtained in any investigation provided pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained herein6.03.

Access to Information. The Company and WW shall afford Parent and its accountants, counsel and other representatives, reasonable access during normal business hours during DUE DILIGENCE; CONFIDENTIALITY. HomeFed acknowledges that it is the period prior Development Manager (the "Development Manager") of the Companies' San Elijo Hills project (the "Project") pursuant to the Effective Time to (a) all propertiesDevelopment Management Agreement dated as of August 14, books, contracts, commitments, records 1998 between HomeFed 18 and auditors of the San Elijo Hills Development Company, WW LLC (the "Development Management Agreement") and the Subsidiaries, and (b) all other in that capacity has material non-public information concerning the Business and Companies. If additional information concerning the properties and personnel of the CompanyCompanies is required by HomeFed, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of the Company or WW. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing Date, HomeFed shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19entitled, 2000 and Parentthrough its employees, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates agents and representatives, to comply with make such reasonable investigation of the provisions assets, liabilities, financial condition, Properties, business and operations of the Companies as HomeFed may reasonably deem necessary or appropriate, and for such Confidentiality Agreement purposes to have access to the Books and Records and Contracts and facilities of the Companies, and access to the personnel of the Companies, and LUK with respect to the Companies, including an examination of the corporate records and minute books, financial statements and projections, insurance department filings, reports and examinations, summaries of pending litigation, tax returns, accounting methods, business plans and prospects, in each case wherever located, of the Companies. Any such informationinvestigation, access and examination shall be conducted during regular business hours upon reasonable prior notice and under other reasonable circumstances, and LUK, the Companies and their respective employees, agents and representatives, including their respective counsel and independent public accountants, shall cooperate fully with such employees and representatives in connection with such investigation, access and examination. No HomeFed shall hold such documents and other material, including information or knowledge obtained concerning LUK and the Companies, in any investigation pursuant to confidence. HomeFed shall hold all documents and other material and information described in this Section 5.4 shall affect 7.3 relating to LUK's tax positions, information, analyses, returns, filings, and similar matters in confidence in accordance with the terms and conditions of this Section without regard to the term thereof, unless such document, other material or information (i) was generally known and available in the public domain at the time of disclosure or subsequently becomes generally known and available in the public domain through no fault of HomeFed, (ii) was received by HomeFed from a third party having no obligation of confidentiality to LUK, or (iii) is required to be deemed to modify any representation or warranty contained hereindisclosed by operation of Law.

Access to Information. The Company and WW shall afford Parent and its accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to from the date hereof through the Effective Time to to: (ai) all propertiesof the properties (including for the performance of environmental tests or investigations as Parent may desire), books, contracts, commitments, correspondence and records and auditors of the Company or any of its Subsidiaries (in each case, whether in physical or electronic form), including all Company Intellectual Property (including access to design processes and methodologies and all source code, provided that each individual reviewing source code will enter into a nondisclosure agreement with the Company in a form reasonably acceptable to the Company, WW and the Subsidiaries, and ); (bii) all other information concerning the Business and the properties business and personnel (subject to restrictions imposed by applicable Law) of the CompanyCompany or any of its Subsidiaries as Parent may reasonably request, WW including a copy of each report, schedule and other document filed by it with the Subsidiaries Canadian Securities Regulators under applicable Canadian Securities Laws and a copy of any communication (including “comment letters”) received by the Company (or any Subsidiaries) from the Canadian Securities Regulators concerning compliance with applicable Canadian Securities Laws; (iii) all Employees (subject to restrictions imposed by applicable law) of the Company or any of its Subsidiaries as identified by Parent; and (iv) all other information concerning its and its Subsidiaries’ business, properties and personnel as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense . The Company agrees to provide to Parent and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of the Company or WW. Parent shall afford Stockholder, the Company and WW, and their respective its accountants, counsel and other representatives, access during normal business hours during representatives copies of internal financial statements (including Tax Returns and supporting documentation) promptly upon request. Parent will provide the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs Company with copies of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under publicly available information about Parent as the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW Company or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such informationits Subsidiaries may reasonably request. No information or knowledge obtained in any investigation pursuant to this Section 5.4 6.1 or otherwise shall affect or be deemed to modify any representation or warranty contained hereinherein or the conditions to the obligations of the parties to consummate the Arrangement in accordance with the terms and provisions hereof.

Access to Information. The Company and WW shall afford Parent From the date of this Agreement to the Closing, the Seller shall: (a) provide to Buyer and its accountants, counsel and other representatives, Representatives reasonable access during normal business hours during the period prior to the Effective Time to (a) all properties, books, contracts, commitments, records and auditors of the Company, WW and the Subsidiaries, and (b) all other information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of any business conducted by the business Company, upon reasonable prior written notice to the Company, to the management level employees, properties, offices and other facilities of the Company or WW. Parent shall afford Stockholderand to the books and records thereof; and (b) furnish promptly such information concerning the Business, properties, Contracts, assets and liabilities of the Company as Buyer or its Representatives may reasonably request; provided, however, that the Seller shall not be required to (or to cause the Company to) afford such access or furnish such information to the extent that the Seller believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the Seller or any member of the Company with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Seller or any member of the Company is party; (iii) result in a competitor of the Seller or the Company (excluding Buyer or its Affiliates) receiving information that is competitively sensitive; or (iv) breach, contravene or violate any applicable Law (including any Antitrust Law) (provided that the Company shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iv)); and WWprovided further that, for clarity, Buyer shall not be entitled to access to or to otherwise contact employees of the Company other than management level employees absent the Seller’s prior approval, and their respective accountantsin respect of any access to management level employees, counsel and only where the Seller and/or its Representatives (including, if so designated, other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation officers of the business of ParentCompany) are otherwise present. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW Buyer shall, and shall cause each of its Subsidiaries and its and their respective affiliates and representativesRepresentatives, to comply with the provisions of such Confidentiality Agreement with respect to such information. No hold all information provided or knowledge obtained in any investigation furnished pursuant to this Section 5.4 6.02 confidential in accordance with the terms of the Confidentiality Agreement. During any visit to the business or property sites of the Company, Buyer shall, and shall cause its Representatives accessing such properties to, comply with all applicable Laws and all of the Seller’s and the Company’s safety and security procedures. Notwithstanding anything to the contrary in this Agreement, from the date of this Agreement to the Closing, neither Buyer nor any of its Affiliates or Representatives shall, without the Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed, conduct any environmental investigation at the Real Property involving any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with the Real Property. No investigation under this Section 6.02 or otherwise shall affect any of the representations, warranties, covenants or agreements of the Seller or any condition to the obligations of the parties hereto under this Agreement. For a period of seven years following the Closing Date (or longer if required by applicable Law), Buyer shall, and shall cause the Company to preserve and keep the records held by them relating to the Business and shall make such records (or copies) and reasonably appropriate personnel available, at reasonable times and upon reasonable advance notice, to the Seller, their Affiliates and their Representatives as may be deemed reasonably requested in writing by such person in connection with any audit, accounting, tax, litigation, investigation or other similar need to modify any representation the extent related to or warranty contained hereinin connection with the Seller’s prior ownership of the Company.

Access to Information. The From the date hereof until the Closing, Sellers shall, and shall cause the Company and WW shall to: (a) afford Parent Buyer and its accountantsRepresentatives reasonable access to and the right to inspect all of the Real Property, counsel properties, assets, premises, books, and records, Contracts, and other representativesdocuments and data related to the Company; (b) furnish Buyer and its Representatives with such financial, reasonable access operating, and other data and information related to the Company as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted during normal business hours during the period prior upon reasonable advance notice to the Effective Time to (a) all properties, books, contracts, commitments, records and auditors of Sellers or the Company, WW and the Subsidiaries, and (b) all other information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, Sellers’ or the Company's or WW's personnel and ’s personnel, in such a manner as not to maintain interfere with the normal operations of the Company, at Buyer’s expense, and in a manner that maintains the confidentiality of this Agreement and the transactions contemplated hereby and not by this Agreement. All requests by Buyer for access pursuant to interfere unreasonably with this Section 6.02 shall be submitted or directed exclusively to Xxxxxxx Xxxxx, Xxx Xxxxx, Xxxx Xxxxx, Xxxxx Xxxxx, or such other individuals as Xxxxxxx Xxxxx, Xxx Xxxxx, Xxxx Xxxxx, or Xxxxx Xxxxx may designate in writing from time to time. Notwithstanding anything to the normal operation of the business of contrary in this Agreement, neither Seller nor the Company shall be required to disclose any information to Buyer if such disclosure would, in either Seller’s or WW. Parent shall afford Stockholderthe Company’s sole, reasonable discretion: (x) cause significant competitive harm to Sellers, the Company and WWCompany, and their respective accountantsbusinesses if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law, counsel and other representativesfiduciary duty, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided or binding agreement entered into prior to the date of this Agreement; provided that . Prior to the Closing, without first obtaining the written consent of Sellers, which may be withheld by either Seller for any photocopying reason, Buyer shall not contact any officer, director, manager, employee, customer, supplier, distributor, vendor, or similar costs other business relation of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as Company with respect to maintain the confidentiality of this Agreement and or the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree thereby; provided, however, that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing Buyer shall be deemed permitted to be received pursuant continue contacts with Xxxxxxx Xxxxx, Xxx Xxxxx, Xxxx Xxxxx, and Xxxxx Xxxxx in order to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW exercise its rights under this Agreement. Buyer shall, and shall cause their respective affiliates and representativesits Representatives to, to comply with abide by the provisions terms of such Confidentiality Agreement the NDA with respect to such information. No any access or information or knowledge obtained in any investigation provided pursuant to this Section 5.4 shall affect or be deemed 6.02. Buyer agrees that it will not, and it will cause its Representatives not to, use any information obtained pursuant to modify this Section 6.02 for any representation or warranty contained hereinpurpose unrelated to the consummation of the transactions contemplated by this Agreement.

Access to Information. The Company Subject to Buyer’s obligations under the Confidentiality Agreement, Seller shall cause the Acquired Companies to afford to the officers, employees and WW shall afford Parent authorized representatives of Buyer (including independent public accountants and its accountants, counsel and other representatives, attorneys) reasonable access during normal business hours during the period prior hours, upon reasonable advance notice, to the Effective Time to (a) all propertiesoffices, books, contracts, commitments, properties and business and financial records and auditors of the Company, WW and the SubsidiariesAcquired Companies, and (b) all shall, as soon as reasonably practicable, furnish to Buyer or such authorized representatives such additional financial, Tax, operating and other data and information concerning the Business or the Acquired Companies as shall be reasonably requested; provided, however, that (i) Seller and the properties Acquired Companies shall not be required to violate any obligation of confidentiality, Order or Requirements of Law to which Seller or any Acquired Company is subject or to waive any privilege which any of them may possess in discharging its obligations pursuant to this Section 6.1, and personnel (ii) Seller and the Acquired Companies shall not be required to furnish or otherwise make available to Buyer customer-specific data or any other competitively sensitive information; provided further, however, that neither Buyer nor any of its officers, employees, agents or representatives shall have access to any employees of the CompanyAcquired Companies other than those identified on Schedule 6.1 without Seller’s prior written consent, WW which shall not be unreasonably withheld, conditioned or delayed. Buyer hereby acknowledges and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided agrees that any photocopying or similar costs of such access investigation pursuant to this Section 6.1 shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation operations of the business of the Company Acquired Companies or WW. Parent shall afford Stockholder, the Company and WWSeller, and their respective accountantsBuyer shall not be permitted to undertake any environmental sampling or invasive testing without Seller’s prior written consent, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access which shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinSeller’s sole discretion.

Access to Information. The Prior to the Closing Date, Purchaser shall be entitled, through its officers, employees and representatives (including its legal advisors and accountants), to make such investigation of the properties, businesses and operations of the Business, the Company and WW DSTC and such examination of the books and records and Tax reporting positions of the Business, the Company and DSTC as it reasonably requests and to make extracts and copies of such books and records at its own expense. Any such investigation and examination shall afford Parent be conducted during regular business hours and under reasonable circumstances and shall be subject to restrictions under applicable Law. The Seller shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of the Business, the Company and DSTC to cooperate with Purchaser and Purchaser’s representatives in connection with such investigation and examination, and Purchaser and its accountantsrepresentatives shall cooperate with the Seller and the Company and their representatives and shall use their commercially reasonable efforts to minimize any disruption to the Business. Notwithstanding anything herein to the contrary, counsel and other representativesno such investigation or examination shall be permitted to the extent that it 41 would require the Seller, reasonable access during normal business hours during the period Company or DSTC to disclose information subject to attorney-client privilege or conflict with any confidentiality obligations to which the Seller, the Company or DSTC is bound. Notwithstanding anything to the contrary contained herein, prior to the Effective Time Closing, (i) Purchaser shall not, without the prior written consent of the Seller, which may be withheld for any reason, contact any suppliers to, or customers of, the Company or DSTC with respect to (a) all properties, books, contracts, commitments, records and auditors of the Company, WW and DSTC, or the Subsidiariestransactions contemplated hereunder, and (bii) all other information concerning Purchaser shall have no right, without the Business and prior written consent of the Seller, which may not be unreasonably withheld, to perform invasive or subsurface investigations of the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business facilities of the Company or WWDSTC without the prior consent of the Seller. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and Nothing in such a manner as to maintain the confidentiality of this Agreement shall prevent the Purchaser or its Affiliates from contacting suppliers and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary customers in connection with the Purchaser’s or any of its Affiliates’ existing businesses, as long as no non-public information relating to the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinhereunder is disclosed.

Access to Information. The Company (a) From the date hereof until the Closing, Seller and WW Parent shall cause the Companies and Canadian Seller to promptly afford Parent Purchaser and its accountantsRepresentatives, counsel and other representativesat Purchaser's sole expense, with reasonable access access, during normal business hours during the period prior and upon reasonable advance notice, to the Effective Time to (a) all offices, properties, booksfacilities, contractsBooks and Records, commitmentsTax Returns (including Tax records) or other information reasonably requested by Purchaser and related to the Business, records and auditors of the Company, WW and the Subsidiariesas Purchaser reasonably deems necessary or advisable, and (b) all other information concerning the Business and the properties to those employees and personnel of the Companies, Operating Company, WW Canadian Seller and Parent to whom Purchaser reasonably requests access, including access to personnel to facilitate the Subsidiaries transition at Closing of functions relating to general ledger, accounts payable, payroll, purchasing and information systems relating to the Business, PROVIDED, HOWEVER, that (subject i) Seller and Parent may limit access to restrictions imposed by applicable lawinformation, materials or data that relate to matters which it advises Purchaser in writing it has reasonably and in good faith determined, based upon advice of outside counsel, the disclosure thereof would violate any Laws and commercially reasonable arrangements cannot be effected to resolve such concerns of Law; (ii) neither Purchaser nor any of its Representatives shall unreasonably disrupt the personnel or operations of Parent, Operating Company or the Companies, (iii) until such time as the condition set forth in SECTIONS 7.1(e) and 7.2(j) hereof has been satisfied, Seller and Parent may reasonably request; provided that any photocopying or similar costs of such limit access shall be incurred at Parent's expense to customer pricing information and that such access will conducted at a reasonable time, under the supervision of the Stockholder'srelated terms, the Company's or WW's personnel and disclosure of which would be reasonably likely to result in such a manner as material competitive harm to maintain the confidentiality of this Agreement and Business if the transactions contemplated hereby by this Agreement are not completed, (iv) Seller and not Parent may limit access to interfere unreasonably with information and materials which are subject to a third party confidentiality agreement which would prohibit the normal operation disclosure of the business information or materials which has been requested by Purchaser PROVIDED that, upon request of the Company or WW. Purchaser, Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates its Affiliates to, use commercially reasonable efforts to obtain a waiver to such confidentiality agreement from the other party thereto to permit such disclosure; and representatives(v) Seller and Parent may reasonably limit access to Books and Records (or portions thereof) to the extent such Books and Records (or portions thereof) do not relate in any manner to the Business; PROVIDED, to comply with the provisions of such Confidentiality Agreement that with respect to clause (v), Seller and Parent shall use their reasonable best efforts to separate or extricate such informationdata and materials which relate to the Business from the data and materials which do not relate to the Business and provide Purchaser with such data or materials relating to the Business in usable electronic or hard copy form. The access and production of information and materials provided for in this SECTION 4.2(a) shall be coordinated by Andrxx X. Xxxxx, Xxce President - Corporate Development at Parent (the "COORDINATOR") or by such other person as the Coordinator designates from time to time and Purchaser and its Affiliates and Representatives will contact the Coordinator or persons designated by the Coordinator with respect to coordinating and obtaining such access or information and materials. No information or knowledge obtained in any investigation pursuant to this Section 5.4 SECTION 4.2 shall affect or be deemed to modify any representation or warranty contained hereinin the Agreement or the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement. All documents and information supplied to Purchaser by the Companies, Seller and Parent under this SECTION 4.2 shall be kept confidential in accordance with the Confidentiality Agreement and SECTION 4.24 hereof; PROVIDED, that Purchaser's obligations under the Confidentiality Agreement with respect to the Confidential Information (as defined in the Confidentiality Agreement), which relates solely to the Business, Newco or AHCGC, shall terminate upon Closing.

Access to Information. The Company (a) Prior to the Closing, Seller shall, and WW shall cause the Transferred Subsidiaries to, afford Parent to Purchaser and its accountants, counsel and other representatives, Representatives reasonable access during normal business hours during the period hours, upon reasonable prior notice, to the Effective Time to (a) all properties, books, contracts, commitments, books and records and auditors of to the Company, WW and the Subsidiaries, and (b) all other information concerning extent Related to the Business and for purposes of consummating the properties and personnel of the Companytransactions contemplated hereby; provided, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and however, that such access will conducted at does not unreasonably interfere or disrupt the normal operations of Seller or any of their respective affiliates (including the Transferred Subsidiaries) or the Business. Nothing contained in this Section 5.02 shall obligate Seller or its affiliates (including the Transferred Subsidiaries) to (i) breach any fiduciary duty, duty of confidentiality owed to any person (whether such duty arises contractually, statutorily or otherwise), as a result of any Law or any Contract with any other person (so long as Seller has used commercially reasonable timeefforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such confidentiality obligations) or (ii) waive or jeopardize any privileges, under including the supervision attorney-client privilege, or any work product protection (so long as Seller has reasonably cooperated with Purchaser to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto). Prior to the Stockholder'sClosing, when accessing any properties of Seller or its affiliates (including the Company's or WW's personnel Transferred Subsidiaries) pursuant to and in such a manner as to maintain the confidentiality of accordance with this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of the Company or WW. Parent shall afford StockholderSection 5.02(a), the Company and WWPurchaser shall, and their respective accountantsshall cause its Representatives to, counsel comply with all safety and other representatives, access during normal business hours during the period prior security requirements for such property applicable to the Effective Time all Persons accessing such property. All requests for information made pursuant to the senior executive management team of Parent this Section 5.02(a) shall be directed to the same extent as such access was provided person or persons that has been designated in writing by Seller prior to the date of this Agreement; provided that , and Purchaser shall not directly or indirectly contact any photocopying other officer, director, employee, agent or similar costs Representative of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable timeSeller, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW Transferred Subsidiaries or any Subsidiary of their respective affiliates in connection with such requests for information without the transactions contemplated hereby prior to the Closing shall be deemed approval of such designated person(s) (such approval not to be received pursuant to unreasonably withheld, conditioned or delayed). To the Confidentiality Agreement dated as extent required by the internal policies of May 19, 2000 the auditors and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause independent accountants of Seller or their respective affiliates (including the Transferred Subsidiaries) or Purchaser or its affiliates, none of these auditors and representativesindependent accountants shall be obligated to make any work papers available to any person under this Agreement, including pursuant to comply with the provisions of Section 2.04, unless and until such Confidentiality Agreement with respect person has signed a customary confidentiality and hold harmless agreement relating to such information. No information access to work papers in form and substance reasonably acceptable to such auditors or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinindependent accountants.

Access to Information. The Company and WW shall afford Parent From the date of this Agreement until the Closing, CECity will give Buyer and its accountantsRepresentatives reasonable access to the Books and Records and to such personnel, counsel offices and other representatives, reasonable access during normal business hours during the period prior facilities and properties of CECity and to the Effective Time to (a) all properties, books, contracts, commitments, records and auditors furnish such other information in respect of the Company, WW and the Subsidiaries, and (b) all other information concerning operation of the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent Buyer may reasonably request; provided provided, that all requests for access pursuant to this Section 6.2 shall be made in writing and shall be directed to and coordinated with Xxxxxx Xxxxxxxxx or such person or persons as he/she shall designate; provided, further, that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder'supon reasonable advance notice to CECity, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the any business of the Company or WW. Parent shall afford Stockholderconducted by CECity; provided, the Company and WWfurther, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as that any such access was provided prior to the date or information request shall not involve any Phase 2 environmental assessment or other invasive sampling, investigation or work of this Agreement; provided that any photocopying or similar costs of kind. All such information and access shall be incurred at Stockholder's expense subject to the terms and that such access will conducted at a reasonable time, under the supervision conditions of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement agreement dated May 4, 2015 between Buyer and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or Deutsche Bank Securities Inc. on behalf of CECity (the Parent“Confidentiality Agreement”). Notwithstanding anything to the contrary in this Agreement, Companyneither CECity nor its Affiliates shall be required to disclose to Buyer or its Representatives any information (i) related to the Sale Process or CECity or its Representatives’ evaluation thereof including projections, WW financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of business without being primarily prepared for the Sale Process, (ii) if doing so presents a reasonable risk of violating any Contract or Law to which CECity is a party or to which it is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of Privilege, (iii) if CECity, on the one hand, and Buyer or any Subsidiary of its Subsidiaries, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto or (iv) if CECity determines in good faith that such information is competitively sensitive. Prior to the Closing, Buyer and its Representatives shall contact and communicate with the employees, customers, and suppliers of CECity in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply only with the provisions prior written consent of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinCECity.

Access to Information. The (a) Subject to applicable Law, during the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Section 7.1 (the “Pre-Closing Period”), on reasonable advance notice to the Company, the Company shall, and WW shall afford cause its Subsidiaries to, provide Parent and its accountants, counsel and other representatives, Representatives with reasonable access during the Company’s normal business hours during the period prior to the Effective Time to (a) all propertiesCompany and its Subsidiaries, bookspersonnel, contracts, commitments, and books and records reasonably requested by Parent for purposes of strategic and auditors integration planning for the consummation of the Company, WW and the Subsidiaries, and (b) all other information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably requestTransactions; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel time and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to unreasonably interfere unreasonably with the normal operation of the business of the Company or WWCompany. Parent Any such access shall afford Stockholder, be requested by written notice to the Company personnel listed on Schedule 5.1(a) and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior shall be subject to the Effective Time Company’s reasonable health safety, security measures and insurance requirements. Nothing in this Agreement shall require the Company to disclose or provide access to any information to the senior executive management team extent such disclosure or access could in the reasonable discretion of the Company (A) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to the same extent as permit such access was provided inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (B) contravene any applicable Law or binding agreement entered into prior to the date of this AgreementAgreement (including any confidentiality agreement to which the Company or any of its Affiliates is a party); provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable timethat, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholdereach case, the Company and WW shall, shall inform Parent as to the general nature of what is being withheld and shall cause their respective affiliates reasonably cooperate with Parent to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the foregoing impediments, including through the use of commercially reasonable efforts to, if reasonably requested by Parent, (1) obtain the required consent or waiver of any third party required to provide such information and representatives, (2) implement appropriate and mutually agreeable measures to comply with permit the provisions disclosure of such Confidentiality Agreement information in a manner to remove the basis for the objection, including by arrangement of appropriate clean room procedures, redaction or entry into a customary joint defense agreement with respect to any information to be so provided, if the Parties determine that doing so would reasonably permit the disclosure of such information. No information without violating any applicable Law or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect binding agreement or be deemed to modify any representation or warranty contained hereinjeopardizing such privilege.

Access to Information. The Company and WW shall afford Parent and its accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to the Effective Time to (a) all Prior to the Closing Date and subject to applicable Laws (including the Pandemic Measures) and Section 6.5, Purchaser shall be entitled, through its officers, employees and Representatives (including its legal advisors and accountants), to have such access to the personnel, properties, books, contracts, commitments, businesses and operations of the Company and such examination of the books and records and auditors of the Company, WW as it reasonably requests upon reasonable advance written notice in connection with Purchaser’s efforts to consummate the transactions contemplated by this Agreement. Any such access and examination shall be conducted during regular business hours and under circumstances that do not unreasonably interfere with the Subsidiaries, and (b) all other information concerning the Business and the properties and personnel normal operations of the Company, WW business and the Subsidiaries (shall be subject to restrictions imposed by under applicable law) as Parent may reasonably request; provided that any photocopying or similar costs Law (including the Pandemic Measures). Seller and the Company shall, and shall cause the Acquired Subsidiaries and the respective Representatives of Seller, the Company and the Acquired Subsidiaries to, cooperate with Purchaser and Purchaser’s Representatives in connection with such access shall and examination. Notwithstanding anything to the contrary in this Agreement, any such access may be incurred at Parent's expense and limited to the extent Seller reasonably determines that such access will conducted at a reasonable timewould reasonably be expected to jeopardize the health or safety of any employee of Seller or its Affiliates due to the Pandemic or Pandemic Measures. Any disclosure during such investigation by the Company or its Representatives shall not constitute any enlargement or additional representation or warranty of Seller or the Company beyond those specifically set forth in Article IV. Notwithstanding anything herein to the contrary, under no such access or examination shall be permitted to the supervision extent that it (i) relates to interactions with other prospective buyers of the Stockholder's, Company or the Company's or WW's personnel and in such a manner as to maintain the confidentiality negotiation of this Agreement and the transactions contemplated hereby and not to interfere hereby, (ii) would unreasonably with disrupt the normal operation operations of Seller, its Subsidiaries or any of the business Acquired Companies, or (iii) would require Seller, its Subsidiaries or any of the Company Acquired Companies to disclose information that, in the reasonable judgment and good faith of counsel to Seller or WW. Parent shall afford Stockholderthe Company, is subject to attorney-client privilege or may conflict with any applicable Law or confidentiality obligations to which any of Seller, its Subsidiaries or the Acquired Companies is bound; provided, however, that if any material information concerning the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received Business is withheld pursuant to the Confidentiality Agreement dated as of May 19foregoing clause (iii), 2000 and Parent, Metal Merger Sub, WW Merger Sub, Seller will work with Purchaser in good faith to make the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions substance of such Confidentiality Agreement with respect information available to such information. No information Purchaser or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinits Representatives.

Access to Information. The Company and WW (a) Subject to applicable Laws relating to the exchange of information, from the date hereof until the Closing Date, upon reasonable notice, Stations shall afford Parent and (i) give Buyer, its accountantscounsel, counsel financial advisors, auditors and other representatives, authorized representatives reasonable access during normal business hours during to Stations’ key employees (including the period prior to general manager, sales managers, business manager and chief engineer (or person holding a similar position) of the Effective Time to (a) all Stations), and the offices, properties, books, contracts, commitments, books and records and auditors of the CompanyStations, WW and the Subsidiaries, and including access to conduct a Phase I Environmental Site Assessment (b“Phase I Review”) all other information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries Owned Real Property in accordance with this Section 5.02(a); (subject to restrictions imposed by applicable lawii) as Parent may reasonably request; provided that any photocopying or similar costs promptly as practicable after the end of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of the Company or WW. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to each month after the date of this Agreement, furnish to Buyer (A) a monthly combined balance sheet of the Stations (without any allocations or adjustments reflected on the balance sheets included in the Business Financial Statements) and the related combined statement of operations and (B) monthly profit and loss statements for the Stations and (iii) instruct its key employees, counsel and financial advisors of Seller to cooperate with Buyer in its activities and access pursuant to this Section 5.02(a); provided provided, however, that Buyer’s access pursuant to clause (i) shall be with Seller’s prior written consent, which consent shall not be unreasonably withheld or delayed. Buyer’s activities and access pursuant to this Section 5.02(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of the Stations or any photocopying of the businesses or similar costs operations of Seller or any of its Affiliates. Seller shall not be obligated to provide such access shall or information if Seller determines, in its reasonable judgment, that doing so would violate applicable Law, jeopardize the protection of an attorney-client privilege or expose Seller or its Seller Affiliates to liability for disclosure of personal information. Until the Closing, the information provided will be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior subject to the Closing shall be deemed to be received pursuant to terms of the Confidentiality Agreement dated as and, without limiting the generality of May 19the foregoing, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shallBuyer shall not, and shall cause their respective affiliates and representativesits representatives not to, use such information for any purpose unrelated to comply with the provisions consummation of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinthe transactions contemplated hereby.

Access to Information. The (i) Prior to the Closing, subject to the restrictions set forth in the Confidentiality Agreement, and to the extent permitted by applicable Law, the Company shall permit Buyer and its representatives after the date of execution of this Agreement to have reasonable 44 access, during regular business hours, to the properties, books and records in its possession or control relating to the Company as Buyer may reasonably request; provided, that Buyer shall not be entitled to any such access to any Owned Real Property for the purposes of conducting any environmental audit or assessment without the prior written consent of the Company and WW Sellers and in no event shall afford Parent and its accountants, counsel and other representatives, reasonable access during normal business hours during the period prior Buyer be allowed to conduct any intrusive soil or groundwater sampling or investigation. All information provided or obtained pursuant to the Effective Time foregoing shall be held by Buyer in accordance with and subject to (a) all the terms of the Confidentiality Agreement. Buyer hereby agrees that the provisions of the Confidentiality Agreement will apply to any properties, books, contractsrecords, commitmentsdata, records documents and auditors of the Company, WW and the Subsidiaries, and (b) all other information concerning relating to the Business Company and Sellers provided to Buyer or its Affiliates or any of their respective advisers or employees pursuant to this Agreement. Notwithstanding anything to the properties and personnel of contrary in this Agreement, neither Sellers nor the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access Company shall be incurred at Parent's expense and that required to disclose any information to Buyer if such access will conducted at a reasonable timedisclosure would, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as Sellers’ sole discretion (A) cause significant competitive harm to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of the Company or WW. Parent shall afford StockholderSellers, the Company and WW, and their respective accountantsbusinesses if the transactions contemplated by this Agreement are not consummated, counsel and (B) jeopardize any attorney-client or other representativesprivilege or (C) contravene any applicable Law, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided fiduciary duty or binding agreement entered into prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained herein.

Access to Information. The Company and WW In each case subject to Buyer’s obligations under the Confidentiality Agreement, the Companies shall afford Parent to the officers, employees and its authorized representatives of Buyer (including independent public accountants, counsel attorneys and other representatives, Debt Financing Sources) reasonable access during normal business hours during the period prior hours, upon reasonable advance notice, to the Effective Time to offices, properties and business and financial records (aincluding computer files, retrieval programs and similar documentation) all properties, books, contracts, commitments, records and auditors of the Company, WW Acquired Companies and the Subsidiaries, and (b) all other shall furnish to Buyer or such authorized representatives such additional information concerning the Business Acquired Companies’ business as shall be reasonably requested; provided, however, that: (i) the Companies shall not be required to violate any obligation of confidentiality, Order or Requirements of Law to which any Acquired Company is subject or to waive any privilege which any of them may possess in discharging its obligations pursuant to this Section 7.1 (provided, however, that in such event, the Companies shall, and shall cause any other applicable Acquired Company to, reasonably cooperate with Buyer to seek an appropriate remedy to permit the properties and personnel access contemplated hereby); provided further, however, that without the prior written consent of the CompanyStockholder Representative, WW neither Buyer nor any of its officers, employees, agents or representatives shall have access to (or communicate with) any employees of the Acquired Companies other than those identified on Schedule 7.1; and (ii) without the Subsidiaries prior written consent of the Stockholder Representative, neither Buyer nor any of its officers, employees, agents or representatives shall have access to (subject or communicate with) any customers of the Acquired Companies regarding the Acquired Companies, their business or the transactions contemplated by this Agreement (it being understood that the foregoing is not intended to, nor shall it, prevent Buyer or any of its officers, employees, agents or representatives from initiating or maintaining contact with any such customers in the ordinary course of business unrelated to restrictions imposed the transactions contemplated by applicable law) as Parent may reasonably request; provided this Agreement). Buyer hereby acknowledges and agrees that any photocopying or similar costs of such access investigation pursuant to this Section 7.1 shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation operations of the business Acquired Companies or any Seller, and Buyer shall not be permitted to undertake any environmental sampling or invasive testing without the Stockholder Representative’s prior written consent, which shall be in the Stockholder Representative’s sole discretion. Notwithstanding the foregoing, the obligations of the Company or WW. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation Companies pursuant to this Section 5.4 7.1 shall be subject to the right of each Company to determine, in such Company’s sole discretion, the appropriate timing of the disclosure of information it deems privileged information. No investigation by Buyer or any of its officers, employees, agents or representatives or other information received by Buyer or any of its officers, employees, agents or representatives shall operate as a waiver or otherwise affect any representation, warranty, covenant, agreement, obligation or indemnity given, made or to be deemed to modify any representation performed by the Sellers or warranty contained hereinthe Companies in this Agreement.

Access to Information. The Company From the date of this Agreement until the Closing, TDY will, and WW shall afford Parent will cause the Transferred Subsidiaries to, give Buyer and its accountantsRepresentatives reasonable access to the Transferred Tungsten Materials Books and Records and to such personnel, counsel offices and other representatives, reasonable access during normal business hours during the period prior to the Effective Time to facilities and properties of TDY (a) all properties, books, contracts, commitments, records and auditors in respect of the Company, WW Tungsten Materials Business) and the Subsidiaries, Transferred Subsidiaries and (b) all to furnish such other information concerning the Business and the properties and personnel in respect of the Company, WW and operation of the Subsidiaries (subject to restrictions imposed by applicable law) Tungsten Materials Business as Parent Buyer may reasonably request; provided provided, that all requests for access pursuant to this Section 5.2 shall be made in writing and shall be directed to and coordinated with the Xxxx Xxxxxx, Commercial and General Business Counsel, or such person or persons as he/she shall designate; provided, further, that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder'supon reasonable advance notice to TDY, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the any business of the Company conducted by TDY or WW. Parent shall afford Stockholderany Transferred Subsidiary; provided, the Company and WWfurther, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as that any such access was provided prior to the date or information request shall not involve any Phase 2 environmental assessment or other invasive sampling, investigation or work of this Agreement; provided that any photocopying or similar costs of kind without TDY’s written approval, determined in TDY’s sole discretion. All such information and access shall be incurred at Stockholder's expense subject to the terms and that such access will conducted at a reasonable time, under the supervision conditions of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement agreement dated July 3, 2013, between Buyer and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or Xxxxxxx, Sachs & Co. on behalf of ATI (the Parent"Confidentiality Agreement"). Notwithstanding anything to the contrary in this Agreement, Companyneither TDY nor its Affiliates shall be required to disclose to Buyer or its Representatives any information (i) related to the Sale Process or TDY’s, WW ATI's or its Representatives' evaluation thereof including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of the Tungsten Materials Business without being primarily prepared for the Sale Process, (ii) if doing so presents a reasonable risk of violating any Contract or Law to which TDY, ATI or any Subsidiary of their Subsidiaries is a party or to which it is subject or which it believes in connection with good faith could result in a loss of the transactions contemplated hereby prior ability to successfully assert a claim of Privilege, (iii) if TDY, ATI or any of their Subsidiaries, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto or (iv) if TDY, ATI or any of their Subsidiaries reasonably determines in good faith that such information is competitively sensitive. Notwithstanding the foregoing, TDY and its Affiliates shall not be required to provide any such information as and to the Closing shall be deemed to be received pursuant extent it relates to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger SubExcluded Businesses, the Stockholder, Excluded Assets or the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained hereinRetained Liabilities.

Access to Information. The Subject to Applicable Law, Section 6.12(c), Section 6.18 and applicable contractual restrictions, upon reasonable notice, the Company shall (and WW shall cause its Subsidiaries to) afford Parent Parent’s officers and its accountantsParent’s other authorized Representatives reasonable access, counsel and other representatives, reasonable access during normal business hours during throughout the period prior to the Effective Time Time, to (a) all its properties, books, contractsContracts, commitmentspersonnel, records and auditors of the CompanyTax Returns, WW and the Subsidiarieswork papers, and (b) all other information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) records as Parent may reasonably request; provided request to review. The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any books, Contracts, work papers, or records governed by a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that any photocopying or similar costs the provision of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable timeinformation would, under in the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business good faith judgment of the Company based on the advice of counsel, reasonably be expected to result in the loss of any attorney-client, work product or WW. Parent shall afford Stockholderother legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), the Company shall give notice to Parent of the fact that it is withholding such information or documents and WW, thereafter the Company and Parent shall use their respective accountantsreasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the cause of clause (a), counsel and other representativesthe Company shall use commercially reasonable efforts to obtain any consents of third parties that are necessary to permit such access), (c) to provide access during normal business hours during the period prior to or otherwise make available any information relating to the Effective Time process conducted by the Company that led to the senior executive management team of Parent to the same extent as such access was provided prior to the date execution of this Agreement; provided , or (d) to provide access to or otherwise make available or furnish any information if and to the extent that any photocopying or similar costs the provision of such access information would, in the good faith judgment of the Company based on the advice of counsel, reasonably be expected to violate any Applicable Law. All requests for information made pursuant to this Section 6.05 shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior directed to the Closing executive officer or other Person designated by the Company. All such information shall be deemed to Evaluation Material (as such term is defined in the Confidentiality Agreement) and be received pursuant governed by the terms of the Confidentiality Agreement. Notwithstanding anything herein to the Confidentiality Agreement dated as of May 19contrary, 2000 Parent and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shallSub shall not, and shall cause their respective affiliates and representativesRepresentatives not to, to comply contact any customer or supplier of the Company in connection with the provisions Merger or any of the other transactions contemplated by this Agreement without the Company’s prior written consent (such Confidentiality Agreement consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with respect to such informationa Representative of the Company participating. No information or knowledge obtained in any investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty contained herein.6.06

Access to Information. The Company (a) From and WW after the date hereof, and subject to Applicable Law, Seller shall, and shall afford Parent cause its Affiliates to, (i) give to Buyer the Parties and its accountantstheir respective counsel, counsel financial advisors, auditors and other representativesRepresentatives reasonable access, reasonable access during normal business hours during the period prior hours, to the Effective Time to (a) all offices, properties, booksassets, contractsbooks and records of Seller and its Affiliates (as it relates to the Business), commitments(i) furnish to Buyer and its Affiliates and their respective counsel, records financial advisors, auditors and other Representatives such financial and operating data and other information as such Persons may reasonably request (including any information necessary or useful in connection with any audit, investigation, dispute or any other reasonable business purpose relating to the Business) and (i) use commercially reasonable efforts to cause the employees, counsel, financial advisors, auditors and other Representatives of Seller or any of its Affiliates to cooperate with Buyer in its investigation of the Company, WW and the Subsidiaries, and (b) all other information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably requestBusiness; provided that any photocopying or similar costs of such Seller may restrict the foregoing access shall be incurred at Parent's expense and disclosure to the extent that such access will conducted at a reasonable timeor disclosure would (A) result in the loss of attorney-client privilege or other legal immunity or protection 48 from disclosure by Seller or (A) contravene any Applicable Law (except that, prior to withholding any such access or information pursuant to this proviso, Seller shall notify Buyer in writing of the nature of the information being withheld and take any actions as may reasonably be requested by Buyer to implement alternate arrangements (including entering into confidentiality agreements or joint defense agreements and redacting parts of documents or preparing “clean” summaries of information) in order to allow Buyer such access or information to the fullest extent reasonably practicable under the supervision of the Stockholder's, the Company's or WW's personnel and circumstances). Any investigation pursuant to this ‎Section 5.02(a) shall be conducted in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation conduct of the business of the Company or WW. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such informationBusiness. No information or knowledge obtained by Buyer or any of its Affiliates or Representatives (including in any investigation pursuant to this Section 5.4 ‎Section 5.02(a)) shall affect or be deemed to modify any representation representation, warranty or warranty contained hereinagreement made by any Party hereunder.