Common use of Access to Information Clause in Contracts

Access to Information. (a) Subject to Section 4.4 hereof, until the earlier of the Closing or the termination of this Agreement, Seller shall cause its officers, directors, employees and other agents to afford the officers, directors, employees and other agents of Buyer reasonable access during normal business hours to the officers, directors, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and their books and records, and shall furnish Buyer with such financial, operating and other data and information with respect to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct of the business of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and its Subsidiaries.

Access to Information. Following the Closing, each Party shall afford to the other Party and to such other Party’s Representatives (a) Subject to Section 4.4 hereofat reasonable times, until the earlier of the Closing or the termination of this Agreement, Seller shall cause its officers, directors, employees and other agents to afford the officers, directors, employees and other agents of Buyer reasonable access during normal business hours to the officershours, directors, employees, agents, properties, offices on reasonable prior written notice and other facilities of the Company and its Subsidiaries and their books and records, and shall furnish Buyer with such financial, operating and other data and information with respect to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself in a manner so as not to interfere in with the conduct of the applicable Party’s and its Affiliates’ business operations) (i) reasonable access and duplicating rights to all Information within the possession or control of such Party and (ii) reasonable access to the personnel of such Party who have knowledge of the Company and Information or the Business; provided, however, that neither Party (nor its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its SubsidiariesRepresentatives) shall be required (x) to disclose to Buyer provide any Information or any agent or representative thereof any (i) information access (A) except as already provided that would violate the provisions of any applicable laws or regulations or any agreement to Buyerwhich it is a party or, relating to in the case of Information, the sharing of which would legally require the consent of any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or third party (including any employee of such Party of any of its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith), including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including that would cause the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) with respect thereto or (iiC) consolidated, combined, unitary or similar Tax Return that would result in the disclosure of which Seller any information of such Party or any of its Affiliates unrelated to the Business (and such Party shall be permitted to redact any such information from any materials provided to the other than the Company Party or its Representatives) or (y) to provide any consolidated, combined, affiliated or unitary Tax Return that includes such Party or any of its Subsidiaries) is the common parent Affiliates or any Tax-related work papers. Requests may be made under this Section 10.1(a) for financial reporting and accounting matters, preparing financial statements, preparing and filing of any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities law or securities exchange filings, prosecuting, defending or settling any litigation, or insurance claim, performing obligations under this Agreement and the Ancillary Agreements, and all other information relating proper business purposes. With respect to Taxes or Tax Returns any Information, the Seller (i) shall not use, and shall cause its Representatives not to use, such Information for any purpose other than information relating solely to confirm the Company accuracy of each Revenue Statement and (ii) shall, consistent with Section 10.1(e), keep all such Information confidential and not disclose such Information to any third party (other than its SubsidiariesRepresentatives, each of whom shall not use such Information for any purpose other than to confirm the accuracy of each Revenue Statement).

Access to Information. (a) Subject Prior to Section 4.4 hereof, until the earlier of the Closing or the termination of this AgreementDate and subject to applicable Laws and Section 8.05, Seller Purchaser shall cause its officers, directors, employees and other agents to afford the officers, directors, employees and other agents of Buyer reasonable access during normal business hours to the officers, directors, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and their books and records, and shall furnish Buyer with such financial, operating and other data and information with respect to the Company and its Subsidiaries, as Buyerbe entitled, through its officers, employees or agentsand Representatives (including its legal advisors and accountants), may reasonably request. In exercising its rights hereunderto have such access to the properties, Buyer shall conduct itself so as not to interfere in the conduct of the business businesses and operations of the Company and such examination of the books and records of the Company, as it reasonably requests upon reasonable advance written notice in connection with Purchaser’s efforts to consummate the Transactions. Any such access and examination shall be conducted during regular business hours and under circumstances that do not unreasonably interfere with the normal operations of the business and shall be subject to restrictions under applicable Law. The Company shall cause its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with Subsidiaries’ respective officers, employees, customers or agents of consultants, agents, accountants, attorneys and other Representatives to cooperate with Purchaser and Purchaser’s Representatives in connection with such access and examination, and the Company and its Subsidiaries hereunder Representatives, as the case may be, shall be arranged cooperate with Purchaser and supervised by representatives of Sellerits Representatives, unless Seller otherwise expressly consents with respect as the case may be, and shall use their reasonable best efforts to minimize any specific contact. Notwithstanding anything disruption to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted Business. Any disclosure during such investigation by Seller or its Affiliates for the Company or its business Representatives shall not constitute any enlargement or additional representation or warranty of any Seller’s -Side Party beyond those specifically set forth in Article IV, Article V or its Affiliates’ Article VI, as applicable. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it (or their representatives’i) evaluation relates to interactions with other prospective buyers of the Company or its business in connection therewiththe negotiation of this Agreement and the Transactions, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidatedwould unreasonably disrupt the operations of any Seller, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its their respective Subsidiaries, or (iii) is would require any Seller, the common parent Company or any other of their respective Subsidiaries to disclose information relating that, in the reasonable judgment and good faith of counsel to Taxes such Seller or Tax Returns other than information relating solely the Company, is subject to attorney-client privilege or may conflict with any applicable Law or confidentiality obligations to which such Seller or the Company and its Subsidiariesor any of their respective Subsidiaries is bound.

Access to Information. (ai) Subject Prior to Section 4.4 hereofthe Closing, until subject to the earlier 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 the Closing or the termination execution of this AgreementAgreement to have reasonable access, Seller shall cause its officersduring regular business hours, directors, employees and other agents to afford the officers, directors, employees and other agents of Buyer reasonable access during normal business hours to the officers, directors, employees, agents, properties, offices books and other facilities 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 its Subsidiaries Sellers and their books in no event shall Buyer be allowed to conduct any intrusive soil or groundwater sampling or investigation. All information provided or obtained pursuant to the foregoing shall be held by Buyer in accordance with and subject to the terms of the Confidentiality Agreement. Buyer hereby agrees that the provisions of the Confidentiality Agreement will apply to any properties, books, records, and shall furnish Buyer with such financialdata, operating documents and other data and information with respect relating to the Company and Sellers provided to Buyer or its Subsidiaries, as Buyer, through its officers, Affiliates or any of their respective advisers or employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not pursuant to interfere in the conduct of the business of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contactthis Agreement. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller Sellers nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose any information to Buyer or any agent or representative thereof any (i) information if such disclosure would, in Sellers’ sole discretion (A) except as already provided cause significant competitive harm to BuyerSellers, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or and their representatives’) evaluation of respective businesses if the Company or its business in connection therewithtransactions contemplated by this Agreement are not consummated, including projections, financial or other information relating thereto or (B) if doing so could violate jeopardize any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or other privilege or (iiC) consolidatedcontravene any applicable Law, combined, unitary fiduciary duty or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely binding agreement entered into prior to the Company and its Subsidiariesdate of this Agreement.

Access to Information. (a) Subject Prior to the Closing Date, or, if earlier, the date this Agreement is terminated pursuant to Section 4.4 hereof10.1, until if requested by Buyer, Seller shall, and shall cause the earlier Company Group to, deliver to Buyer copies of the Closing or monthly unaudited interim consolidated balance sheets and statements of income and cash flows of the termination Company (which may be presented in accordance with IFRS) (subject to the absence of footnotes and to normal year-end adjustments) and such other Business information as Buyer may reasonably require to enable it to consummate the transactions contemplated by this Agreement. In addition, prior to the Closing Date, or, if earlier, the date this Agreement is terminated pursuant to Section 10.1, if requested by Buyer, Seller shall cause provide Buyer and its officers, directors, employees and other agents to afford the officers, directors, employees and other agents of Buyer representatives with reasonable access to the locations, facilities and employees of the members of the Company Group who have significant responsibility for the Business. Notwithstanding the foregoing, (i) Buyer’s review of such information and such access shall only be upon reasonable notice, shall be during normal business hours to the officershours, directors, employees, agents, properties, offices shall not unreasonably disrupt personnel and other facilities of the Company and its Subsidiaries and their books and records, and shall furnish Buyer with such financial, operating and other data and information with respect to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct operations of the business of the Company Group, and its Subsidiaries prior shall be conducted in compliance with all applicable Laws and all agreements to Closing. Buyer acknowledges and agrees that which Seller or any contact by Buyer and its agents and representatives with officers, employees, customers or agents member of the Company Group is a party (which agreements Buyer is advised of by Seller), (ii) all requests for such information and its Subsidiaries hereunder such access shall be arranged and supervised by made to such representatives of SellerSeller as Seller shall designate, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreementwho shall be solely responsible for coordinating all such requests, (iii) neither Seller Buyer nor any of its Affiliates (including the Company and its Subsidiaries) or representatives shall be required to disclose to Buyer conduct any environmental site assessment, compliance evaluation or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating investigation with respect to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation member of the Company Group without prior consultation with Seller and without ongoing consultation with Seller with respect to any such activity (it being understood and agreed that in no event shall any subsurface investigation or its business in connection therewithtesting of any environmental media be conducted), including projections, financial or other information relating thereto or and (Biv) if doing so could violate any Contract or Law to which Seller or neither Buyer nor any of its Affiliates (including or representatives shall contact any of the employees, customers, suppliers, parties that have business relationships with or are joint venture partners of any member of the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller Group or any of its their respective Affiliates (in connection with the transactions contemplated hereby, whether in person or by telephone, mail or other than means of communication, without the Company or any specific prior authorization of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and its SubsidiariesSeller.

Access to Information. (a) Subject During the Interim Period, to Section 4.4 hereofthe extent permitted by applicable Law, until the earlier of the Closing including applicable antitrust and competition Laws, or the termination requirements of this Agreementany Governmental Authority, Seller securities exchange or other regulatory organization with whose rules Ardagh or GHV is required to comply, each of Ardagh and GHV shall cause its officers, directors, employees provide to the other and other agents to afford the officers, directors, employees and other agents of Buyer their respective Representatives reasonable access during normal business hours to all books, records, information, documents, personnel, offices, facilities and properties which such Party may reasonably request relating to the officersAMP Business or GHV’s business, directorsas applicable (including, employeesfor the avoidance of doubt, agentsmaintaining access to such Party’s electronic data room); provided that such access shall only be upon the written request of Ardagh or GHV submitted reasonably in advance, properties, offices shall not unreasonably disrupt personnel or interfere with the operations and other facilities properties of the Company and its Subsidiaries and their books and recordsAMP Business or GHV’s business, as applicable, and shall furnish Buyer with such financial, operating and other data and information with respect to be at the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably requestrequesting Party’s sole expense. In exercising its rights hereunder, Buyer the requesting Party shall conduct itself so as not to unreasonably interfere in the conduct of the business AMP Business or GHV’s business, as applicable. Each of the Company Ardagh and its Subsidiaries prior to Closing. Buyer acknowledges GHV acknowledge and agrees agree that any contact or communication by Buyer it and its agents and representatives Representatives with officers, employees, customers employees or agents of the Company and its Subsidiaries AMP Business or GHV’s business, as applicable, hereunder shall be arranged and supervised by representatives of Sellersuch Party granting access, unless Seller such granting Party otherwise expressly consents in writing with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor none of Ardagh, GHV or any of its their respective Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer the other Parties or any agent or representative thereof of their Representatives (a) any information (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could would violate any Contract or Law to which Seller the Party granting access or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could would result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or ), (ii) consolidated, combined, unitary or similar Tax Return of which Seller if the requesting Party or any of its Affiliates (other than Affiliates, on the Company one hand, and the Party from whom access has been requested or any of its SubsidiariesAffiliates, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto, or (iii) if the Party from whom access has been requested reasonably determines that such information is competitively sensitive (provided that in such case such information shall be made available pursuant to mutually agreed “clean team” procedures, to the common parent extent permissible and reasonably requested for the valuation and assessment of the AMP Business or GHV’s business (as the case may be)), or (b) any other information relating to Taxes or Tax Returns other than information relating solely to the Company extent unrelated to the AMP Business or the AMP Entities or GHV’s business, as applicable. All information made available hereunder prior to the Closing shall be subject to the Confidentiality Agreement, and each of Ardagh and GHV shall not (and shall cause its Subsidiariesrespective Affiliates and Representatives not to) use any information obtained pursuant to this Section 6.7 or otherwise under this Agreement for any purpose unrelated to the Transactions. No investigation pursuant to this Section 6.7 shall affect any representation or warranty in this Agreement of Ardagh or GHV or any condition to the obligations of Ardagh, AMPSA, MergeCo or GHV.

Access to Information. (a) Subject to Section 4.4 hereofThe Company shall, until the earlier of the Closing or the termination of this Agreement, Seller and shall cause each of its officersSubsidiaries to, directorsafford to Parent and its Representatives reasonable access, employees and other agents to afford the officersat reasonable times upon reasonable prior notice, directors, employees and other agents of Buyer reasonable access during normal business hours to the officers, directors, key employees, agents, propertiesproperties (including, for the avoidance of doubt, the Company’s and its Subsidiaries’ Oil and Gas Properties), offices and other facilities of the Company and its Subsidiaries and to their books books, records, contracts and recordsdocuments and shall, and shall cause each of its Subsidiaries to, furnish Buyer with as promptly as reasonably practicable to Parent and its Representatives such financial, operating and other data and information with respect to concerning the Company Company’s and its Subsidiaries’ business, properties (including, for the avoidance of doubt, the Company’s and its Subsidiaries’ Oil and Gas Properties), contracts, records and personnel as Buyermay be reasonably requested, through from time to time, by or on behalf of the Parent. Parent and its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer Representatives shall conduct itself so any such activities in such a manner as not to interfere in the conduct of unreasonably with the business of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation operations of the Company or its business in connection therewithSubsidiaries and there shall be no invasive environmental testing without the prior consent of the Company. Notwithstanding the foregoing, including projections(i) the Company shall not be required to, financial or other to cause any of its Subsidiaries to, grant access or furnish information relating thereto or (B) if doing so could violate any Contract or Law to which Seller Parent or any of its Affiliates Representatives to the extent that such information is subject to an attorney-client privilege or attorney work-product doctrine (including other than title opinions relating to the Company Company’s and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client ’ Oil and work product privilegesGas Properties) or that such access or the furnishing of such information is prohibited by Law; and (ii) consolidated, combined, unitary or similar Tax Return Parent shall not have access to personnel records of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is Subsidiaries relating to individual medical histories or other information the common parent disclosure of which could subject the Company or any other of its Subsidiaries to risk of significant liability. Parent agrees that it will not, and will cause its Representatives not to, use any information relating obtained pursuant to Taxes or Tax Returns other than information relating solely this Section 5.1 for any purpose unrelated to the Company Transactions. The Confidentiality Agreement shall survive the execution and its Subsidiariesdelivery of this Agreement and shall apply to all information furnished thereunder or hereunder.

Access to Information. (a) Subject to Section 4.4 hereof, From the date hereof until the earlier of Closing Date, the Closing or the termination of this AgreementSellers will (and will cause their Affiliates to) (i) give Buyer, Seller shall cause its officerscounsel, directorsfinancial advisors, employees auditors and other agents to afford the officers, directors, employees and other agents of Buyer authorized Representatives reasonable access during normal business hours upon reasonable notice to the officersPurchased Real Property offices, directorspreparation plants, employees, agents, properties, offices mine workings and other facilities and properties of the Company Purchased Business and its Subsidiaries and their the books and recordsrecords of the Sellers relating to the Purchased Business; (i) furnish to Buyer, and shall furnish Buyer with such financialits counsel, operating financial advisors, auditors and other authorized Representatives such financial and operating data and other information with respect relating to the Company and its Subsidiaries, Purchased Business as Buyer, through its officers, employees or agents, such Persons may reasonably request; and (i) instruct the employees, counsel and financial advisors of the Sellers and their Affiliates to cooperate with Buyer in its investigation of the Purchased Business; provided that nothing herein will obligate Sellers to take or permit any actions that would result in any waiver of attorney-client privilege or violate any Law or the terms of any Contract to which the Sellers or any of their Affiliates is a party or to which any assets of Sellers or any of their Affiliates are subject or subject Sellers or any of their Affiliates to risk of liability; provided, further, that the Parties will use their respective commercially reasonable efforts to obtain the necessary consents or develop an alternative solution so as to not result in the waiver of such privilege or violation of such Law or Contract. In exercising Any investigation by Buyer or its rights hereunder, Buyer authorized Representatives pursuant to this ‎Section 5.03 shall conduct itself so be conducted in such manner as not to interfere in unreasonably with the conduct of the business of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contactSellers. Notwithstanding anything to the contrary set forth in this Agreementforegoing, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) Buyer shall be required to disclose to Buyer or any agent or representative thereof any (i) information not (A) except as already provided have access to Buyer, personnel records of the Sellers relating to any sale individual performance or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewithrecords, including projections, financial medical histories or other information relating thereto which in the Sellers’ good faith opinion is sensitive or the disclosure of which could subject the Sellers to risk of liability or (BA) if doing without the prior written consent of the Sellers’ Representative (not to be unreasonably withheld, conditioned or delayed so could violate long as Buyer has a reasonable and good faith belief that material environmental conditions warranting the following types of investigations are present), conduct or cause to be conducted any Contract sampling, testing or Law otherwise invasive investigation of the air, soil, surface water, groundwater, building materials or other environmental media related to which Seller the Purchased Business or the Purchased Assets. During any visits to any offices, facilities or other properties of Sellers or any of their Affiliates permitted by this Section 5.3, Buyer shall comply, and shall cause its Affiliates (including the Company Representatives to comply, with all safety, health and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely security rules applicable to the Company and its Subsidiariespremises being visited.

Access to Information. (a) Subject to Section 4.4 hereof, From the Execution Date until the earlier of (a) the date this Agreement is terminated pursuant to Section 13.1 and (b) the Closing or Date, subject to the termination of this Agreementlimitations in Section 9.1(e), Section 9.2, and Section 14.11, Seller shall cause grant to Buyer and its officersauthorized representatives reasonable access, directors, employees and other agents to afford the officers, directors, employees and other agents of Buyer reasonable access during normal business hours and upon reasonable advance notice, to senior management, the officers, directors, employees, agents, properties, offices properties and other facilities the books and records of the Company and its Subsidiaries and their books and records, and shall furnish Buyer with such financial, operating and other data and information with respect to the Company extent (and its Subsidiariesonly to the extent) relating to the ownership, as Buyer, through its officers, employees operation or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct transition of the Company’s business of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees Buyer; provided that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for such access does not unreasonably interfere with the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation normal operations of the Company or its business of Seller, (ii) such access shall occur in connection therewithsuch a manner as Seller reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement, (iii) all requests for access shall be directed to Jxxxx Xxxxx (at jxxxxx@xxxxxxx.xxx) or such other Person as Seller may designate in writing from time to time (the “Bison Contact”), (iv) except to the extent set forth in Section 4.2, such access shall not entitle Buyer to conduct any environmental assessment, including projectionsany monitoring, financial testing or sampling or any Phase I Environmental Site Assessments, and (v) nothing herein shall require Seller or the Company to provide access to, or to disclose any information to, Buyer or any other information relating thereto Person if such access or disclosure (A) would breach any obligations to any Third Party or obligation of confidentiality binding on Seller, the Company or the Oil & Gas Assets, provided that Seller shall use its commercially reasonable efforts to obtain any applicable waivers of confidentiality restrictions, (B) would cause competitive harm to Seller or the Company if doing so could violate the transactions contemplated by this Agreement are not consummated, (C) would be in violation of applicable Laws or regulations of any Governmental Authority or the provisions of any Contract or Law policy to which the Company is a party, or (D) that would result in the waiver or a potential waiver of attorney-client privilege or attorney work product. Buyer acknowledges that, pursuant to its right of access to the personnel, the properties and the books and records of the Company (including in connection with Buyer’s Independent Title Review and Buyer’s Independent Environmental Review), Buyer will become privy to confidential and other information of Seller and the Company and that such confidential information shall be held confidential by Buyer and Buyer’s representatives in accordance with the terms of the Confidentiality Agreement. If Closing should occur, the foregoing confidentiality restriction on Buyer, including the Confidentiality Agreement and the confidentiality restriction in Section 4.2, shall terminate (except as to information related to any assets other than the assets of the Company, including any assets of Seller or any of its Affiliates (including other than the Company). For the avoidance of doubt, neither the Company nor Seller makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 9.1(d), and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss none of the ability to successfully assert a claim of privilege (including without limitationBuyer, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or nor any of its Affiliates (or their respective direct or indirect equityholders or representatives, may rely on the accuracy of any such information, in each case, other than the Company or any express representations and warranties of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to Seller and the Company set forth in Article 6 and its SubsidiariesArticle 7 hereof, as qualified by the Schedules thereto. The information provided pursuant to this Section 9.1(d) will be used solely for the purpose of effecting the transactions contemplated hereby, and will be governed by all of the terms and conditions of the Confidentiality Agreement.

Access to Information. (a) Subject to Section 4.4 hereofAfter the Closing, until the earlier of the Closing or the termination of this AgreementBuyer shall, Seller and shall cause its officersAffiliates to, directorspreserve, employees in accordance with Buyer’s, or its applicable Affiliates’, standard document retention policies and other agents 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 Representatives, Buyer or any of its Affiliates holding such books and records shall (i) provide to afford the officersParent, directors, employees and other agents Seller or any of Buyer their Representatives reasonable access to such books and records during normal business hours to the officershours; provided, directorshowever, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and their books and records, and that such access shall furnish Buyer not unreasonably interfere with such financial, operating and other data and information with respect to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct of the business of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including the Company holding such books and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client records and work product privileges) or (ii) consolidatedpermit Parent, combinedSeller or any of their authorized Representatives to make copies of such books and records, unitary in each case, at no cost to Seller or similar Tax Return of which 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 than applicable legal privilege or similar doctrine, (B) contravene any applicable Law or contractual confidentiality obligation, (C) jeopardize the Company health and safety of any employee of Buyer or any of its Subsidiaries) is the common parent , 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 relating or entering into joint defense agreements), in the case of each of clauses (A) to Taxes (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 Returns other than information relating solely records (except for Tax records of, or with respect to, the Business Subsidiaries). Such books and records may be requested under this Section 9.4 for any reasonable business purposes, including to the Company and its Subsidiariesextent reasonably required in connection with accounting, litigation, financial reporting, federal securities disclosure, compliance with contractual obligations of Parent, Seller or any of their Affiliates or performance of the Excluded Liabilities.

Access to Information. (a) Subject to Section 4.4 hereof, From the date hereof until the earlier Closing Date, upon reasonable notice, Parent, Seller, NMT-US and each of the Closing or the termination of this AgreementAcquired Companies shall, Seller and shall cause its officers, directors, employees and other agents to afford the officers, directors, employees and other agents each of Buyer reasonable access during normal business hours to the their respective officers, directors, employees, agents, representatives, accountants and counsel to: (i) afford the officers, employees and authorized agents, accountants, counsel and representatives of the Buyer reasonable access, during normal business hours and without unreasonable interference with business operations, to the offices, properties, offices plants, other facilities, books and other facilities records of the Company and its Subsidiaries and their books and records, and shall furnish Buyer with such financial, operating and other data and information Acquired Companies or NMT-US (with respect to the Company US-Based Assets), or otherwise related to the Business, and its Subsidiariesto those officers, as Buyerdirectors, through its employees, agents, accountants, counsel, customers and suppliers of the Acquired Companies who have any knowledge relating to the Assets or the Business, (ii) furnish to the officers, employees or and authorized agents, accountants, counsel and representatives of the Buyer such additional financial and operating data and other information regarding the Assets, properties and goodwill of the Acquired Companies, NMT-US and the Business (or legible copies thereof) as the Buyer may from time to time reasonably request. In exercising its rights hereunder, and (iii) provide Buyer shall conduct itself so as not to interfere in the conduct of the business of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided all forms, certificates and/or other instruments required to Buyerpay the transfer and recording Taxes and charges arising from the transactions contemplated by this Agreement and any Related Agreement, relating together with evidence satisfactory to any sale or divestiture process conducted Buyer that such transfer Taxes and charges have been paid by Seller or its Affiliates for the Company or its business or Parent and/or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate a clearance certificate or similar document(s) which may be required by any Contract or Law Taxing authority to which relieve Buyer of any obligation to withhold any portion of the payments to Parent and/or Seller pursuant to this Agreement or any of its Affiliates Related Agreement and (including C) all filings, rulings, clearances, interest clearance requests, Group Relief requests, communications with Inland Revenue and other such documentation that affects the Company and its Subsidiaries) is a party Tax or is subject or which it believes in good faith could result in a loss financial position of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and its SubsidiariesAcquired Companies.

Access to Information. (a) Subject to Section 4.4 hereof, From the date of this Agreement until the earlier of the Closing Effective Time or the termination date this Agreement is terminated in accordance with Article 7, and subject to the requirements of this Agreementany applicable Law, Seller the Company shall, and shall cause each of its officers, Subsidiaries and each of their respective directors, employees and other agents to afford the officers, directors, employees and other agents of Buyer reasonable access during normal business hours to the officers, directors, employees, agentscounsel, propertiesaccountants, investment bankers, financial advisors and other representatives (collectively, the “Company Representatives”) to, give Parent and Purchaser and their respective directors, officers, employees, counsel, accountants, investment bankers, financial advisors and other representatives (collectively, the “Parent Representatives”) access, in a manner reasonably designed to minimize disruption to the operations of the Company, upon reasonable notice and during the Company’s normal business hours, to the offices and other facilities and to the books and records of the Company and each of its Subsidiaries and shall cause the Company Representatives to furnish or make available to Parent, Purchaser and the Parent Representatives such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries and their books and recordsas Parent, and shall furnish Buyer with such financial, operating and other data and information with respect Purchaser or the Parent Representatives may from time to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may time reasonably request. In exercising its rights hereunderThe foregoing notwithstanding, Buyer shall conduct itself so as not to interfere in the conduct of the business of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall not be required to disclose afford such access to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation extent that it would unreasonably disrupt the operations of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is , would cause a violation of any agreement to which the common parent Company or any other information relating to Taxes of its Subsidiaries is a party, would likely result in a loss of privilege or Tax Returns other than information relating solely trade secret protection to the Company or any of its Subsidiaries or would constitute a violation of any applicable Law. Unless otherwise required by Law, each of Parent and its SubsidiariesPurchaser shall, and shall cause the Parent Representatives to, hold any such information in confidence in accordance with the terms of the Confidentiality Agreement. Except as otherwise agreed to by the Company, and notwithstanding termination of this Agreement, the terms and provisions of the Confidentiality Agreement, dated March 24, 2008 (the “Confidentiality Agreement”), between Parent and the Company shall apply to all information furnished to any Parent Representative by any Company Representative hereunder or thereunder.

Access to Information. (a) Subject to Section 4.4 hereof, From and after the date hereof until the earlier Closing and subject to applicable Law, Advisor Parent shall, and shall direct each of the Closing or the termination of this Agreementits Affiliates, Seller shall cause its officersSubsidiaries and Representatives to, directorsafford to GNL, employees RTL and other agents to afford the officerstheir respective Representatives access, directors, employees and other agents of Buyer reasonable access during normal business hours to the officershours, directors, employees, agents, properties, offices upon reasonable advance prior written notice and other facilities of the Company and its Subsidiaries and their books and records, and shall furnish Buyer in such manner as will not unreasonably interfere with such financial, operating and other data and information with respect to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct of the business of the Company Advisor Parties, to all properties, books and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents records of the Company Target Companies, and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents all other information with respect to any specific contactthe business of the Target Companies or the Business Assets, together with the opportunity to make copies (at GNL’s expense) of such books, records and other 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 Representatives may reasonably request in writing, and the Advisor Parties shall use their commercially reasonable efforts to direct such members of management, officers, directors, counsel, accountants and other Representatives to reasonably cooperate with GNL, RTL and their respective Representatives in connection therewith. Notwithstanding anything 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 or furnish information to GNL, RTL or their respective Representatives to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any extent that (i) information (A) except as already provided such access would jeopardize attorney/client or attorney work product privilege, taking into account whether GNL and/or RTL is willing to Buyer, relating to any sale enter into a customary joint defense agreement or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto similar arrangement or (Bii) if doing so could violate any Contract such access or Law the furnishing of such information is prohibited by applicable Law. In the event the Advisor Parties do not provide access or information pursuant to which Seller or any of its Affiliates clauses (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privilegesi) or (ii) consolidatedof the preceding sentence, combinedAdvisor Parent will provide notice to GNL and RTL that such information is being withheld, unitary or similar Tax Return of which Seller or any of and Advisor Parent will cause such entity to use its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating commercially reasonable efforts to Taxes or Tax Returns other than information relating solely communicate, to the Company extent feasible, the applicable information in a way that will not violate the applicable privilege or applicable Law and, if applicable, seek a waiver of any applicable third-party restrictions. All information provided pursuant to this Agreement shall remain subject in all respects to the letter agreement, dated April 2, 2023, by and its Subsidiariesamong GNL, RTL and Advisor Parent.

Access to Information. (a) Subject to Section 4.4 hereof, From the date hereof until the earlier Closing, upon reasonable notice and subject to applicable laws relating to the exchange of the Closing or the termination of this Agreementinformation, Seller BCBSKS shall, and shall cause each of its officers, directors, employees and other agents to afford the officers, directors, employees and other agents of Buyer reasonable access during normal business hours to the officers, directors, employees, agents, properties, offices accountants and other facilities of counsel to: (i) afford the Company and its Subsidiaries and their books and records, and shall furnish Buyer with such financial, operating and other data and information with respect to the Company and its Subsidiaries, as Buyer, through its officers, employees or and authorized agents, may reasonably request. In exercising its rights hereunderaccountants, Buyer shall conduct itself so as not to interfere in counsel, financing sources and other representatives of Purchaser reasonable access, during normal business hours during the conduct of the business of the Company and its Subsidiaries period prior to Closing. Buyer acknowledges the Closing Date, to the offices, properties, plants, other facilities, books and agrees that any contact by Buyer records of BCBS, and its agents and representatives with to those officers, directors, employees, customers agents, accountants and counsel of BCBS who have any knowledge relevant to BCBS or agents of the Company Business, (ii) furnish to the officers, employees and its Subsidiaries hereunder shall be arranged authorized agents, accountants, counsel, financing sources and supervised by representatives of SellerPurchaser such additional financial and operating data and other information regarding the Business, unless Seller otherwise expressly consents assets, properties, personnel and goodwill of BCBS as Purchaser may from time to time reasonably request; and (iii) cooperate with respect and assist Purchaser in planning and preparing for post-Closing operations, including without limitation matters relating to any specific contactcustomer and employee retention. From the date hereof until the Closing, each party shall make available to the other party a copy of each report, schedule, registration statement, and other document files or received by it during such period pursuant to the requirements of federal or state law (other than those reports or documents which Purchaser or BCBSKS, as the case may be, is not permitted to disclose under applicable Law). Notwithstanding anything contained in this Agreement to the contrary set forth in this Agreementcontrary, neither Seller Purchaser nor BCBSKS nor any of its Affiliates (including the Company and its Subsidiaries) their respective Affiliates, shall be required to provide access to or to disclose to Buyer information where such access or any agent disclosure would violate or representative thereof any (i) information (A) except as already provided to Buyerprejudice the rights of Purchaser's or BCBSKS's customers, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, jeopardize the attorney-client and work product privileges) or (ii) consolidatedaccountant-client privilege of the institution in possession or control of such information or contravene any Law, combined, unitary fiduciary duty or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely binding agreement entered into prior to the Company and its Subsidiariesdate of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

Access to Information. (a) Subject to Section 4.4 hereof, until the earlier of Until the Closing or Time, subject to any Applicable Law, applicable privileges and contractual confidentiality obligations, (i) the termination of this Agreement, Seller Sellers shall allow and shall cause its officersthe QNX Entities to allow the Buyers and their representatives, directorsaccountants, employees legal counsel and other agents to afford the officers, directors, employees and other agents of Buyer advisors reasonable access during normal business hours upon reasonable prior notice to the officers, directors, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and their books and files, books, records, and offices of the QNX Entities (and books and records of the Sellers to the extent related to the QNX Entities) for transition planning purposes, including any and all information relating to taxes, legal advice, commitments, contracts, leases, licenses, personnel, environmental, health and safety, personal property and financial condition and such other information and data as reasonably requested by the Buyers and (ii) the Sellers shall furnish Buyer provide reasonable cooperation with the Buyers to arrange meetings during normal business hours between representatives of Buyers and personnel of the QNX Entities for transition planning purposes. Until the Closing Time, subject to the Applicable Law, the Sellers shall cause the QNX Entities’ accountants to cooperate with the Buyers and their representatives in making available all financial information reasonably requested; provided, however that the accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such financialaccountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. If so requested by the Sellers, operating the Buyers and other data the Guarantor shall enter into a customary joint defense agreement with the Sellers and information with respect to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct of the business of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents QNX Entities with respect to any specific contact. Notwithstanding anything information to be provided to the contrary set forth Buyers pursuant to this Section 5.6(a). No information or knowledge obtained in any investigation pursuant to this Section 5.6(a) or prior to the execution of this Agreement shall affect or be deemed to modify any representation or warranty contained in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller Agreement or any of its Affiliates (including the Company and its Subsidiaries) is a party Transaction Documents or is subject or which it believes in good faith could result any document contemplated in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller this Agreement or any of its Affiliates (other than the Company Transaction Documents and no investigation made by the Buyers or their representatives shall affect the Buyers’ right to rely on any representation or warranty in this Agreement or any of its Subsidiaries) is the common parent Transaction Documents or in any document contemplated in this Agreement or any other information relating to Taxes or Tax Returns other than information relating solely of the Transaction Documents. All such access shall be subject to the Company and its Subsidiariesterms of the Confidentiality Agreement.

Access to Information. (a) Subject to Section 4.4 hereof, From the date hereof until the earlier of Closing Date, upon reasonable notice, the Closing or the termination of this AgreementCompany shall, Seller and shall cause its officers, directors, employees each Subsidiary (and other agents to afford the officers, directors, employees and other agents of Buyer reasonable access during normal business hours 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, offices books and records and key employees of the Company, each Subsidiary and any Joint Venture and (ii) furnish to those officers, employees, and authorized agents and representatives of the Purchaser who reasonably have a need to know such additional financial and operating data and other facilities information regarding the Business (or copies thereof) as the Purchaser may from time to time reasonably request; provided, however, that any such access or furnishing of information shall be conducted at the Purchaser’s expense, during normal business hours, under the supervision of the Company Seller’s personnel and its Subsidiaries and their books and records, and shall furnish Buyer with in such financial, operating and other data and information with respect to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so a manner as not to unreasonably interfere in with the conduct normal operations of the business of the Company and its Subsidiaries prior to ClosingBusiness. Buyer The Purchaser acknowledges and agrees that any contact all notices of requests by Buyer and the Purchaser or its agents and authorized representatives with officersfor (i) access to offices, employees, customers properties or agents books or records of the Company Company, any Subsidiary or any Joint Venture or (ii) additional financial and its Subsidiaries hereunder operating data or other information regarding the Business shall be arranged directed solely to the Chief Financial Officer of the Company, and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect the Purchaser shall not direct any such notice to any specific contactother 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 set forth in this Agreement, neither the Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall not be required to disclose any information to Buyer or any agent or representative thereof any the Purchaser if such disclosure would, in the Seller’s sole discretion, (i) information cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (Aii) except as already provided to Buyer, relating to jeopardize any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or other legal privilege or (iiiii) consolidatedcontravene any applicable Laws, combined, unitary fiduciary duty or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely binding agreement entered into prior to the Company and its Subsidiariesdate hereof.

Access to Information. (a) Subject to Section 4.4 hereof, From the date hereof until the earlier of Effective Time, and subject to Applicable Law, upon reasonable notice during normal business hours, the Closing or the termination of this Agreement, Seller Company shall (and shall cause its officersSubsidiaries to) use commercially reasonable efforts to (i) subject to reasonable logistical restrictions as a result of COVID-19 or any COVID-19 Measures, directorsgive Parent, employees and other agents to afford the officers, directors, employees and other agents of Buyer reasonable access during normal business hours to the 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, offices assets, books, records, work papers and other facilities of documents (including existing financial and operating data) related to the Company and its Subsidiaries and their books (ii) furnish to Parent and its Representatives such existing information as such Persons may reasonably request within a reasonable time of such request, including, 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 or disclose information where such access or disclosure (x) would, in each case, upon the advice of legal counsel, jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or violate any Applicable Law or Contract, or (y) relates to any Acquisition Proposal (unless such information is required to be disclosed in accordance with Section 6.03). Notwithstanding the foregoing, Parent shall not (A) have access to personnel records of the Company or any of its Subsidiaries relating to individual performance or evaluation records, and shall furnish Buyer with such financial, operating and medical histories or other data and information with respect to which is sensitive or the disclosure of which could subject the Company and 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 air, soil, soil gas, surface water, groundwater, building materials or other environmental media at any real property or facility owned, leased or operated by the Company or any of its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer Any investigation pursuant to this Section shall conduct itself so be conducted in such manner as not to interfere in unreasonably with the conduct of the business of the Company and its Subsidiaries prior Subsidiaries. No information or knowledge obtained in any investigation pursuant to Closingthis Section shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Buyer acknowledges and agrees Notwithstanding the foregoing, in the case of any information that any contact by Buyer and its agents and representatives with officersin the reasonable, employees, customers or agents good faith judgement of the Company and its Subsidiaries hereunder is competitively sensitive, such information shall be arranged and supervised by representatives provided to Parent pursuant to a “clean room” arrangement agreed between the parties that is intended to permit the sharing of Seller, unless Seller otherwise expressly consents such information in compliance with respect Applicable Laws. The information provided pursuant to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) Section 6.02 shall be required to disclose to Buyer or any agent or representative kept confidential by the recipient thereof any (i) information (A) except in accordance with the Confidentiality Agreement. The Confidentiality Agreement shall terminate as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and its SubsidiariesEffective Time.

Access to Information. (a) Subject to Section 4.4 hereof, From the date hereof until the earlier of the Closing or the termination of this AgreementClosing, Seller upon reasonable notice, Sellers shall and shall cause its officers, directors, employees and other agents to afford the officers, directors, employees and other agents of Buyer reasonable access during normal business hours to the their respective officers, directors, employees, agents, propertiesrepresentatives, offices accountants and counsel to (i) afford Buyer and its authorized representatives reasonable access to the offices, 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 facilities of information regarding the Company and its Subsidiaries and their books and records, and shall furnish Business (or copies thereof) as Buyer with such financial, operating and other data and information with respect may from time to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may time reasonably request. In exercising its rights hereunder, Buyer in each case, solely for purposes of Buyer’s integration planning; provided, however, that any such access or furnishing of information shall conduct itself so be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere in with the conduct normal operations of the business Business and may be limited to the extent such access, in light of COVID-19 or COVID-19 Measures, would jeopardize the Company health and its Subsidiaries prior to Closingsafety of any of their respective employees or other Representatives. Buyer acknowledges and agrees that any contact No investigation by Buyer and its agents and representatives with officersor other information received by Buyer shall operate as a waiver or otherwise affect any representation, employees, customers warranty or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised agreement given or made by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contactSellers in this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) Sellers shall not be required to disclose any information to Buyer or any agent or representative thereof any if such disclosure would, in Sellers’ sole discretion, (i) information cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof. Notwithstanding the foregoing, (A) except as already provided Buyer shall not have access to Buyer(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 real property owned or leased by Sellers for purposes of conducting any invasive or intrusive environmental sampling or testing or (z) any information to the extent relating to any sale Excluded Asset, Excluded Liability or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (any Tax Return of Sellers or their representatives’) evaluation of Affiliates that do not relate to the Company or its business in connection therewith, including projections, financial or other information relating thereto or Business and (B) if doing so could violate Sellers shall have the right to withhold any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than the sale process of the Business and information and analysis relating solely thereto. Buyer shall hold in confidence all information so obtained in accordance with the Confidentiality Agreement. In connection with Buyer, its Affiliates and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the Company and its Subsidiariesproperties, assets or offices of Sellers.

Access to Information. (a) Subject to Section 4.4 hereof, From the date hereof until the earlier of Closing Date, upon reasonable prior notice, the Closing or the termination of this AgreementParent shall, Seller and shall cause its officers, directors, employees and other agents to afford the officers, directors, employees and other agents of Buyer reasonable access during normal business hours to the officers, directors, employees, agents, properties, offices and other facilities each of the Company and its the Transferred Subsidiaries and their books use commercially reasonable efforts to cause each such Person’s respective Representatives to, (x) afford the Acquiror and recordsthe Representatives of the Acquiror reasonable access, and shall furnish Buyer with such financialduring normal business hours, operating and other data and information with respect to the Company offices, properties, books, data, files, information and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct of the business records of the Company and its the Transferred Subsidiaries prior and the Business, (y) furnish to Closing. Buyer acknowledges the Representatives of the Acquiror such additional financial data and agrees that any contact by Buyer other information regarding the Company and the Transferred Subsidiaries and the Business as the Acquiror may from time to time reasonably request in connection with the consummation of the transactions contemplated hereby and (z) make reasonably available to the Representatives of the Acquiror the employees of the Parent and its agents and representatives with officers, employees, customers or agents Affiliates in respect of the Company and its the Transferred Subsidiaries, the Business and the businesses conducted by them whose assistance and expertise is necessary to assist the Acquiror in connection with the Acquiror’s preparation to integrate the Company, the Transferred Subsidiaries hereunder and their businesses and personnel into the Acquiror’s organization following the Closing; provided, however, that the reasonableness of such access and requests shall be arranged determined by taking into account, among other considerations, the competitive positions of the parties and supervised the sensitive nature of the transactions contemplated by representatives this Agreement; provided, further, that nothing herein shall require either the Parent, the Company or any of Sellerthe Transferred Subsidiaries, unless Seller otherwise expressly consents 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 (1) 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, would constitute a violation of applicable Law or obligations to customers, so long as 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 (2) would involve any environmental sampling or invasive testing; provided, further, that such investigation shall not unreasonably interfere with respect any of the businesses or operations of the Parent, the Company, the Transferred Subsidiaries or any of their respective Affiliates; provided, further, that the auditors and independent accountants of the Parent, the Company, the Transferred Subsidiaries or any of their respective Affiliates shall not be obligated to make any work papers available to any specific contact. Notwithstanding Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants; and provided, further, that notwithstanding anything to the contrary set forth in this Agreementcontained herein, neither Seller the Parent nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer the Acquiror or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation Representative of the Company Acquiror any consolidated, combined, affiliated or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to unitary Tax Return which Seller includes the Parent or any of its Affiliates or any tax-related work papers, except, in each case, for materials or portions thereof that relate solely to the Company or any of the Transferred Subsidiaries. If so reasonably requested by the Acquiror or the Parent, the Acquiror and the Parent shall, and shall cause their respective Affiliates (including as applicable) to, enter into a customary joint defense agreement with any one or more of the Acquiror, the Parent, the Company and the Transferred Subsidiaries, as applicable, with respect to any information to be provided to the Acquiror pursuant to this Section 5.03(a). The Acquiror shall reimburse the Parent promptly for any reasonable third party out-of-pocket expenses incurred by the Parent and its Subsidiaries) is a party Affiliates in complying with any request by or is subject or which it believes in good faith could result in a loss on behalf of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller Acquiror or any of its Affiliates in connection with this Section 5.03(a). The Acquiror shall indemnify and hold harmless the Parent and its Affiliates from and against any Losses that may be incurred by any of them arising out of or related to the Acquiror’s or its Representatives’ use, storage or handling of (other than A) any personally identifiable information relating to employees, Producers, policyholders or customers of the Company or any of its Subsidiariesthe Transferred Subsidiaries and (B) is the common parent or any other information relating that is protected by applicable Law (including privacy Laws) or Contract and to Taxes which the Acquiror or Tax Returns other than information relating any of its Affiliates or Representatives is afforded access pursuant to the terms of this Agreement, solely to the Company and its Subsidiariesextent any such Losses are the result of the Acquiror’s actions or omissions.

Access to Information. (a) Subject to Section 4.4 hereof, From the date hereof until the earlier --------------------- termination or the consummation of the Closing or Offer, the termination of this AgreementCompany will, Seller shall and will cause its officerssubsidiaries, directors, employees and other agents to afford the officers, directors, employees and other agents each of Buyer reasonable access during normal business hours to the their respective officers, directors, employees, agentscounsel, propertiesadvisors, offices representatives and other facilities of financing sources (collectively, the "Company Representatives"), to provide Purchaser and its Subsidiaries and their books and records, and shall furnish Buyer with such financial, operating and other data and information with respect to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct of the business of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company ------------------------ counsel, advisors, representatives and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates financing sources (including the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitationcollectively, the "Purchaser Representatives") reasonable access (subject, however, to existing -------------------------- confidentiality and similar non-disclosure obligations and the preservation of attorney-client and work product privileges) ), during normal business hours and upon reasonable notice, to its officers and employees and to its offices and other facilities and to the books and records of the Company and its subsidiaries, and will permit Purchaser to make inspections of such as Purchaser may reasonably require, and will cause the Company Representatives and the Company's subsidiaries to furnish Purchaser and the Purchaser Representatives to the extent available with such other financial and operating data and other information with respect to the business and operations of the Company and its subsidiaries as Purchaser may from time to time reasonably request. Unless otherwise required by law, Purchaser will, and will cause the Purchaser Representatives to, hold any such information in confidence until such time as such information otherwise becomes publicly available through no wrongful act of Purchaser or (ii) consolidatedthe Purchaser Representatives. No investigation pursuant to this Section 6.02 shall affect any representations or warranties of the parties ------------ herein or the conditions to the obligations of the parties hereto. In the event of termination of this Agreement for any reason, combinedPurchaser will, unitary and will cause the Purchaser Representatives to, return to the Company or similar Tax Return destroy all copies of which Seller or any of its Affiliates (other than written information furnished by the Company or any of its Subsidiaries) is the common parent Company Representatives to Purchaser or the Purchaser Representatives and destroy such portion of all memoranda, notes and other writings prepared by Purchaser or the Purchaser Representatives based upon or including the information furnished by the Company or any other information relating of the Company Representatives to Taxes the Purchaser or Tax Returns other than information relating solely the Purchaser Representatives (and Purchaser will certify to the Company and its Subsidiariesthat such destruction has occurred).

Access to Information. (a) Subject From the date hereof to Section 4.4 hereof, until the Closing Date or the earlier of the Closing or the termination of this Agreement, Seller shall cause its officersthe Company and Parent shall, directorsto the extent consistent with applicable Law (including antitrust Law), employees and other agents to afford the officers, directors, employees other party hereto and other agents of Buyer its Representatives reasonable access during normal business hours hours, upon reasonable notice, to the its officers, directors, employees, agents, properties, properties and offices and other facilities the officers, employees, agents, properties and offices of the Company and its Subsidiaries and to their books and records, and shall furnish Buyer with such financial, operating and other data and information with respect to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer each party shall (and shall cause each of its Representatives to) conduct itself so as not to interfere in the conduct of the business of the Company other party hereto and its Subsidiaries prior to Closing. Buyer acknowledges From the date hereof to the Closing Date, the parties hereto acknowledge and agrees agree that they and their Representatives shall not contact any contact by Buyer and its agents and representatives with officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the Company 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 Representatives of Sellerthe such party, unless Seller the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller party hereto nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer the other party or any agent or representative Representative thereof any information (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller such party or any of its Affiliates (including the Company and its Subsidiaries) is a party or Law to which such party or any of its Affiliates is subject or (ii) which it 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 without limitation, the attorney-client and work product privileges) or (ii) consolidated); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, combinedfurther, unitary or similar Tax Return of which Seller that if the a party hereto or any of its Affiliates (other than believes in good faith that any such disclosure may result in a loss of the Company or any ability to successfully assert a claim of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its SubsidiariesRepresentatives without waiving such privilege.

Access to Information. (a) Subject to Section 4.4 hereof, until From the earlier of the Closing or the termination date of this AgreementAgreement through the Closing, Seller the Company shall cause its officers, directors, employees and other agents afford to afford the officers, directors, employees and other agents representatives of Buyer reasonable and VAB Acquisition Sub access during normal business hours to the officers, directors, employees, agentsaccountants, counsel, offices, properties, offices books and other facilities records during normal business hours, as Buyer or VAB Acquisition Sub may reasonably request in order that Buyer and VAB Acquisition Sub may have an opportunity to make such investigations as they desire of the affairs of the Company and its the Company Subsidiaries (including any investigations reasonably required by Buyer to determine the Tax cost to Buyer and their books VAB Acquisition Sub of the VAB Purchase) and recordsto facilitate consummation of the Transactions; provided, however, that such investigation shall be upon reasonable notice, shall not unreasonably disrupt the personnel and operations of the Company and shall be subject to Applicable Laws. All requests for access to the offices, properties, books, and shall furnish Buyer with such financial, operating and other data and information with respect records relating to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer the Company Subsidiaries shall conduct itself so as not be made to interfere in the conduct of the business such representatives of the Company as the Company shall designate, who shall be solely responsible for coordinating all such requests and its Subsidiaries prior to Closingall access permitted hereunder. Buyer acknowledges and agrees that None of Buyer, VAB Acquisition Sub or their representatives shall contact any contact by Buyer and its agents and representatives with officers, of the employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation suppliers of the Company or its business respective Affiliates in connection therewithwith the Transactions, including projectionswhether in person or by telephone, financial mail or other information relating thereto means of communication, without the specific prior written authorization of such representatives of the Company as the Company may designate. If, in the course of any investigation pursuant to this Section 6.1, Buyer becomes aware of any breach of any representation or (B) if doing so could violate any Contract or Law to which Seller warranty contained in this Agreement or any of its Affiliates (including circumstance or condition that upon the Closing would constitute such a breach, Buyer covenants that it will promptly so inform the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of VAB Acquisition Sub. To the ability to successfully assert a claim of privilege (including without limitationextent permitted under Applicable Law, from and after the date hereof, the attorney-client Company shall reasonably cooperate with Buyer and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return VAB Acquisition Sub regarding the determination and implementation of which Seller or any of its Affiliates (other than an orderly transition following the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and its SubsidiariesMerger.

Access to Information. 1ST BANCORP shall permit German American reasonable access, in a manner which will avoid undue disruption or interference with 1ST BANCORP's normal operations, to its, the Bank's, and the Subsidiaries' properties and shall disclose and make available to German American all books, documents, papers and records relating to its, the Bank's, and the Subsidiaries' assets, stock ownership, properties, operations, obligations and liabilities, including, but not limited to, all books of account (a) Subject to Section 4.4 hereofincluding general ledgers), until the earlier tax records, minute books of directors' and shareholders' meetings, organizational documents, material contracts and agreements, loan files, filings with any regulatory authority, accountants' workpapers, litigation files, plans affecting employees, and any other business activities or prospects in which German American may have an interest in light of the Closing transactions contemplated by this Agreement. During the period from the date of this Agreement to the Effective Time, 1ST BANCORP will cause one or more of its, the Bank's, or the termination Subsidiaries' designated representatives to confer on a regular basis with the President of German American, or any other person designated in a written notice given to 1ST BANCORP by German American pursuant to this Agreement, Seller shall cause to report the general status of the ongoing operations of 1ST BANCORP, the Bank, and the Subsidiaries. 1ST BANCORP will promptly notify German American of any material change in the normal course of the operation of its officersbusiness or properties and of any regulatory complaints, directorsinvestigations or hearings (or communications indicating that the same may be contemplated), employees or the institution or the threat of litigation involving 1ST BANCORP, the Bank, or any of the Subsidiaries, and other agents will keep German American fully informed of such events. German American hereby understands and agrees that all books, documents, papers and records relating to afford 1ST BANCORP's, the officersBank's, directorsand the Subsidiaries' assets, employees and other agents of Buyer reasonable access during normal business hours to the officers, directors, employees, agentsstock ownership, properties, offices operations, obligations and other facilities of the Company and its Subsidiaries and their books and recordsliabilities which it obtains, and receives, reviews or has access to pursuant to this Section 4.08 shall furnish Buyer with such financial, operating and other data and information with respect be subject to the Company Confidentiality Agreement between 1ST BANCORP and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct of the business of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this German American ("Confidentiality Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and its Subsidiaries").

Access to Information. From the Execution Date until the Closing Date, upon the request from ETE, ETP will, and will cause ETC III, ETC II and the Company to: (a) Subject give ETE and its counsel, financial advisors, auditors and other authorized representatives (collectively, “Representatives”) reasonable access to Section 4.4 hereofthe offices, until the earlier properties, books and records of the Closing or Company and to the termination books and records of this AgreementETP, Seller shall cause its officersETC III and ETC II relating to the Company and permit ETE to make copies thereof, directors, employees and other agents to afford the officers, directors, employees and other agents of Buyer reasonable access in each case (i) during normal business hours and (ii) solely to the officers, directors, employees, agentsextent that ETP either (1) has access to such offices, properties, offices and other facilities of the Company and its Subsidiaries and their books and recordsrecords and has the right, and shall furnish Buyer with such financial, operating and other data and information with respect pursuant to the Company LLC Agreement, to provide access to such offices, properties, books and records to such Persons or (2) has the right, pursuant to the Company LLC Agreement, to require the Company to provide such access to such Persons; and (b) furnish to ETE and its SubsidiariesRepresentatives such financial operating data and other information relating to ETC III, ETC II and the Company as Buyer, through its officers, employees or agents, such Persons may reasonably request, solely to the extent that ETP either (i) possesses such financial and operating data and other information and has the right, pursuant to the Company LLC Agreement, to furnish such financial and operating data and other information to such Persons or (ii) has the right, pursuant to the Company LLC Agreement, to require the Company to furnish such financial and operating data and other information to such Persons. In exercising its rights hereunder, Buyer Any investigation pursuant to this Section 5.3 shall conduct itself so be conducted in such manner as not to interfere in with the conduct of the business of ETP, ETC III, ETC II, or the Company and its Subsidiaries prior Company. Notwithstanding the foregoing, ETE shall not be entitled to Closing. Buyer acknowledges and agrees that perform any contact by Buyer and its agents and representatives with officersintrusive or subsurface investigation or other sampling of, employees, customers on or agents under any of the properties of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives without the prior written consent of Seller, unless Seller otherwise expressly consents with respect to any specific contactETP. Notwithstanding anything the foregoing provisions of this Section 5.3, ETP shall not be required to, or to the contrary set forth in this Agreementcause ETC III, neither Seller nor any of its Affiliates (including ETC II, or the Company and its Subsidiaries) shall be required to, grant access or furnish information to disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller ETE or any of its Affiliates (including Representatives to the Company extent that such information is subject to an attorney/client or attorney work product privilege or that such access or the furnishing of such information is prohibited by Law or an existing Contract. To the extent practicable, ETP shall make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. To the fullest extent permitted by Law, ETP and its SubsidiariesRepresentatives and Affiliates shall (1) is a party not be responsible or is subject liable to ETE for personal injuries sustained by ETE’s Representatives in connection with the access provided pursuant to this Section 5.3 and (2) shall be indemnified and held harmless by ETE for any losses suffered by any such Persons in connection with any such personal injuries; provided such personal injuries are not caused by the gross negligence or which it believes in good faith could result in a loss willful misconduct of the ability ETP. The Regency Parties and their respective counsel, financial advisors, auditors and other authorized representatives shall be deemed to successfully assert a claim be Representatives of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return ETP for all purposes of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and its Subsidiariesthis Section 5.3.

Access to Information. (a) Subject to Section 4.4 hereof, From and after the Original Agreement Date until the earlier of the Closing Date or the termination of this AgreementAgreement in accordance with its terms, Seller upon reasonable advance notice, and subject to restrictions contained in the confidentiality agreements to which the Group Companies are subject, the Company shall cause provide to Parent and its authorized representatives reasonable access to all books and records of the Group Companies and all officers, directors, employees and other agents to afford personnel of the officersGroup Companies, directorsin each case, employees and other agents of Buyer reasonable access during normal business hours (in a manner so as to not interfere with the officersnormal business operations of any Group Company). From and after the date immediately following the expiration or termination of the waiting period under the HSR Act (or any other Antitrust Law), directors, employees, agents, properties, offices (a) the Company shall permit a limited number of authorized representatives of Parent to attend any and other facilities all meetings of the Company 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, 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 Group 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) solely to the extent permitted by applicable Law, Parent and its Subsidiaries authorized representatives shall be permitted to offer advice and their books and records, and shall furnish Buyer with such financial, operating and other data and information with respect guidance to the Company and its SubsidiariesGroup 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 shall be treated as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not confidential information pursuant to interfere in the conduct terms of the business Confidentiality Agreement, the provisions of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact which are by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contactthis reference hereby incorporated herein. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall not be required to disclose any information to Buyer or any agent or representative thereof any Parent (i) information (A) except as already provided including pursuant to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (BSection 6.1) if doing so could violate such disclosure would be reasonably likely to (x) jeopardize any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privilegesor other legal privilege, (y) contravene any applicable Laws or (iiz) consolidatedbreach any confidentiality obligations of the Group Companies under contracts with third parties; provided, combinedhowever, unitary or similar Tax Return of which Seller or any of its Affiliates (other than that the Company or any shall notify Parent in writing with a general description of its Subsidiaries) is the common parent or any other information relating each item not disclosed pursuant to Taxes or Tax Returns other than information relating solely to the Company and its Subsidiariesthis clause.

Access to Information. (a) Subject to Section 4.4 hereofthe terms of the Confidentiality Agreement, until during the period commencing upon the execution and delivery of this Agreement and terminating upon the earlier to occur of the Closing or and the termination of this AgreementAgreement pursuant to and in accordance with Section 9.1, Seller upon reasonable notice and during normal business hours, the Company and its Subsidiaries shall, and shall cause its the officers, directorsemployees, employees auditors and other agents to of the Company and such Subsidiaries to, (a) afford the officers, directors, employees and other agents and representatives of Buyer reasonable access during normal business hours to the officers, directors, employees, agentsoffices, properties, offices books and other facilities records of the Company and its Subsidiaries and their books and records, and shall (b) furnish Buyer with such financial, operating and other data and information with respect to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct of the business of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officersof Buyer such additional financial and operating data and other information regarding the assets, employees, customers or agents of the Company properties and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business Subsidiaries as Buyer may from time to time reasonably request in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law order to which Seller or any of assist Buyer in fulfilling its Affiliates (including obligations under this Agreement and to facilitate the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss consummation of the ability transactions contemplated by this Agreement; provided, however, (i) any such access shall be conducted in such a manner as not to successfully assert a claim interfere with the operation of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than business conducted by the Company or any of its Subsidiaries; (ii) is any intrusive environmental testing or sampling sought to be performed on any Owned Real Property or Leased Real Property (including any tests that involve drilling, excavation, or the common parent collection of samples of soils, groundwater, surface water, drinking water, building materials or other environmental media) shall require the prior written consent of the Company (such consent not to be unreasonably conditioned, withheld or delayed); (iii) Buyer or any of its representatives shall not contact or have any discussions with any of the landlords/sub-landlords, tenants/subtenants, customers, distributors, licensors, suppliers or other material business relations of the Company or its Subsidiaries without the prior written consent of the Company (such consent not to be unreasonably conditioned, withheld or delayed); (iv) Buyer shall be responsible for any material damage to any Owned Real Property, Leased Real Property and any other assets or property of the Company or its Subsidiaries caused by Buyer or any of its Affiliates or representatives; and (v) the Company shall not be required to (or cause any Company Subsidiary to) so confer, afford such access or furnish such copies or other information relating to Taxes or Tax Returns other than information relating solely to the extent that doing so would result in the breach of any confidentiality or similar agreement to which the Company and any of its SubsidiariesSubsidiaries is a party or the loss of attorney-client privilege (provided that the Company shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in a breach of such agreement or a loss of attorney-client privilege).

Access to Information. (a) Subject to Section 4.4 hereof, From the date hereof until the earlier of the Closing Effective Time (or the termination of this Agreement), Seller the Company shall cause give Parent, its officerscounsel, directorsfinancial advisors, employees auditors and other agents to afford the officers, directors, employees and other agents of Buyer authorized Representatives full access at reasonable access during normal business hours times to the officers, directors, employees, agentsoffices, properties, offices and other facilities of the Company and its Subsidiaries and their permits, files, books and records, and shall furnish Buyer with such financial, operating and other data and information with respect to records of the Company and its Subsidiaries, will furnish to Parent, its counsel, financial advisors, auditors and other authorized Representatives such financial and operating data and other information as Buyer, through its officers, employees or agents, such Persons may reasonably request. In exercising request and will instruct the Company's employees, counsel and financial advisors to cooperate with Parent in its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct investigation of the operations, business and/or properties of the Company and its Subsidiaries prior Subsidiaries, including in connection with any environmental assessment or assessments (which may include visual and physical inspections and testing); provided that no investigation pursuant to Closing. Buyer acknowledges and agrees that this Section shall affect any contact representation or warranty given by Buyer and its agents and representatives with officers, employees, customers or agents of the Company to Parent hereunder and its Subsidiaries hereunder nothing herein shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than require the Company or any of its Subsidiaries) is the common parent Subsidiaries to disclose any information that would cause a violation of law or any other confidentiality agreement in effect as of the date of this Agreement. All nonpublic information relating to Taxes provided to, or Tax Returns other than information relating solely obtained by, Parent in connection with the transactions contemplated hereby shall be "Evaluation Material" for purposes of the Confidentiality Agreement previously executed by or on behalf of Parent and the Company (the "Confidentiality Agreement"); provided, however, that notwithstanding anything to the contrary contained in the Confidentiality Agreement or this Agreement, nothing shall prohibit Parent or Merger Subsidiary from including, after prior consultation with the Company or its Representatives, in the Schedule TO, the Offer to Purchase, the other Tender Offer Documents or the Proxy Statement, any information that is required by law to be disclosed therein in connection with the purchase of Shares or the solicitation of proxies in connection with the Offer and its Subsidiariesthe Merger, respectively.

Access to Information. (a) Subject to Section 4.4 hereof, From the date hereof until the earlier of the Closing or the termination of this AgreementAgreement in accordance with Article VIII and subject to compliance with all applicable Antitrust Laws, Seller shall cause shall: (a) afford Buyer and its officers, directors, employees and other agents to afford the officers, directors, employees and other agents of Buyer Representatives reasonable access during normal business hours to and the officers, directors, employees, agentsright to inspect all of the Leased Real Property, properties, offices assets, premises, Books and Records, Assigned Contracts and other facilities of documents and data exclusively related to the Company Business; and (b) furnish Buyer and its Subsidiaries and their books and records, and shall furnish Buyer Representatives with such financial, operating and other data and information with respect exclusively related to the Company and Business as Buyer or any of its Subsidiaries, as Buyer, through its officers, employees or agents, Representatives may reasonably request. In exercising its rights hereunder; provided that any such access shall be limited to normal business hours upon reasonable advance notice to Seller, Buyer shall conduct itself so under the supervision of Seller’s personnel and in such a manner as not to interfere in with the conduct of the business Business or any other businesses of Seller. All requests by Buyer for access pursuant to this Section 6.02 shall be submitted or directed exclusively to such individual as Seller shall designate in writing from time to time. In furtherance of the Company foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and its Subsidiaries prior (ii) supplement or amend (by written notice to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents Buyer) Section 2.01(a) of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents Disclosure Schedules with respect to any specific contactmatter arising or discovered after the date of this Agreement that, if existing, occurring or known at or prior to the date of this Agreement, should have been set forth or described in such Section 2.01(a) of the Seller Disclosure Schedules; provided that the obligation to provide such list of Trade Programs or to supplement or amend Section 2.01(a) of the Seller Disclosure Schedules shall not be deemed to be a condition to Closing, nor any failure thereof give rise to any breach of any representation, warranty, covenant or agreement by Seller (or any related claim for indemnification). Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall not be required to disclose any information or afford access to Buyer if such disclosure or access would, in Seller’s sole discretion be reasonably likely: (x) result in the disclosure of information that is competitively sensitive in relation to, or constitutes trade secrets of, Seller and its businesses (including the Business); (y) jeopardize any agent attorney-client, attorney work-product or representative thereof other applicable privilege; or (z) contravene any (i) information (A) except as already provided Law, fiduciary duty or Contract to Buyer, relating to any sale or divestiture process conducted by which Seller or its Affiliates for is a party. Prior to the Company or its business or Closing, without the prior written consent of Seller (which may granted Seller’s sole discretion), Buyer shall not contact any suppliers to, or its Affiliates’ (customers of, the Business, and Buyer shall have no right to perform invasive or their representatives’) evaluation subsurface investigations of the Company or Leased Real Property. Buyer shall, and shall cause its business in connection therewithRepresentatives to, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including abide by the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss terms of the ability Confidentiality Agreement with respect to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) any access or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating provided pursuant to Taxes or Tax Returns other than information relating solely to the Company and its Subsidiariesthis Section 6.02.

Access to Information. The parties acknowledge that Buyer and the Company have previously executed a confidentiality agreement, dated as of September 7, 2006 (a) Subject to Section 4.4 hereofthe “Confidentiality Agreement”), until which Confidentiality Agreement shall continue in full force and effect in accordance with its terms, except as expressly waived or modified as provided herein or therein. During the earlier of Pre-Closing Period, the Closing or the termination of this AgreementCompany shall, Seller and shall cause each of its Subsidiaries to, afford to Buyer’s officers, directorsemployees, employees accountants, counsel, and other agents to afford the officersRepresentatives, directorsreasonable access, employees and other agents of Buyer upon reasonable access notice, during normal business hours and in a manner that does not unreasonably disrupt or interfere with business operations, to all of its properties, books, contracts, commitments, management personnel and records as Buyer shall reasonably request, and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to Buyer (x) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the officersrequirements of federal or state securities laws and (y) all other information concerning its business, directorsfinances, employees, agentsoperations, properties, offices assets and other facilities personnel as Buyer may reasonably request, in each case, subject to any restrictions contained in the Confidentiality Agreement; provided that the foregoing shall not require the Company to permit any inspection or disclose any information that, in the reasonable judgment of the Company, would result in the disclosure of any trade secrets of third parties or otherwise privileged information so long as the existence of such trade secrets of third parties or privileged information and the lack of disclosure thereof is identified to Buyer. Without limiting the generality of any of the foregoing, the Company shall promptly provide Buyer with copies of: (i) any written materials or communications sent by or on behalf of the Company and to its Subsidiaries and their books and recordsstockholders; (iii) any notice, and shall furnish Buyer with such financial, operating and document or other data and information with respect communication relating to the Company and its Subsidiaries, as Buyer, through its officers, employees Merger sent by or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct on behalf of the business of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is subsidiaries to any customer, supplier, employee, or other party with whom the common parent Company or any of its subsidiaries has a contractual relationship; provided that a form of such notice, document or other information relating communication shall suffice where such notice, document or other communication is substantially identical but for the addressee; (iv) any notice, report or other document filed with or sent to Taxes or Tax Returns other than information relating solely to any Governmental Entity on behalf of the Company or any of its subsidiaries in connection with the Merger; and (v) any material notice, report or other document received by the Company or any of its Subsidiariessubsidiaries from any Governmental Entity. Buyer will hold, and instruct all such officers, employees, accountants, counsel, and other Representatives to hold, any such information that is nonpublic in confidence in accordance with the Confidentiality Agreement.

Access to Information. (a) Subject to Section 4.4 hereofapplicable Laws, from the date of this Agreement until the earlier Closing, Seller will, and will cause its Subsidiaries to, give Buyer and its Representatives reasonable access to (i) all of the Acquired FH Assets and FH Assets and assets of the Transferred FH Companies and their Closing or Subsidiaries, Real Property, the termination of this Agreement, Seller shall cause its officers, directors, employees Transferred FH Books and other agents Records and to afford the officers, directors, employees and other agents of Buyer reasonable access during normal business hours to the officers, directors, employees, agents, propertiessuch personnel, offices and other facilities and properties of the Company Transferred FH Companies and its their Closing Subsidiaries and their books and records, and shall to furnish such other information in respect of the operation of the FH Business as Buyer with such financial, operating and other data and information with respect to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder; provided, Buyer that all requests for access pursuant to this Section 5.2 shall conduct itself so 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 such access shall be conducted at a reasonable time, upon reasonable advance notice to Seller, and in such a manner as not to interfere in unreasonably with the conduct operation of any business conducted by any Transferred FH Company or its Closing Subsidiaries; provided, further, that any such access or information request shall not involve any Phase 2 environmental assessment or other invasive sampling, investigation or work of any kind. All such information and access shall be subject to the terms and conditions of the business of confidentiality agreement dated May 8, 2017 between Buyer and Seller (the Company “Confidentiality Agreement”). Notwithstanding the foregoing, Seller and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall not be required to disclose to Buyer or provide any agent or representative thereof any such information (i) information as and to the extent it relates to the Excluded Businesses, the Excluded Assets or the Retained Liabilities, (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (Bii) if doing so could violate any Contract or Law to which the Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it Subsidiaries believes in good faith could result that doing so presents a significant risk, based on advice of outside counsel of resulting in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) Privilege or (iiiii) consolidated, combined, unitary or similar Tax Return of which if Seller or any of its Affiliates (other than Subsidiaries, on the Company one hand, and Buyer or any of its Subsidiaries) is , on the common parent or any other information relating to Taxes or Tax Returns hand, are adverse parties in a litigation (other than a litigation with respect to this Agreement) and such information relating solely is reasonably pertinent thereto; provided, further, that, in the case of clause (ii) above, the parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the Company and its Subsidiariesability to successfully assert a claim of Privilege.

Access to Information. From the date of this Agreement until the Effective Time, upon reasonable advanced notice and during normal business hours, the Company shall and shall cause each other Acquired Company to (i) give Parent and its Representatives 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 financial advisors of the Acquired Companies to cooperate with Parent in its investigation of the Acquired Companies; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (a) Subject any Applicable Law requires the Company to Section 4.4 hereofrestrict or otherwise prohibit access to such documents or information, until (b) access to such documents or information would, in the earlier 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 or (c) access to a Contract to which the 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 right terminate or accelerate the rights under, such Contract. In the event that any of the Closing Company or its Subsidiaries does not provide access or information in reliance on the termination preceding sentence, 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 this Agreementthe Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, Seller shall cause its officersbusiness consultants, directorslegal counsel, employees accountants and other agents to afford the officers, directors, employees and other agents of Buyer reasonable access during normal business hours representatives in connection with any investigation conducted pursuant to the officers, directors, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and their books and records, and access contemplated by this Section 6.04. Any investigation pursuant to this Section 6.04 shall furnish Buyer with be conducted in such financial, operating and other data and information with respect to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so manner as not to interfere in unreasonably with the conduct of the business of the Acquired Companies and any access to the property of any Acquired Company must comply with Company’s reasonable security and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that insurance requirements, may not unreasonably interfere with any contact by Buyer and its agents and representatives with officers, employees, customers or agents Acquired Company’s use of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contactproperty. Notwithstanding anything the foregoing, Parent shall not have access to personnel records of the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, Acquired Companies relating to any sale individual performance or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewithrecords, including projections, financial medical histories or other information relating thereto which in the Company’s good-faith opinion is sensitive or (B) if doing so the disclosure of which could violate any Contract or Law to which Seller or any of its Affiliates (including subject the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss to risk of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and its Subsidiariesliability.

Access to Information. From the date hereof until the Closing, Seller shall, and shall cause the Company to: (a) Subject afford Buyer and its Representatives reasonable access to Section 4.4 hereof, until and the earlier right to inspect all of the Closing or the termination of this Agreement, Seller shall cause its officers, directors, employees and other agents to afford the officers, directors, employees and other agents of Buyer reasonable access during normal business hours to the officers, directors, employees, agentsReal Property, properties, offices and other facilities of the Company and its Subsidiaries and their assets, premises, books and records, contracts, agreements and shall other documents and data related to the Company; (b) furnish Buyer and its Representatives with such financial, operating and other data and information with respect related to the Company and as Buyer or any of its Subsidiaries, as Buyer, through its officers, employees or agents, Representatives may reasonably request. In exercising ; and (c) instruct the Representatives of Seller and the Company to cooperate with Buyer in its rights hereunderinvestigation of the Company; provided, Buyer however, that any such investigation shall conduct itself so be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner as not to interfere in with the conduct normal operations of the business of the Company and its Subsidiaries prior to ClosingCompany. Buyer acknowledges and agrees that any contact All requests by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder for access pursuant to this Section 5.02 shall be arranged and supervised by representatives of Seller, unless submitted or directed exclusively to such individuals as Seller otherwise expressly consents with respect may designate in writing from time to any specific contacttime. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose any information to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyerif such disclosure would, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or in Seller’s or its Affiliates’ sole discretion: (or their representatives’w) evaluation of the Company or its business in connection therewithcause significant competitive harm to Seller, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiariestheir respective businesses if the transactions contemplated by this Agreement are not consummated; (x) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the jeopardize any attorney-client and work product privilegesor other privilege; (y) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement; or (iiz) consolidatedreveal bids received from third parties in connection with transactions similar to those contemplated by this Agreement and any information and analysis (including financial analysis) relating to such bids. Prior to the Closing, combinedwithout the prior written consent of Seller, unitary which may be withheld for any reason, Buyer shall not contact any suppliers to, or similar Tax Return of which Seller or any of its Affiliates (other than customers of, the Company and Buyer shall have no right to perform invasive, destructive or any subsurface investigations of its Subsidiaries) is the common parent Company’s properties or any other environmental sampling (such as indoor air sampling). Buyer shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information relating provided pursuant to Taxes or Tax Returns other than information relating solely to the Company and its Subsidiariesthis Section 5.02.

Access to Information. (a) Subject to Section 4.4 hereofUpon reasonable notice, until the earlier Company shall (and shall cause each of the Closing or Subsidiaries to) afford to officers, employees, counsel, accountants, financing sources and other authorized repre- sentatives of the termination of Buyer ("Representatives"), in order to evaluate the transactions contemplated by this Agreement, Seller shall cause its officersreasonable access, directors, employees and other agents to afford the officers, directors, employees and other agents of Buyer reasonable access during normal business hours throughout the period prior to the Closing Date, to its officers, directors, employees, accountants and other advisors and agents, properties, offices books, records and other facilities Contracts and, during such period, it shall (and shall cause each of the Company and its Subsidiaries and their books and records, and shall to) furnish Buyer with promptly to such Representatives all financial, operating and other data and other information concerning its business, properties and personnel as may reasonably be requested. (b) Buyer agrees that it will, and will cause its Repre- sentatives to, use any information obtained pursuant to this Section only in connection with the consummation of the transactions contem- plated by this Agreement. (c) The Confidentiality Agreement shall apply with respect to Information, as defined therein, furnished to the Representatives pursuant to this Section. (d) As reasonably requested by Buyer, Parent shall cause Company to provide Buyer with (i) a list of all affiliated groups within the meaning of Section 1504(a) of the Code of which the Company or the Subsidiaries have been a member and of which Parent was not the common parent corporation, (ii) a list of all Tax allocation or Tax sharing agreements to which the Company and the Subsidiaries is a party with any Person and any agreements that provide for the Company and the Subsidiaries to indemnify any Person with respect to Taxes, (iii) a list of the federal, state and foreign income Tax Returns and other Tax Returns which are material and that were filed by the Company and each of the Subsidiaries during the three year period ending on the date of the latest balance sheet included with the Financial Statements indicating periods for which such Tax Returns were filed that are closed under applicable statutes of limitation, and (iv) copies of all United States federal pro forma consolidated income Tax Return information of the Company and the Subsidiaries and all material, state, local, and foreign income or franchise Tax Returns of the Company and the Subsidiaries (including only the relevant portions of Parent's Tax Returns that relate solely to the Company and its the Subsidiaries) for all Tax periods ending on or after the date which is three years prior to the Closing Date. (e) Prior to September 1, as Buyer1998, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct of the business of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose provide to Buyer or any agent or representative thereof any (i) information (A) except as already a list of all material services provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller Subsidiary by Parent or any Affiliate of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates Parent (other than the Company or any of its SubsidiariesSubsidiary) is the common parent or pursuant to Contracts between Parent or any other information relating to Taxes or Tax Returns Affiliate of Parent (other than information relating solely the Company or any Subsidiary) and third parties. If requested by Buyer, Parent shall enter into an amendment to the Company Separation Agreement to provide, to the extent feasible and its Subsidiaries.not otherwise prohibited by Law, for the continuation for a reasonable period subsequent to the Closing of any services included on such list, any such services to be provided on commercially reasonable terms. 5.3

Access to Information. (a) Subject to Section 4.4 hereof, From the date hereof until the earlier of the Closing Date or the termination of date this AgreementAgreement terminates in accordance with Article XI, Seller the Company shall, and shall cause each of its officersSubsidiaries to (a) give the Buyer, directorsits counsel, employees financial advisors, auditors and other agents to afford representatives, at the officerssole expense of the Buyer, directors, employees and other agents of Buyer reasonable access during normal business hours to the officers, directors, employees, agentsoffices, properties, offices books and other facilities records of the Company and its Subsidiaries and their books and recordsSubsidiaries; (b) furnish to the Buyer, and shall furnish Buyer with such financialits counsel, operating financial advisors, auditors and other data and representatives such information with respect relating to the Company or any of its Subsidiaries as may be reasonably requested, including such information as is necessary for the Buyer to comply with GAAP in respect of the Purchased Interests (including information necessary to determine the value of any intangibles of the Company); and (c) instruct the employees, counsel, accountants and other advisors of the Company or any of its Subsidiaries, as Buyer, through Subsidiaries to cooperate with the Buyer in its officers, employees or agents, may reasonably request. In exercising investigation of the Company and any of its rights hereunder, Buyer Subsidiaries provided that any such access and review shall conduct itself so be granted and conducted in such manner as not to interfere in unreasonably with the conduct of the business of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contactCompany. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller the Sellers nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose any information to the Buyer or any agent its counsel, advisors or representative thereof any representatives if doing so would in the written opinion of outside counsel to the Sellers delivered to the Buyer (i) information (A) except as already provided violate any agreement or Law to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for which the Sellers the Company or its business Subsidiaries is a party or Seller’s or its Affiliates’ (or their representatives’) evaluation of to which Sellers, the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or Subsidiaries is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary result in the waiver of any legal privilege or similar Tax Return work product protection of which Seller the Sellers or any of its Affiliates (other than their Affiliates. Any information provided pursuant to this Section 7.3 shall be subject to the Company or any terms of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to Confidentiality Agreement, dated September 19, 2011, between the Company and its SubsidiariesBuyer (the “Confidentiality Agreement”). The Confidentiality Agreement shall terminate automatically, without any action by any party, upon the Closing.

Access to Information. (a) Subject to Section 4.4 hereof, until Between the earlier date of this Agreement and the Closing or Date, the termination of this AgreementInitial Members shall, Seller and shall cause the Company to, provide Purchaser and its officers, directors, employees and other agents to afford the officers, directors, employees and other agents of Buyer reasonable Representatives full access during normal business hours to the officers, directors, employees, agentsall personnel, properties, offices customers, Books and Records, Corporate Records, Contracts, Permits and other facilities documents of or relating to the Company to make such investigation as shall reasonably be deemed desirable; provided that access to customers and employees shall be subject to the prior written consent of the Company, such consent not to be unreasonably withheld or delayed. The Initial Members shall furnish or cause to be furnished to Purchaser and its Representatives all data and information concerning the Company and its Subsidiaries business, assets and their books properties as may reasonably be requested, including access to officers and recordsemployees and representatives of the Company. Notwithstanding any such investigation, whether occurring before or after the date of this Agreement, Purchaser has the unqualified right to rely upon, and shall furnish Buyer with such financialhas relied upon, operating each of the representations, warranties and other data and information with respect covenants made by the Initial Members in this Agreement, subject to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere disclosures in the conduct Disclosure Schedules, and no such investigation performed or information received by Purchaser or its Representatives shall affect in any way the Liability of the business of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents Initial Members with respect to any specific contactrepresentations, warranties or covenants contained herein. Notwithstanding anything to Without limiting the contrary 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 way limit the Initial Members’ Liability for any breach of any representation or warranty set forth in this Agreement, neither Seller nor any . For the avoidance of its Affiliates (including the Company and its Subsidiaries) doubt all such access shall be required subject to disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitationConfidentiality Agreement, the attorney-client terms and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return conditions of which Seller or any survive the execution and delivery of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and its Subsidiariesthis Agreement.

Access to Information. (a) Subject to the provisions of Section 4.4 hereof3.4, until from the earlier date hereof to the Effective Time, each of Marshalltown and the Closing or the termination of this AgreementMarshalltown Subsidiaries will, Seller shall cause its and their respective directors, officers, directorsemployees, employees agents and other agents to representatives will, afford the officers, directorsemployees, employees agents and other agents representatives of Buyer HMN reasonable access during normal business hours at all reasonable times to the officers, directors, employees, agentsrepresentatives, properties, offices and other facilities of the Company and its Subsidiaries and their books and recordsrecords of Marshalltown and the Marshalltown Subsidiaries, and shall to the books and records of any predecessors thereof in the possession of Marshalltown or the Marshalltown Subsidiaries, and will furnish Buyer with such to HMN all financial, operating and other data and information with respect to as HMN and the Company and its HMN Subsidiaries, as Buyer, through its officers, employees or agentsrepresentatives, may reasonably request. In exercising its rights hereunderFrom the date hereof to the Effective Time, Buyer Marshalltown and the Bank shall conduct itself so promptly furnish HMN with copies of all monthly and other interim financial statements and other information, including information disseminated to the Marshalltown Board, as not to interfere the same become available. Marshalltown shall promptly notify HMN of any material change in the conduct business or operations of Marshalltown or the Bank and of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving Marshalltown or the Bank. Two representatives of HMN shall attend all meetings of the business Marshalltown Board and committees thereof (except meetings of the Company Marshalltown Board relating to the Merger and the transactions contemplated hereby) and of each of its Subsidiaries subsidiaries conducted prior to Closing. Buyer acknowledges the Effective Time, and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents give HMN reasonable advance notice of the Company date, time and its Subsidiaries hereunder shall be arranged place of any such regularly scheduled meetings and supervised by representatives special meetings of Seller, unless Seller otherwise expressly consents with respect to the entire Board of Directors of any specific contactsuch entity. Notwithstanding anything to the contrary set forth in this AgreementSection 3.5(a), neither Seller nor any of its Affiliates (including the Company and its Subsidiariesnothing in this Section 3.5(a) shall be required require Marshalltown to disclose provide access to Buyer or copies of any agent or representative thereof any (i) information (A) except as already provided to BuyerHMN, relating pursuant to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewiththis Section 3.5(a), including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could such access would result in a loss the violation of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and its Subsidiariesprivilege afforded such information.

Access to Information. (a) Subject to Section 4.4 hereof, From the date of the Original Agreement until the earlier of the Closing or the termination of this AgreementClosing, Seller upon reasonable notice, Sellers shall and shall cause its officers, directors, employees and other agents to afford the officers, directors, employees and other agents of Buyer reasonable access during normal business hours to the their respective officers, directors, employees, agents, propertiesrepresentatives, offices accountants and counsel to (i) afford Buyer and its authorized representatives reasonable access to the offices, 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 facilities of information regarding the Company and its Subsidiaries and their books and records, and shall furnish Business (or copies thereof) as Buyer with such financial, operating and other data and information with respect may from time to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may time reasonably request. In exercising its rights hereunder, Buyer in each case, solely for purposes of Buyer’s integration planning; provided, however, that any such access or furnishing of information shall conduct itself so be conducted at Buyer’s expense, during normal business hours, under the supervision of Sellers’ personnel, in such a manner as not to interfere in with the conduct normal operations of the business Business and may be limited to the extent such access, in light of COVID-19 or COVID-19 Measures, would jeopardize the Company health and its Subsidiaries prior to Closingsafety of any of their respective employees or other Representatives. Buyer acknowledges and agrees that any contact No investigation by Buyer and its agents and representatives with officersor other information received by Buyer shall operate as a waiver or otherwise affect any representation, employees, customers warranty or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised agreement given or made by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contactSellers in this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) Sellers shall not be required to disclose any information to Buyer or any agent or representative thereof any if such disclosure would, in Sellers’ sole discretion, (i) information cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date of the Original Agreement. Notwithstanding the foregoing, (A) except as already provided Buyer shall not have access to Buyer(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 real property owned or leased by Sellers for purposes of conducting any invasive or intrusive environmental sampling or testing or (z) any information to the extent relating to any sale Excluded Asset, Excluded Liability or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (any Tax Return of Sellers or their representatives’) evaluation of Affiliates that do not relate to the Company or its business in connection therewith, including projections, financial or other information relating thereto or Business and (B) if doing so could violate Sellers shall have the right to withhold any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than the sale process of the Business and information and analysis relating solely thereto. Buyer shall hold in confidence all information so obtained in accordance with the Confidentiality Agreement. In connection with Buyer, its Affiliates and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any damage to the Company and its Subsidiariesproperties, assets or offices of Sellers.

Access to Information. (a) Subject to Section 4.4 hereof, until From the earlier of the Closing or the termination date of this Agreement, Seller shall cause its officers, directors, employees and other agents to afford the officers, directors, employees and other agents of Buyer reasonable access during normal business hours to the officers, directors, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and their books and records, and shall furnish Buyer with such financial, operating and other data and information Agreement until (x) with respect to the Company Companies other than ALS Financing, the First Closing Date and (y) with respect to ALS Financing, the Second Closing Date, upon reasonable prior written notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege), contractual confidentiality obligations and privacy rights of residents, Seller shall, and shall cause each of the Companies and each such Person's respective Representatives to: (i) afford the Representatives of Acquiror reasonable access to the offices, properties, books and records of the Companies; (ii) furnish to the Representatives of Acquiror such additional financial and operating data and other information regarding the Companies' businesses conducted by them as Acquiror may from time to time reasonably request; and (iii) afford the Representatives of Acquiror and its Subsidiaries, as Buyer, through its officers, Affiliates reasonable access to the employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere of Seller and their Affiliates in the conduct respect of the business Companies (and the businesses conducted by the Companies) and use their reasonable commercial efforts (without any requirement of Seller and the Companies or any of their respective Representatives to incur any expense to a third party) to make available to the Representatives of Acquiror and its Affiliates the employees of third party outsourcing companies who provide services to, and are located on the premises of, the Companies, in each case, whose assistance and expertise is necessary to assist Acquiror in connection with Acquiror's preparation to integrate the Companies and their businesses and personnel into Acquiror's organization following the applicable Closing; provided, however, that such investigation shall be on a basis and follow procedures that the parties shall mutually agree, and shall not unreasonably interfere with any of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers businesses or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives operations of Seller, the Companies or any of their respective Affiliates; and provided, further, that the auditors and accountants of Seller, the Companies or any of their respective Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so reasonably requested by Seller otherwise expressly consents or any of the Companies, Acquiror shall enter into a customary joint defense agreement with any one or more of Seller and the Companies with respect to any specific contact. Notwithstanding anything information to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating Acquiror pursuant to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and its Subsidiariesthis Section 5.02(a).

Access to Information. (a) Subject to Section 4.4 hereof, until From the earlier of date hereof through the Closing or Date, upon reasonable notice and subject to any limitations imposed by applicable Law, the termination of this AgreementCompany shall afford to Buyer and its Representatives access, Seller shall cause its officers, directors, employees and other agents to afford the officers, directors, employees and other agents of Buyer reasonable access during normal business hours hours, to the officers, directors, employees, agentsall its personnel, properties, offices books, contracts, commitments and records and all other facilities information concerning its business, assets, personnel and Tax status as Buyer may request; provided that Buyer and its Representatives will not disrupt the operations or activities of the Company, and if applicable Law limits such access, the Parties will cooperate in good faith to establish an alternative mechanism to provide the information that Buyer desires to obtain in connection with such access. Notwithstanding the foregoing, (i) nothing herein will require any employee or Representative of the Company and its Subsidiaries and their books and recordsSeller, and shall furnish Buyer with such financial, operating and other data and information with respect to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not their respective Affiliates to interfere in provide any information regarding the conduct of the business Business of the Company and its Subsidiaries prior in any other format or otherwise to Closing. Buyer acknowledges and agrees that manipulate or reconfigure any contact by Buyer and its agents and representatives with officers, employees, customers or agents data regarding the Business of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of SellerCompany, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including ii) nothing herein will require the Company and its Subsidiaries) shall be required or their Affiliates to disclose to provide Buyer or any agent its Representatives with access to or representative thereof any (i) information copies of (A) except as already provided any information subject to Buyerattorney-client or attorney work product privilege or any similar protection, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so any information the disclosure of which could reasonably be expected to violate any applicable Law or the terms of any Contract or result in the loss of protectable interests in trade secrets (provided that Company Seller will use commercially reasonable efforts to provide such information in a manner that does not violate such Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss accordance with such Contract), (C) any Tax Returns of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Company Seller or any of its Affiliates (other than the Company or to the extent related to the Company) and (D) any of its Subsidiaries) is the common parent or any other information relating to Taxes the sale process, bids received from other Persons in connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids; and (iii) nothing contained herein will permit Buyer to conduct any intrusive or Tax Returns invasive environmental sampling (including any soil, sediment and groundwater sampling) without Company Seller’s consent (which may be withheld in Company Seller’s sole discretion). All requests for access will be made to such Representatives of Company Seller as Company Seller will designate, who will be solely responsible for coordinating all such requests and access thereunder. Notwithstanding the foregoing, prior to Closing, Buyer and Buyer’s Representatives shall not contact or in any other than information relating solely to manner communicate with customers (including clients) or suppliers of the Company in connection with the transactions contemplated by this Agreement without Company Seller’s consent (not to be unreasonably withheld, conditioned or delayed) and its Subsidiariesparticipation in such contact or communication.

Access to Information. (a) Subject to Section 4.4 hereof, From the date hereof until the earlier of Closing Date, upon reasonable prior notice (or, with respect to access to employees, as may otherwise be agreed to by the Closing or parties), the termination of this AgreementSeller and the Parent shall, Seller and shall cause its officers, directors, employees and other agents to afford the officers, directors, employees and other agents of Buyer reasonable access during normal business hours to the officers, directors, employees, agents, properties, offices and other facilities each of the Company and its the Transferred Subsidiaries and their books and recordsany such Person’s respective Representatives to, and shall furnish Buyer with such financial, operating and other data and information with respect to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct of the business of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) afford the Acquiror and the Representatives of the Acquiror reasonable access, during normal business hours, to the offices, properties, books, data, files, information, records and employees of the Seller, the Parent and their respective Affiliates in respect of the Company, the Transferred Subsidiaries and the Business, (ii) furnish to the Representatives of the Acquiror such additional financial data, investment activity reports and other information (A) except regarding the Company, the Transferred Subsidiaries and the Business and their personnel as already provided to Buyer, relating to any sale or divestiture process conducted by Seller the Acquiror or its Affiliates for Representatives may from time to time reasonably request and (iii) reasonably cooperate with, and assist, the Acquiror and the Representatives of the Acquiror in connection with the actions contemplated in Section 7.01 of this Agreement and with the Acquiror’s preparation to integrate the 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 its business or Seller’s or its Affiliates’ (or their representatives’) evaluation any of the Company Transferred Subsidiaries, or its business in connection therewithany such Person’s respective Representatives, including projections, financial to disclose any information to the Acquiror or other information relating thereto the Representatives of the Acquiror or (B) if doing so could violate take any action that would cause a violation of any Contract or Law to which Seller the disclosing party or any of its Affiliates (including 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 cause the Company and its the Transferred Subsidiaries) is , 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 party customary joint defense agreement with any one or is subject or which it believes in good faith could result in a loss more of the ability Seller, the Parent, the Company and the Transferred Subsidiaries with respect to successfully assert a claim 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 Affiliates, in cash, promptly for any reasonable and necessary third party out-of-pocket expenses incurred by the Seller and its Affiliates and any such Person’s Representatives in complying with any request by or on behalf of privilege the Acquiror or its Representatives in connection with this Section 6.03(a). The Acquiror shall indemnify and hold harmless the 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 Acquiror’s use, storage or handling of (A) any personally identifiable information relating to 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 without limitation, the attorney-client and work product privilegesprivacy Laws) or (ii) consolidated, combined, unitary or similar Tax Return of Contract and to which Seller the Acquiror or any of its Affiliates (other than or Representatives is afforded access pursuant to the Company or any terms of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating this Agreement, solely to the Company and its Subsidiariesextent any such Losses are the result of the Acquiror’s actions or omissions.

Access to Information. (a) Subject to Section 4.4 hereof, From the date hereof until the earlier 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 shall cause each of the Closing or Sellers, the termination of this AgreementCompanies and the Transferred Subsidiaries and any such Person’s respective Representatives to, Seller shall cause its officers, directors, employees and other agents to (i) afford the officersAcquiror and the Representatives of the Acquiror timely and reasonable access, directors, employees and other agents of Buyer reasonable access during normal business hours hours, to the officers, directors, employees, agentsoffices, properties, offices books, data, files, information, records and employees of the Parent, the Sellers and their respective Affiliates in respect of the Companies, the Transferred Subsidiaries and the Business, (ii) furnish to the Representatives of the Acquiror such additional financial data, investment activity reports and other facilities 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 (iii) reasonably cooperate with, and assist, the Acquiror and the Representatives of the Company and its Acquiror in connection with the Acquiror’s preparation to integrate the Companies, the Transferred Subsidiaries and the Business and their books and records, and shall furnish Buyer with such financial, operating and other data and information with respect personnel into the Acquiror’s organization following the Closing to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct of the business of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that extent any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Sellersuch Person’s or its Affiliatessuch Person’s respective Representatives’ (or their representatives’) evaluation of the Company or its business assistance and expertise is reasonably requested in connection therewith; provided, including projectionshowever, financial that nothing herein shall require the Parent, any of the Sellers, any of the Companies or other any of the Transferred Subsidiaries, or any of such Person’s respective Representatives, to disclose any information relating thereto to the Acquiror or (B) if doing so could violate the Representatives of the Acquiror or take any action that would cause a violation of any Contract or Law to which Seller 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 Seller, 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 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 independent accountants in connection with such access. If so reasonably requested by the Parent, the Acquiror shall enter into a customary joint defense agreement, in form and substance reasonably acceptable to the 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 Acquiror pursuant to this Section 5.02(a). Any information provided pursuant to this Section 5.02(a) shall be subject to the Confidentiality Agreement. The Acquiror shall reimburse the Parent and its Affiliates, in cash, promptly for any reasonable and necessary third party out-of-pocket expenses incurred by the Parent and its Affiliates and any such Person’s Representatives in complying with any request by or on behalf of the Acquiror or its Representatives in connection with this Section 5.02(a). The Acquiror shall indemnify and hold harmless the Parent, and its Affiliates from and against any Losses that may be incurred by any of them arising out of or related to the Acquiror’s use, storage or handling of (A) any personally identifiable information relating to 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 the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privilegesprivacy Laws) or (ii) consolidated, combined, unitary or similar Tax Return of Contract and to which Seller the Acquiror or any of its Affiliates (other than or Representatives is afforded access pursuant to the Company or any terms of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating this Agreement, solely to the Company extent any such Losses are the result of the Acquiror’s actions or omissions. From the date hereof until the Closing Date, Parent shall, and its Subsidiariesshall cause each of the Sellers, the Companies and the Transferred Subsidiaries to, deliver to the 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 reports or financial statements.

Access to Information. (a) Subject to Section 4.4 hereof5.6 and applicable Law, until prior to the earlier of the Closing or Date and the termination date on which this Agreement is terminated pursuant to ARTICLE VII, upon reasonable prior written notice by Buyer and solely for purposes of the consummation of the transactions contemplated by this Agreement, Seller shall cause its officers, directors, employees afford Buyer and other agents to afford the officers, directors, employees and other agents of Buyer Buyer’s Representatives reasonable access during normal business hours to the officers, directors, employees, agents, properties, offices and other facilities (including the Rolling Mill Real Property) and the books and records of the Company (including, for the avoidance of doubt, by maintaining Buyer’s and its Subsidiaries Representatives’ access to the Project Knight online data room), Seller and their books and recordsthe Rolling Mill Affiliates (solely with respect to the Rolling Mill Business), and shall furnish Buyer Buyer, at Buyer’s expense, with such existing financial, operating and other data and information with respect to the Company and its SubsidiariesRolling Mill Business, as Buyer, through its officers, employees or agents, Buyer may reasonably requestrequest in writing. In exercising its rights hereunder, Buyer shall conduct itself so as not to unreasonably interfere in the conduct of the business of the Company and its Subsidiaries Rolling Mill Business prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives Representatives with officers, employees, customers employees or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents in writing with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its SubsidiariesCompany) shall be required to disclose to Buyer or any agent or representative Representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could reasonably be expected to (A) violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its SubsidiariesCompany) is a party or is subject or which it believes in good faith could subject, (B) result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges), (C) upon a written opinion of counsel, result in the disclosure of any competitively sensitive information of Seller or of any of its Affiliates unrelated to the Rolling Mill Business or that would violate any Law or (D) breach a confidentiality or other obligation to a Third Party and (ii) consolidated, combined, affiliated or unitary or similar Tax Return of which includes Seller or any of its Affiliates (other than the Company or any Tax-related work papers, except, in each case, for materials that relate solely to the Company, the Rolling Mill Business or the Rolling Mill Assets. Notwithstanding the foregoing, prior to the Closing, Buyer shall have no right to perform or conduct any environmental sampling or other invasive environmental investigation on or about any portion of its Subsidiaries) is the common parent Rolling Mill Real Property (or any other information relating real property) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). It is further agreed that, subject to Taxes or Tax Returns other than information relating solely Section 5.16(b), prior to the Company Closing, Buyer shall not (and shall cause its SubsidiariesRepresentatives not to) contact any of the employees, customers, distributors, vendors or suppliers of Seller or its Affiliates (including the Company) in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Prior to the Closing, Buyer shall not (and shall cause its Representatives not to) use any information obtained pursuant to this Section 5.7 for any purpose unrelated to the transactions contemplated by this Agreement. Promptly following the Closing, Seller shall deliver to Buyer a CD, USB flash drive or similar electronic media containing the contents of the online data room as of the date hereof and any additional content uploaded prior to Closing.

Access to Information. (a) Subject to Section 4.4 hereof, From and after the date of the Closing of and until the earlier seventh anniversary of the date of the Closing, in connection with any reasonable purpose relating to the operation of Seller’s or Group’s respective business prior to the date of the Closing or the termination ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any legal or administrative action to which Seller or Group may become subject that relate to periods prior to the date of the Closing) or the rights or obligations of Seller or Group or any of their respective Affiliates under this AgreementAgreement or any of the Related Agreements, and except as determined in good faith to be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller shall cause its officersand Group and their respective representatives to have reasonable access, directors, employees upon reasonable notice and other agents to afford the officers, directors, employees and other agents of Buyer reasonable access during normal business hours to the officershours, directors, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and their books and records, and shall furnish Buyer with such financial, operating and other data and information with respect to the Company and all relevant books, records and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its Subsidiariesbusiness. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as Buyerwitnesses in hearings or trials; provided, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as that the foregoing does not to interfere in the conduct of unreasonably disrupt the business of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contactCompany. Notwithstanding anything herein to the contrary set forth in this Agreementcontrary, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall not be required to disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (Group or their representatives’) evaluation of respective representatives any confidential or proprietary information not relating primarily to the Company purposes set forth above or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which permit Seller or any Group or their respective representatives to copy or remove from the properties or offices of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent Affiliates any confidential or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and its Subsidiariesproprietary information.

Access to Information. (a) Subject to Section 4.4 hereofthe Confidentiality Agreement and applicable Law (including Antitrust Laws) relating to the sharing of information, until the earlier of prior to the Closing or Date, upon reasonable notice to the termination of this AgreementCompany, Seller the Company shall, and shall cause its Subsidiaries to, afford to Parent, upon its reasonable request, through Parent’s officers, directors, employees and other agents representatives, reasonable access to afford the officersproperties (including the Real Property), directorsbusinesses and operations and to all books, employees records, contracts and other agents of Buyer reasonable access during normal business hours to the officers, directors, employees, agents, properties, offices and other facilities assets of the Company and its Subsidiaries (including, for the avoidance of doubt, the Company providing Parent any forward-looking forecasts of cash flows of the Company or its Subsidiaries and their other financial forecasts of the Company or its Subsidiaries, in each case, to the extent prepared in the Ordinary Course of Business) (provided that Parent and its representatives shall have access during normal business hours and in such a manner as not to interfere unreasonably with the business or operations of the Company) and, at Parent’s cost and expense, to make extracts and copies of such books and records, . Parent and Parent’s representatives shall furnish Buyer cooperate with such financial, operating and other data and information with respect to the Company and its Subsidiariesrepresentatives and shall use their reasonable efforts to minimize any disruption to the business. Notwithstanding anything herein to the contrary, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct of the business of neither the Company and nor any of its Subsidiaries prior shall be required to Closing. Buyer acknowledges and agrees that provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege, contravene any contact by Buyer and its agents and representatives Law, or conflict with officers, employees, customers or agents of any confidentiality obligations to which the Company and or any of its Subsidiaries hereunder is bound (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be arranged and supervised by representatives of Sellerprovided in a manner that would not result in such jeopardy, unless Seller otherwise expressly consents with respect to any specific contactcontravention or conflict). Notwithstanding anything to the contrary set forth in this Agreementcontained herein, neither Seller nor any prior to the Closing, without the prior written consent of its Affiliates (including a representative of the Company and its Subsidiaries) (who shall be required identified in writing to disclose to Buyer or any agent or Parent as the representative thereof any contemplated by this Section 6.1), (i) information (A) except as already provided to BuyerParent shall not contact any suppliers to, relating to any sale or divestiture process conducted by Seller customers or its Affiliates for employees of, the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including the Company Subsidiaries and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary Parent shall have no right to perform invasive or similar Tax Return subsurface investigations of which Seller the properties or any facilities of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and its Subsidiaries.

Access to Information. (a) Subject to Section 4.4 hereofapplicable Law, until upon reasonable notice, prior to the earlier of Effective Date, the Closing or the termination of this Agreement, Seller Debtors shall (and shall cause its officerstheir Subsidiaries to) afford (i) the Investors and their Representatives (including the Ad Hoc Counsel), directorsupon request, employees and other agents to afford the officersreasonable access, directors, employees and other agents of Buyer reasonable access during normal business hours and without unreasonable disruption or interference with the Company’s and its Subsidiaries’ business or operations to the Company’s and its Subsidiaries’ officers, directors, directors and employees, agentsand Representatives, properties, offices books, contracts and records and, prior to the Effective Date, the Debtors shall (and shall cause their Subsidiaries to) furnish promptly to such parties all information concerning the Company’s and its Subsidiaries’ business, properties and personnel as may reasonably be requested by any such party, provided, that the foregoing shall not require the Company (a) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would cause the Company to violate any of its obligations with respect to confidentiality to a third party if the Company shall have used its commercially reasonable efforts to obtain, but failed to obtain, the consent of such third party to such inspection or disclosure, (b) to disclose any legally privileged information of the Debtors or any of their Subsidiaries as determined based on the advice of the Company’s legal counsel, or (c) to violate any Laws. In furtherance of the foregoing, but subject thereto, including the proviso, the Debtors shall, and shall cause their Subsidiaries to, provide the Investors with access to all pertinent information, memoranda and documents reasonably requested by the Ad Hoc Counsel or other facilities Representatives of the Ad Hoc Group with respect to (x) any investigation or other Proceeding conducted by the SEC or any other Governmental Entity or (y) or any Proceeding relating to the restatement of the Company and its Subsidiaries Subsidiaries’ pre-petition financial statements. All requests for information and their books and recordsaccess made pursuant to this Section 7.7 shall be directed to an executive officer of the Company, and the Company’s advisors or such person as may be designated by the Company’s executive officers. All information acquired by any Investor or its Representatives pursuant to this Section 7.7 shall furnish Buyer with such financial, operating and other data and information with respect be subject to any confidentiality agreement between the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct of the business of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contactsuch Investor. Notwithstanding anything the foregoing, the Debtors shall use reasonable best efforts to cooperate with the contrary set forth in this Agreement, neither Seller nor any of its Affiliates Ad Hoc Counsel to provide the Investors and their Representatives (including the Company and its SubsidiariesAd Hoc Counsel) shall be required to disclose to Buyer or any agent or representative thereof any (i) with information (A) except as already provided to Buyer, relating subject to any sale common interest agreements or divestiture process conducted by Seller or its Affiliates for privilege between the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of Debtors and the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and its SubsidiariesInvestors.

Access to Information. (a) Subject to Section 4.4 hereofThe Company shall, until the earlier of the Closing or the termination of this Agreement, Seller and shall cause its officersSubsidiaries, directorson the one hand, employees and Parent shall, and shall cause its Subsidiaries, on the other agents hand, to afford to the officersother Party and to its respective Representatives, directorsreasonable access, employees and other agents of Buyer reasonable access during normal business hours and subject to bona fide policies and procedures established by the officersother Party (including in response to COVID-19), directorsduring the Interim Period, employeesin such manner as to not interfere with Parent’s and its Subsidiaries’ business’s or the SpinCo Business’s (as applicable) normal operations, agents, the properties, offices books and other facilities records and appropriate senior-level officers and employees of Parent and its Subsidiaries or the Company and its Subsidiaries and their books and records(including the SpinCo Entities) that are related to the SpinCo Business (as applicable), and shall furnish Buyer such Party and its Representatives with such financialaccounting (including accountants’ work papers), financial and operating data and other data 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 respect the conduct of such Party’s business or result in damage to property (other than immaterial damage), except with 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). Notwithstanding anything in this Section 7.8 to the contrary, (but without limiting the Company’s obligations under this Agreement, including Section 7.4), the Company and its SubsidiariesSpinCo shall not be required to provide access to, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct of the business of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that make any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents disclosure with respect to to, any specific contact. Notwithstanding anything information of or relating to the contrary set forth in this AgreementCompany, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitationtheir respective businesses, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and SpinCo Business, the SpinCo Entities, the SpinCo Assets or the SpinCo Liabilities. All requests for such access to any Party shall be made to such Party or its Subsidiariesdesignated Representative.

Access to Information. (a) Subject to Section 4.4 hereofThe Company and WW shall afford Parent and its accountants, until the earlier of the Closing or the termination of this Agreement, Seller shall cause its officers, directors, employees counsel and other agents to afford the officersrepresentatives, directors, employees and other agents of Buyer reasonable access during normal business hours during the period prior to the officers, directors, employees, agents, Effective Time to (a) all properties, offices books, contracts, commitments, records and other facilities auditors of the Company Company, WW and its Subsidiaries and their books and recordsthe Subsidiaries, and shall furnish Buyer with such financial(b) all other information concerning the Business and the properties and personnel of the Company, operating WW and other data and information with respect the Subsidiaries (subject to the Company and its Subsidiaries, restrictions imposed by applicable law) as Buyer, through its officers, employees or agents, Parent may reasonably request. In exercising its rights hereunder; 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, Buyer shall conduct itself so 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 in unreasonably with the conduct normal operation of the business of the Company and its Subsidiaries prior to Closingor WW. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officersParent shall afford Stockholder, employees, customers or agents of the Company and its Subsidiaries hereunder 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 arranged incurred at Stockholder's expense and supervised by representatives that such access will conducted at a reasonable time, under the supervision of SellerParent'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, unless Seller otherwise expressly consents 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 specific contact. Notwithstanding anything investigation pursuant to the contrary set forth in this Agreement, neither Seller nor Section 5.4 shall affect or be deemed to modify any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer representation or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and its Subsidiarieswarranty contained herein.

Access to Information. (a) Subject During the Interim Period, upon reasonable notice, and subject to Section 4.4 hereofrestrictions contained in any confidentiality agreement to which the Company is subject, until the earlier of the Closing or the termination of this Agreement, Seller Company shall cause provide to Purchaser and its officers, directors, employees and other agents to afford the officers, directors, employees and other agents of Buyer reasonable access authorized representatives during normal business hours reasonable access to all the officers, directors, employees, agentsoffices, properties, offices and other facilities of the Company and its Subsidiaries and their books and records, financial information and shall furnish Buyer with such financial, operating and other data and information with respect to Contracts of the Company (in a manner so as to not interfere with the normal business operations of the Company) and, during such period, promptly furnish such information concerning the businesses, properties and its Subsidiaries, personnel of the Company as Buyer, through its officers, employees or agents, may Purchaser shall reasonably request. In exercising its rights hereunder, Buyer All of such information shall conduct itself so be treated as not “Confidential Information” pursuant to interfere in the conduct terms of the business Confidentiality Agreement, the provisions of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact which are by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contactthis reference hereby incorporated herein. Notwithstanding anything to the contrary set forth in this Agreement, during the Interim Period, neither Seller the Sellers nor any of its their Affiliates (including the Company and its SubsidiariesCompany) shall be required to disclose to Buyer Purchaser or any agent or representative thereof of its representatives any (i) information (A) except as already provided to Buyer, relating the extent related to any the sale or divestiture process conducted by Seller the Sellers or its their Affiliates for the Company vis-à-vis any Person other than Purchaser and its Affiliates, or its business the Sellers’ or Seller’s or its their Affiliates’ (or their respective representatives’) evaluation of the business of the Company or its business in connection therewith, including projections, financial or and other information relating thereto or (subject to the provisions of Section 6.4), (B) if doing so could would violate any Contract contract or Law law to which any Seller or any of its Affiliates (including the Company and its SubsidiariesCompany) is a party or is subject or which it believes in good faith reasonably determined upon the advice of counsel could result in a the loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges, (C) or (ii) consolidated, combined, unitary or similar Tax Return of which if any Seller or any of its Affiliates (other than Affiliates, on the Company one hand, and Purchaser or any of its SubsidiariesAffiliates, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto, or (D) is if any Seller or the common parent Company reasonably determines upon the advice of outside counsel that such information should not be so disclosed due to its competitively sensitive nature, or any other (ii) information relating to Taxes or Tax Returns other than information relating solely to the Company and its SubsidiariesCompany.

Access to Information. (a) Subject to Section 4.4 hereof, From the date hereof until the earlier of the Closing or the Date or, if earlier, termination of this Agreement, Seller shall Sellers will (i) give, and will cause the Company and each of its officersSubsidiaries to give, directorsBuyer and its Representatives such reasonable access, employees at reasonable times and other agents to afford the officers, directors, employees and other agents of Buyer reasonable access during normal business hours hours, to the officerssenior management, directors, employees, agentsoffices, properties, offices books and other facilities records of the Company and its Subsidiaries Subsidiaries, as Buyer may reasonably request from time to time; and their books and records(i) furnish, and shall furnish cause the Company and each of its Subsidiaries to furnish, to Buyer with and its Representatives such financial, financial and operating data and other data and information with respect relating to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, Buyer may reasonably request. In exercising request from time to time; provided that (A) any actions to be performed by Sellers, the Company or any of its rights hereunderSubsidiaries at the request of Buyer pursuant to this Section 5.03(a) shall be performed only following reasonable prior written notice from Buyer to Sellers, Buyer shall conduct itself so in such manner as not to interfere in unreasonably with the conduct of the business and operations of the Company and its Subsidiaries, and so as not to unduly burden the management team or resources of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees (it being agreed that any contact the terms of such access shall be based on reasonable access procedures specified by Buyer and its agents and representatives with officersSellers or, employeesas applicable, customers or agents of suppliers (after taking into account any proposals made by Buyer in such regard)); and (B) all out-of-pocket costs incurred by the Company and its Subsidiaries hereunder in connection with such actions shall be arranged at the expense of Buyer; provided, further, that, without the prior written consent of Sellers, Buyer and supervised its Representatives shall not be entitled to any such access, information or documents the disclosure of which is restricted by representatives of any Law or Order applicable to any Seller, unless Seller otherwise expressly consents with respect to the Company or any specific contactof its Subsidiaries. Notwithstanding anything to the contrary set forth in this Agreementherein, neither Seller nor any of Buyer is not authorized to and shall not (and shall cause its Affiliates (including the Company and its Subsidiariesand their respective Representatives not to) shall be required to disclose to Buyer or (s) contact any agent or representative thereof any (i) information (A) except as already provided to Buyercustomer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewithsupplier, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any material business relation of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its SubsidiariesSubsidiaries in connection with the Contemplated Transactions; and (y) is perform invasive or subsurface investigations of the common parent Premises, in each case, prior to the Closing without the prior written consent of Sellers, which may be withheld for any reason or no reason. Buyer shall, and shall cause its Affiliates and its and their respective Representatives to, abide by the terms of the Confidentiality Agreement with respect to such access and any information furnished to it, its Affiliates or its or any other information relating of their respective Representatives pursuant to Taxes this Section 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 Tax Returns other than information relating solely to employees of the Company and or any of its SubsidiariesSubsidiaries without Sellers’ prior written consent.

Access to Information. (a) Subject to Section 4.4 hereof, until the earlier of the Closing or the termination confidentiality provisions of this AgreementSection 7.4, Seller during the Interim Period, the Company shall, and shall cause instruct each Company Subsidiary and each of its officersand their respective Representatives (collectively, directors“Company Representatives”) to: (i) provide to Parent and Merger Sub and each of their respective Representatives (collectively, employees and other agents to afford the officers, directors, employees and other agents of Buyer “Parent Representatives”) access at reasonable access times during normal business hours hours, upon reasonable prior notice, (x) to the officers, directors, employees, agents, properties, offices and other facilities of the Company or such Company Subsidiary, and its Subsidiaries and their (y) to the books and recordsrecords thereof (which access, for the avoidance of doubt, shall include the ability of Parent and shall furnish Buyer 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 such financial, operating and other data and information with respect to the Company Company’s and its Subsidiaries’ customers and suppliers with a Company Representative present or participating; provided, as Buyerhowever, through 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 officers, employees Subsidiaries’ customers and suppliers to the extent such meetings or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere other communications are conducted in the conduct 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 its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder as Parent, Merger Sub or any Parent Representative may reasonably request; provided, however, until the Effective Time, the Company shall not be arranged and supervised by representatives of Sellerrequired to (x) furnish, unless Seller or provide any access to, any information to any Person not a party to, or otherwise expressly consents covered by, the NDA or any similar agreement with respect to such information or (y) provide access to or furnish any specific contact. Notwithstanding anything to the contrary set forth in this Agreementinformation (I) that is a trade secret, neither Seller nor any of its Affiliates (including II) that the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) reasonably believes constitutes commercially sensitive information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation which adequate assurance of the Company or its business in connection therewith, including projections, financial or other information relating thereto permitted uses has not been obtained or (BIII) if doing so could would unduly disrupt Company operations, violate any Contract applicable Law or Law Company Contract, or where such access to which Seller or any information would constitute the waiver of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the an attorney-client and work product privileges) privilege so long as the Company has taken all reasonable steps to permit inspection of or (ii) consolidated, combined, unitary or similar Tax Return of which Seller to disclose such information on a basis that does not compromise the Company’s or any of its Affiliates (other than the Company Subsidiary’s privilege with respect thereto; provided, however, that such access and information shall be disclosed or any of its Subsidiaries) is the common parent or any other information relating granted, as applicable, to Taxes or Tax Returns other than information relating solely external counsel for Parent to the Company and its Subsidiariesextent required for the purpose of complying with applicable Laws, including Antitrust Laws.

Access to Information. Subject to Applicable Law, from the date of this Agreement until the Effective Time, upon reasonable notice and during normal business hours, the Company shall, and shall cause each of its Subsidiaries to, (a) Subject to Section 4.4 hereof, until the earlier of the Closing or the termination of this Agreement, Seller shall cause give Parent and its officers, directors, employees and other agents to afford the officers, directors, employees and other agents of Buyer Representatives reasonable access during normal business hours to the officers, directors, employees, agentsoffices, properties, offices books, contracts and records of the Company and its Subsidiaries, (b) furnish to Parent and its Representatives such financial and operating data and other facilities of information relating to the Company and its Subsidiaries and their books properties and records, businesses as Parent and shall furnish Buyer its Representatives may reasonably request and (c) instruct the Representatives of the Company and its Subsidiaries to cooperate with such financial, operating and other data and information with respect to Parent in its investigation of the Company and its Subsidiaries; provided, as Buyerhowever, that no investigation pursuant to this Section 7.04 shall affect or be deemed to modify any representation or warranty 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 its officers(iv) above, employees 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 agents, may reasonably requestinterference). In exercising its rights hereunder, Buyer Any investigation pursuant to this Section 7.04 shall conduct itself so be conducted in such manner as not to unreasonably interfere in with the conduct of the business of the Company and its Subsidiaries prior Subsidiaries. Notwithstanding the foregoing, Parent shall not have access to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents personnel records of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Sellerrelating to individual performance or evaluation records, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything medical histories or other information, in each case to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including extent the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative disclosure thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could would result in a loss the violation of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and its SubsidiariesApplicable Law.

Access to Information. (a) Subject to Section 4.4 hereof, until the earlier of the Closing or the termination of this Agreement4.5, Seller shall cause its officers, directors, employees employees, auditors and other agents to afford the officers, directors, employees employees, auditors, providers of financing, counsel, financial advisors and other agents of Buyer reasonable access during normal business hours to the officers, directors, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries Acquired Companies and their books and records, and shall furnish Buyer with such financial, operating and other data and information with respect to the Company and its SubsidiariesAcquired Companies, as Buyer, through its officers, employees employees, auditors, providers of financing, counsel, financial advisors or other agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to unreasonably interfere in the conduct of the business of the Company and its Subsidiaries Acquired Companies prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries Acquired Companies hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its SubsidiariesAcquired Companies) shall be required to disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so so, in Seller’s good faith opinion, could violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its SubsidiariesAcquired Companies) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiariesthe Acquired Companies) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and its SubsidiariesAcquired Companies.

Access to Information. From the date hereof until the First Closing, in the case of Smooth Bourbon, and the Second Closing, in the case of Nugget Sparks, Seller shall, and shall cause each Company, as applicable, to, (a) Subject afford Buyer and its Representatives, upon reasonable advance notice, reasonable access to Section 4.4 hereof, until and the earlier right to inspect all of the Closing or the termination of this Agreement, Seller shall cause its officers, directors, employees and other agents to afford the officers, directors, employees and other agents of Buyer reasonable access during normal business hours to the officers, directors, employees, agentsReal Property, properties, offices and other facilities of the Company and its Subsidiaries and their assets, premises, books and records, Contracts and shall other documents and data related to such Company; (b) furnish Buyer and its Representatives with such financial, operating and other data and information with respect related to the such Company as Buyer and its Subsidiaries, as Buyer, through its officers, employees or agents, Representatives may reasonably request; and (c) instruct the Representatives of Seller and each such Company to reasonably cooperate with Buyer in its investigation of the Company Entities; provided, however, that nothing in this Agreement shall require Seller or any Company Entity to, and neither Seller nor any Company Entity shall have any obligation to (until the Second Closing), provide Buyer with any information (A) in the Players Club database of either Company Entity, other than mutually agreed upon aggregated and de-identified information, or (B) guest party information relating to group room reservations or similar booking arrangements or commitments. In exercising its rights hereunder, Buyer Any investigation pursuant to this Section 5.02 shall conduct itself so be conducted in such manner as not to interfere in unreasonably with the conduct of the business of the Company Seller or either Company, and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact all requests by Buyer and its agents Representatives for information and representatives with officers, employees, customers or agents of the Company and its Subsidiaries access hereunder shall will be arranged and supervised by representatives of Seller, unless coordinated through Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other designee. All information relating thereto or (B) if doing so could violate any Contract or Law to which Seller acquired by Buyer or any of its Affiliates (Representatives under this Agreement will be subject to the terms and conditions of the Confidentiality Agreement. Buyer agrees to be bound by the Confidentiality Agreement in the same manner as Guarantor with respect to all matters relating to this Agreement, including the disclosure by Seller of any information to Buyer or its Representatives of any information regarding Seller, the Company and its Subsidiaries) is a party Entities or is subject their respective businesses or which it believes in good faith could result in a loss assets. From the date hereof until the First Closing, Seller shall cooperate with Buyer at Buyer’s expense to obtain an update to any of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and its SubsidiariesSurveys.

Access to Information. (a) Subject to Section 4.4 hereof, From the time this Agreement is signed by all of the parties hereto until the earlier of Closing, Parent shall use its commercially reasonable efforts to cause the Closing or the termination of this Agreement, Seller shall cause its officers, directors, employees Companies and other agents to afford the officers, directors, employees and other agents of Buyer reasonable access during normal business hours to the their respective officers, directors, employees, agents, propertiesrepresentatives, 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 other facilities properties of each Company and, on Parent’s premises, the Books and Records of each Company, and (ii) make available to the officers, employees, and authorized agents and representatives of the Company Purchasers, on Parent’s premises, such additional financial and its Subsidiaries and their books and records, and shall furnish Buyer with such financial, operating data and other data and information with respect regarding the Companies (or copies thereof) as any Purchaser may from time to time reasonably request, solely to the Company extent such access is available to Parent in the ordinary course of business and its Subsidiariescan be provided to the Purchasers without any violation of Law or breach of Contract; provided, as Buyerhowever, through its officersthat: (A) any such access or availability shall be provided at the expense of the Purchaser(s) requesting such access or available, employees or agentsduring normal business hours upon reasonable advance notice to Parent, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so under the supervision of 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 conduct ordinary course of the business of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contacttheir business. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) Parent shall not be required to disclose any information to Buyer or any agent or representative thereof any the Purchasers if such disclosure would, in Parent’s sole discretion, (i) information cause significant competitive harm to Parent or the Companies and their respective businesses if the transactions contemplated hereby are not consummated, (Aii) except as already provided to Buyer, relating to jeopardize any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or other legal privilege or (iiiii) consolidatedcontravene any applicable Law, combined, unitary fiduciary duty or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely binding agreement entered into prior to the Company and its Subsidiariesdate of this Agreement.

Access to Information. (a) Subject to Section 4.4 hereof, From and after the date hereof until the earlier of the Closing Date or the termination of this AgreementAgreement in accordance with its terms, Seller upon reasonable notice, and subject to restrictions contained in the confidentiality agreements to which the Group Companies are subject, the Company shall cause provide to Buyer and its officers, directors, employees and other agents to afford the officers, directors, employees and other agents of Buyer reasonable access authorized representatives during normal business hours reasonable access to all books and records of the officers, directors, employees, agentsGroup Companies (in a manner so as to not interfere with the normal business operations of any Group Company) and the Group Companies shall furnish promptly to Buyer and its representatives such information concerning their business, properties, offices Contracts, assets, liabilities and other facilities of the Company employees as Buyer and its Subsidiaries and their books and records, and shall furnish Buyer with such financial, operating and other data and information with respect to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, representatives may reasonably request; provided, that in no event shall the foregoing include any sampling or analysis of soil, air, groundwater, building materials or other environmental media nor may Buyer require that such sampling or analysis be conducted. In exercising its rights hereunder, Buyer All of such information shall conduct itself so be treated as not confidential information pursuant to interfere in the conduct terms of the business Confidentiality Agreement, the provisions of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact which are by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contactthis reference hereby incorporated herein. Notwithstanding anything to the contrary set forth in this Agreement, neither during the period from the date hereof until the Closing, none of Seller nor and any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof of its representatives any (i) information (A) except as already provided to Buyer, relating the extent related to any the sale or divestiture process conducted by Seller or its Affiliates for the Company or Group Companies vis-à-vis any Person other than Buyer and its business Affiliates, or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business of the Group Companies in connection therewith, including projections, financial or and other information relating thereto or thereto, (B) if doing so could would violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith reasonably determined upon the advice of counsel could result in a the loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) privileges or (iiC) consolidated, combined, unitary or similar Tax Return of which if Seller or any of its Affiliates (other than Affiliates, on the Company one hand, and Buyer or any of its Subsidiaries) Affiliates, on the other hand, are adverse parties in a litigation and such information is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and its Subsidiariesreasonably pertinent thereto.

Access to Information. (a) Subject to Section 4.4 hereofThe Company shall, until the earlier of the Closing or the termination of this Agreement, Seller and shall cause each of its officersSubsidiaries to, directors, employees and other agents to afford the officers, directors, employees and other agents Representatives of Buyer Parent reasonable access during normal business hours to the officers, directors, employees, agents, its and its Subsidiaries’ properties, offices and other facilities of the Company and its Subsidiaries and their books and recordsrecords (including Tax records and information to the extent reasonably necessary to confirm disclosures in the Proxy Statement) and personnel, and shall furnish Buyer 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 Company’s and its Subsidiaries’ business, properties and personnel as Parent may reasonably request; provided, however, that (a) such financial, operating and other data and information access shall not unreasonably interfere with respect to the business or operations of the Company and its Subsidiaries, as Buyer(b) the Company shall not be obligated to provide such access or information if the Company determines, through in its officersreasonable judgment, employees that doing so would violate applicable Law or agentsa 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 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 reasonably requestrestrict the foregoing access 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 exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct conducting any inspection of the business any properties of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer Subsidiaries, Parent and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder Representatives shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any not (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process unreasonably interfere with the business conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) at such property or (ii) consolidated, combined, unitary or similar Tax Return of which Seller damage any property or any portion thereof. Prior to the Effective Time, Parent and its Representatives shall not have the right to conduct environmental testing or sampling at any of its Affiliates (other than the facilities or properties of the Company or any of its Subsidiaries. All information obtained pursuant to this Section 6.4 (or otherwise pursuant to this Agreement) is shall continue to be governed by the common parent 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 to disclose, any Acquisition Proposals (except as required by Section 6.3) or any other information relating to Taxes regarding or Tax Returns other than information relating solely related to the deliberations of the Board of Directors of the Company and its Subsidiarieswith 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. (a) Subject to Section 4.4 hereof5.4 hereof and applicable Law, until prior to the earlier of the Closing or the termination of this AgreementAgreement pursuant to Article VII, upon reasonable prior notice, Seller shall cause its officers, managers, directors, employees employees, auditors and other agents or representatives to afford the officers, managers, directors, employees employees, auditors and other agents or representatives (collectively, “Representatives”) of Buyer reasonable access during normal business hours to the books and records, officers, directors, employees, agents, properties, offices and other facilities of the Company Seller Entities and its the Transferred Subsidiaries and their books and recordswith respect to the Devices & Services Business, and shall furnish Buyer with such financial, operating and other data and information with respect to the Company and its SubsidiariesDevices & Services Business, as Buyer, through its officers, employees or agentsRepresentatives, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to unreasonably interfere in or disrupt the conduct of the business of the Company and its Seller Entities or any of the Transferred Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives Representatives with officers, employees, customers employees or agents of the Company and its Subsidiaries Seller or any Affiliate hereunder shall be arranged and supervised by representatives designated Representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Transferred Subsidiaries) shall be required to disclose to Buyer or any agent or representative Representative thereof any (i) information if doing so (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could would violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiariesany Transferred Subsidiary) is a party or is subject or which subject, (B) it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (iiC) consolidated, combined, unitary or similar Tax Return would result in the public disclosure of which any competitively sensitive information of Seller or of any of its Affiliates unrelated to the Devices & Services Business; provided, that the parties will make appropriate substitute arrangements under circumstances in which the foregoing limitations apply. For the avoidance of doubt, no investigation or receipt of information pursuant to this Section 5.5 (other than the Company or otherwise) shall affect or be deemed to modify any representation, warranty or covenant of Seller herein or any of its Subsidiaries) is the common parent Person’s right to indemnification, or any other information relating remedy, hereunder with respect to Taxes or Tax Returns any breaches thereof. Seller shall, promptly upon availability and in any event within fifteen (15) days of the end of each month, make available to Buyer the monthly internal financial reports and any other than information relating solely to management financial reports customarily prepared for management of the Company Devices & Services Business and its Subsidiariesa report that sets forth the calculation of Aggregate Cash Earnings as of the end of such month.

Access to Information. During the Interim Period, DLQ Parent, the Company, and Parent shall each, use its commercially reasonable efforts to, (a) Subject upon reasonable prior written notice and during regular business hours, continue to Section 4.4 hereofgive the other party, until the earlier of the Closing or the termination of this Agreement, Seller shall cause its officers, directors, employees legal counsel and its other agents to afford the officers, directors, employees and other agents of Buyer Representatives reasonable access during normal business hours to the officersoffices, directorsproperties and Books and Records, employees(b) furnish to the other party, agents, properties, offices and other facilities of the Company its legal counsel and its Subsidiaries and their books and records, and shall furnish Buyer with other Representatives such financial, operating and other data and information with respect relating to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct of the business of the Company Group and Parent as such Persons may reasonably request and (c) cause its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents legal counsel, accountants and other Representatives to reasonably cooperate with the other party in its investigation of the Business (in the case of the Company and its Subsidiaries hereunder Group) or the business of Parent (in the case of Parent); provided, that any investigation pursuant to this Section 6.3 shall be arranged and supervised by representatives conducted in such manner as not to interfere unreasonably with the conduct of Seller, unless Seller otherwise expressly consents with respect to any specific contactthe Business of the Company Group. Notwithstanding anything to the contrary set forth expressed or implied in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) party shall be required to provide the access described above or disclose any information to Buyer or any agent or representative thereof any the other party if doing so is, in such party’s reasonable judgement, reasonably likely to (i) information (A) except as already provided to Buyerresult in a waiver of attorney-client privilege, relating to any sale work product doctrine or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto similar privilege or (Bii) if doing so could violate any Contract or Law contract to which Seller or any of its Affiliates (including the Company and its Subsidiaries) it is a party or to which it is subject or which any applicable Law. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it believes would require the Company Group to disclose (a) due diligence questions, lists or investigations conducted by others, names, bids, letters of intent, expressions of interest, or other proposals received from others in good faith could result in a loss connection with the transactions contemplated hereby or otherwise information and analyses relating to such communications, (b) information related to the analysis of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller transactions contemplated hereby by DLQ Parent or any member of its Affiliates (other than the Company Group, (c) any document or any of its Subsidiariesinformation prohibited to be shared by Law until such time as such documents are not prohibited to be shared, and (d) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and DLQ Parent must approve, in its Subsidiariessole discretion, and an officer of the Company and DLQ Parent must be present and included in any communications with customers or employees of the Company. Parent agrees to abide by the confidentiality terms of the Confidentiality Agreement and will treat such information as Confidential Information under the Confidentiality Agreement.

Access to Information. (a) Subject to Section 4.4 hereofthe terms of the Confidentiality Agreement, until this Agreement and applicable Laws, during the period from the date of this Agreement through the earlier of the Closing or Date and the termination of date on which this AgreementAgreement is terminated in accordance with Article VII, Seller the IASIS Parties shall cause its officerspermit the MPT Parties and their advisors, directorslenders, employees accountants, attorneys and other agents authorized representatives to afford the officershave reasonable access, directors, employees and other agents of Buyer reasonable access during normal regular business hours and upon reasonable notice, to the officersoffices, directorsfacilities, employees, agentsassets, properties, offices certain management-level employees, books and other facilities records of the Company and its Subsidiaries and their books and recordsIASIS Parties, and shall furnish Buyer with furnish, or cause to be furnished, to the MPT Parties, such financial, tax and operating data and other data and information with respect to such entities and their respective offices, facilities, assets, properties, employees, businesses and operations as the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may MPT Parties shall from time to time reasonably request. In exercising its rights hereunder, Buyer All access and investigation pursuant to this Section 5.1 shall conduct itself so be coordinated through IASIS’s Chief Financial Officer and shall be conducted at the MPT Parties’ expense and in such a manner as not to interfere in with the conduct normal operations of the business businesses of IASIS and the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contactSellers. Notwithstanding anything to the contrary set forth in this Agreementcontained herein or otherwise, neither Seller IASIS nor any of its Affiliates (including the Company and its Subsidiaries) Sellers shall be required to provide access to or to disclose to Buyer information where such access or any agent disclosure would violate or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for prejudice the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any rights of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitationcustomers, jeopardize the attorney-client and work product privileges) privilege or (ii) consolidated, combined, unitary other immunity or similar Tax Return of which Seller contravene any Law or any binding agreement entered into prior to the date of its Affiliates (this Agreement; provided, however, that the IASIS Parties will notify the MPT Parties in reasonable detail of the circumstances giving rise to any non-access or non-disclosure pursuant to the foregoing and to permit access or disclosure, to the extent possible, in a manner consistent with privilege or other immunity or applicable Law or Contract. Notwithstanding anything to the 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 Company or transactions contemplated by this Agreement and the other Transaction Documents, and provided that IASIS shall have the right to have a representative present during any of such contact in the event that its Subsidiaries) consent is the common parent or any other information relating required and it consents to Taxes or Tax Returns other than information relating solely to the Company and its Subsidiariessuch contact.

Access to Information. Prior to the date hereof, the Purchaser has conducted due diligence on the Project Company and has had access to or received the properties, books, records and personnel of the Project Company. Between the date hereof and the Closing, the Seller shall, and shall cause the Project Company to, in response to reasonable requests of the Purchaser and its representatives (aincluding its legal advisors and accountants) Subject therefor, provide additional access, during normal business hours and upon reasonable advance notice, to the properties, books, records and personnel of the Project Company and the Facility and Real Property; provided, that in no event shall the Seller or the Project Company be obligated to provide (i) any access to information that is repetitive or duplicative of access previously provided, (ii) access or information in violation of Applicable Law, (iii) bids, letters of intent, expressions of interest, or other proposals received from others in respect of the Project Company or in connection with the transactions contemplated by this Agreement or otherwise, and information and analyses relating to such communications, or (iv) any information, the disclosure of which would jeopardize any privilege available to the Seller, the Project Company or any of their respective Affiliates relating to such information or would cause the Seller, the Project Company or any of their respective Affiliates to breach a confidentiality obligation to which it is bound. In connection with such access, the Purchaser’s representatives shall cooperate with the Seller’s and the Project Company’s representatives and shall use their reasonable best efforts to minimize any disruption of the business of the Seller and the Project Company. The Purchaser agrees to abide by the terms of the Confidentiality Agreement and any safety rules or rules of conduct reasonably imposed by the Seller, the Project Company or their respective Affiliates or the operator of any such entity, as the case may be, with respect to such access and any information furnished to them or their representatives pursuant to this Section 7.1. Without regard to Section 4.4 hereof10.6(b), until the earlier of Purchaser shall indemnify, defend and hold harmless the Closing or Seller, the termination of this AgreementProject Company, Seller shall cause its their Affiliates and their respective officers, directors, employees and other agents to afford from and against any and all Liabilities asserted against or suffered by them relating to, resulting from, or arising out of, the officers, directors, employees and other agents of Buyer reasonable access during normal business hours to examinations or inspections made by the officers, directors, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and their books and records, and shall furnish Buyer with such financial, operating and other data and information with respect to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct of the business of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller Purchaser or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law representatives pursuant to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and its Subsidiariesthis Section 7.1.

Access to Information. (a) Subject to Section 4.4 hereof, From the date of this Agreement until the earlier Closing Date, upon reasonable prior written notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege), contractual confidentiality obligations and privacy rights of residents, Seller shall, and shall cause the Company and each of the Closing or the termination of this Agreement, Seller shall cause its officers, directors, employees Company Subsidiaries and other agents to each such Person's respective Representatives to: (i) afford the officers, directors, employees and other agents Representatives of Buyer Acquiror reasonable access during normal business hours to the officers, directors, employees, agentsoffices, properties, offices books and other facilities records of the Company and the Company Subsidiaries; (ii) furnish to the Representatives of Acquiror such additional financial and operating data and other information regarding the Company's and the Company Subsidiaries' businesses conducted by them as Acquiror may from time to time reasonably request; and (iii) afford the Representatives of Acquiror and its Subsidiaries Affiliates reasonable access to the employees of Seller and their books and records, and shall furnish Buyer with such financial, operating and other data and information with Affiliates in respect to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct of the business of the Company and its the Company Subsidiaries prior to Closing. Buyer acknowledges (and agrees that any contact the businesses conducted by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged the Company Subsidiaries) and supervised by representatives use their reasonable commercial efforts (without any requirement of Seller, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller Subsidiaries or any of their respective Representatives to incur any expense to a third party) to make available to the Representatives of Acquiror and its Affiliates (including the employees of third party outsourcing companies who provide services to, and are located on the premises of, the Company and its the Company Subsidiaries) , in each case, whose assistance and expertise is necessary to assist Acquiror in connection with Acquiror's preparation to integrate the Company and the Company Subsidiaries and their businesses and personnel into Acquiror's organization following the Closing; provided, however, that such investigation shall be on a party or is subject or which it believes in good faith could result in a loss basis and follow procedures that the parties shall mutually agree, and shall not unreasonably interfere with any of the ability to successfully assert a claim businesses or operations of privilege (including without limitationSeller, the attorney-client and work product privileges) or (ii) consolidatedCompany, combined, unitary or similar Tax Return of which Seller the Company Subsidiaries or any of its their respective Affiliates; and provided, further, that the auditors and accountants of Seller, the Company, the Company Subsidiaries or any of their respective Affiliates (other than shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so reasonably requested by Seller, Indemnitor, the Company or any of its the Company Subsidiaries) is the common parent , Acquiror shall enter into a customary joint defense agreement with any one or any other information relating to Taxes or Tax Returns other than information relating solely to more of Seller, the Company and its Subsidiariesthe Company Subsidiaries with respect to any information to be provided to Acquiror pursuant to this Section 5.02(a).

Access to Information. (a) Subject to Section 4.4 hereof, until the earlier of the Closing or the termination of this Agreement, Seller shall cause its officers, directors, employees and other agents to afford the officers, directors, employees and other agents of Buyer reasonable access during normal business hours to the officers, directors, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and their books and recordsSellers shall, and shall furnish Buyer with such financialcause the Acquired Companies to, operating during ordinary business hours and other data upon reasonable advance written notice (i) give Purchaser and information with respect its Representatives reasonable access to the Company personnel, assets, facilities and books and records of each of the Acquired Companies and (ii) permit Purchaser and its Subsidiaries, Representatives to make such reasonable inspections thereof as Buyer, through its officers, employees or agents, Purchaser may reasonably request. In exercising its rights hereunder; provided, Buyer however, that (A) any such inspection shall conduct itself so be conducted in such a manner as not to materially interfere in with the conduct operations of the business Sellers, the applicable Acquired Company or any other member of the Seller Group, and (B) neither Sellers nor an Acquired Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer take any action which would constitute or any agent result in a waiver of its attorney-client privilege or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law applicable Law; provided, further, that if any event set forth in clauses (A) and (B) in the foregoing proviso would be reasonably likely to which Seller or any of its Affiliates (including occur, the Company and its Subsidiaries) is a party or is subject or which it believes Sellers shall collaborate with Purchaser in good faith could to make alternative arrangements to allow for such inspection in a manner that does not result in a loss such event. Purchaser shall indemnify and hold harmless Sellers from and against any Losses incurred by Sellers, their Affiliates or its or their Representatives to the extent resulting from any action of Purchaser or its Representatives while present on any premises to which Purchaser is granted access hereunder. Notwithstanding anything in this Section 4.2(a) to the contrary, (x) Purchaser shall not have access to personnel records if such access could, in the applicable Seller’s good-faith judgment, violate applicable Law, including the Health Insurance Portability and Accountability Act of 1996, and (y) any inspection relating to environmental matters by or on behalf of Purchaser shall be strictly limited to visual inspections and site visits commonly included in the scope of “Phase 1” level environmental inspections, and Purchaser shall not have the right to collect any air, soil, surface water or ground water samples or perform any invasive or destructive air sampling on, under, at or from any of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and its SubsidiariesReal Property.

Access to Information. (a) Subject to Section 4.4 hereofthe terms of the Confidentiality Agreement and applicable Laws, until during the period from the execution and delivery of this Agreement by the parties hereto through the earlier of the Closing or and the termination of date on which this AgreementAgreement is terminated in accordance with Article VII, Seller the Company shall permit, and shall cause its officersSubsidiaries to permit, directorsParent and its advisors, employees accountants, attorneys and other agents authorized representatives to afford the officershave reasonable access, directors, employees and other agents of Buyer reasonable access during normal business hours and upon reasonable notice, to the officersoffices, directorsfacilities, employees, agentsassets, properties, offices management-level employees and other facilities of the Company and its Subsidiaries and their books and records, and shall furnish Buyer with such financial, operating and other data and information with respect to records of the Company and its Subsidiaries, and shall furnish, or cause to be furnished, to Parent, such financial, tax and operating data and other information with respect to such entities and their respective offices, facilities, assets, properties, employees, businesses and operations as Buyer, through its officers, employees or agents, may Parent shall from time to time reasonably request; provided, that nothing herein shall obligate the Company to produce any such information outside of the ordinary course of business. In exercising its rights hereunderAll access and investigation pursuant to this Section 5.06 shall be coordinated through the Company’s (i) Chief Executive Officer, Buyer (ii) Chief Financial Officer, (iii) Executive Vice President of Finance, (iv) Executive Vice President, President, Global Pharmaceuticals, (v) General Counsel or (vi) any designee thereof and shall conduct itself so be conducted at Parent’s expense and in such a manner as not to unreasonably interfere in with the conduct normal operations of the business businesses of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contactSubsidiaries. Notwithstanding anything to the contrary set forth in this Agreementcontained herein or otherwise, neither Seller the Company nor any of its Affiliates (including the Company and its Subsidiaries) Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would reasonably be expected to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale jeopardize the attorney-client privilege or divestiture process conducted by Seller other immunity or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation protection from disclosure of the Company or its business in connection therewithSubsidiaries, including projections(ii) contravene any Law, financial any Contract entered into prior to the date hereof or any other information relating thereto obligation of confidentiality, or (Biii) if doing so could violate any Contract or Law to which Seller or any result in the disclosure of its Affiliates (including competitively sensitive information, provided that the Company and or its Subsidiaries) is a party or is subject or which it believes , as applicable, will attempt in good faith could to make such alternative arrangements as may be reasonably necessary to provide the relevant information in a way that would not risk waiver of such privilege, immunity or protection or contravene such Law or Contract or result in a loss such disclosure. Notwithstanding anything to the contrary contained herein or otherwise, prior to the Closing, Parent shall have no right to perform invasive or subsurface investigations of the ability to successfully assert a claim properties or facilities of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is Subsidiaries without the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to prior written consent of the Company and (which consent shall not be unreasonably withheld). The Company shall have the right to have one or more of its Subsidiariesrepresentatives present at all times during any visits, examinations, discussions or contacts contemplated by this Section 5.06.

Access to Information. (a) Subject to Section 4.4 hereof5.4, until the earlier of the Closing or and the termination of this AgreementAgreement in accordance with the terms of ARTICLE VII, each of Seller Parent and each Seller shall cause its officers, directors, employees and other agents Representatives to afford the officers, directors, employees and other agents Representatives of Buyer reasonable access during normal business hours hours, to the extent permitted by applicable Law and in accordance with the reasonable procedures established by Seller Parent or such Seller, in furtherance of the consummation of the Sale and the other transactions contemplated by this Agreement, to the officers, directors, employees, agentsMSOs, properties, offices and other facilities of the Company Business and the Acquired Assets (including all Business Real Property) and the books and records relating thereto (in each case solely to the extent relating to the Business, the Acquired Assets, Assumed Liabilities or Acquired Entities or in connection with the Separation Activities); provided that such access shall only be upon the reasonable advance request of Buyer and shall not unreasonably disrupt personnel, operations and properties of the Business; provided, further, that Seller Parent and each Seller shall make available, or cause its Subsidiaries to make available, to the extent required or requested by Buyer, Business Employee or Former Business Employee personnel files or other information relating to the Business Employees and Former Business Employees that is relevant to any Acquired Entity Plan (provided that, unless required by Buyer to satisfy its obligations under Section 5.2, no Seller shall make, or cause to be made, available medical records, workers’ compensation records or the results of any drug testing; and that Buyer shall indemnify, defend and hold each Seller and its Affiliates (including the other Subsidiaries and their books and records, and shall furnish Buyer with of such financial, operating and Seller (other data and information with respect than Acquired Entities)) harmless from any Liabilities arising out of or relating to the Company Buyer’s and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably requestAffiliates’ use of such personnel files). In exercising its rights hereunderunder this Section 5.3(a), Buyer shall conduct itself so as not to unreasonably interfere in the conduct of the business of the Company and its Subsidiaries Business prior to the Closing. Buyer acknowledges and agrees that any contact or communication by Buyer and its agents and representatives Representatives with officers, employees, customers employees or agents of the Company and its Subsidiaries Business hereunder shall be arranged and arranged, and, if so determined in Seller Parent’s reasonable judgement, supervised (provided that Buyer shall have the right to reasonably request that such contact or communication be unsupervised and, upon such request, Seller Parent or such applicable Seller shall not unreasonably withhold, condition or delay its consent), by representatives Representatives of Sellerthe applicable Seller or Seller Parent, unless such Seller or Seller Parent otherwise expressly consents in writing with respect to any specific contact. Notwithstanding anything to the contrary set forth in this AgreementAgreement but subject to Sellers’ obligations pursuant to Section 5.22, neither no Seller nor any Affiliates of its Affiliates any Seller (including the Company and its SubsidiariesAcquired Entities) shall be required to disclose to Buyer or any agent or representative thereof any of its Representatives any: (i) information to the extent: (A) except as already provided to Buyer, relating to any acquisition, sale or divestiture process conducted by such Seller or its Affiliates for the Company Business or its business or such Seller’s or its Affiliates’ (or their representativesRepresentatives’) evaluation of the Company or its business Business in connection therewith, or any information concerning the Sale Process, in each case, including projections, financial or other information relating thereto or thereto; (B) if doing so could reasonably be expected to violate any Contract (provided that each Seller shall use reasonable efforts to obtain consents or waivers from third parties under any such Contract in order to disclose such information to Buyer (it being understood that in no event shall any Seller or its Affiliates be obligated to pay any consent fee or other consideration in connection with their efforts to obtain such consents or waivers)) or Law to which any Seller or any of its Affiliates (including the Company and its SubsidiariesAcquired Entities) is a party or is subject or which it believes in good faith could would reasonably be expected to result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) privilege; or (iiC) consolidated, combined, unitary or similar Tax Return of which if any Seller or any of its Affiliates (other than Affiliates, on the Company one hand, and Buyer or any of its SubsidiariesAffiliates, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided, however, that in the event the restrictions of this clause (i) is apply, such Seller shall provide Buyer with a reasonable description of the common parent information not provided, to the extent permitted by applicable Law, and such Seller shall cooperate in good faith to design and implement alternative disclosure arrangements to enable Buyer to evaluate any such information without resulting in any such violation; or (ii) Tax Return or any other information relating to Taxes or Tax Returns (other than information relating solely to the Company Business and its Subsidiariesthe Acquired Entities). Notwithstanding anything herein to the contrary, Buyer shall not have the right to perform or conduct, or cause to be performed or conducted, any environmental sampling or testing at, in, on or underneath any Business Real Property prior to the Closing without the prior written consent of Sellers, which consent shall not be unreasonably withheld, delayed or conditioned, if such sampling or testing is reasonably requested by an insurance underwriter in connection with the Environmental Insurance Policy.

Access to Information. (a) Subject The Assignee has been furnished with the materials relating to Section 4.4 hereofthe Company's business, until the earlier of the Closing or the termination of this Agreementoperations, Seller shall cause its officersfinancial condition, directorsassets, employees liabilities and other agents to afford the officers, directors, employees and other agents of Buyer reasonable access during normal business hours matters relevant to the Assignee's investment in the Securities, which have been requested by the Assignee. The Assignee has had adequate opportunity to ask questions of, and receive answers from, the Company's officers, directors, employees, agents, propertiesaccountants, offices and representatives concerning the Company's business, operations, financial condition, assets, liabilities, and all other facilities matters relevant to its investment in the Securities. The internal laws, and not the laws of conflicts (other than Section 5-1401 of the Company General Obligations Law of the State of New York), of New York shall govern the enforceability and validity of this letter agreement, the construction of its Subsidiaries terms and their books the interpretation of the rights and recordsduties 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 State of New York, and shall furnish Buyer with each of the parties hereby consents to the jurisdiction of such financialcourts (and of the appropriate appellate courts therefrom) in any such suit, operating action or proceeding 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. Process 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 data than the parties to this letter agreement and information the Company any legal or equitable right, remedy, or claim under or with respect to this letter agreement or any provision of this letter agreement. This letter agreement and all of its provisions and conditions are for the Company sole and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct exclusive benefit of the business parties to this letter agreement and the Company. No change or modification of this letter agreement shall be valid unless the same is in writing and signed by the parties hereto. No waiver of any 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 Company and its Subsidiaries prior right to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents insist upon strict performance of the Company same condition, promise, agreement or understanding at a future time. Please indicate your agreement with the foregoing by executing and its Subsidiaries hereunder shall be arranged and supervised by representatives returning the enclosed copy of Sellerthis letter agreement. Sincerely, unless Seller otherwise expressly consents with respect to any specific contactMACANDREWS & FORBES HOLDINGS INC. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and its Subsidiaries.By: /s/ Xxxxxx Xxxxxx ----------------- Name: Xxxxxx Xxxxxx Title: Vice Chairman [SIGNATURE PAGE TO ASSIGNMENT LETTER AGREEMENT] ACCEPTED AND AGREED:

Access to Information. (a) Subject to Section 4.4 hereof, From the date hereof until the earlier of the Closing termination of this Agreement or the termination Effective Time, Parent shall during normal business hours and upon reasonable prior notice, (a) give to the Company, its counsel, financial advisors, auditors and other Representatives reasonable access to the personnel, advisors, agents, offices, properties, Contracts and books and records of Parent and its Subsidiaries and (b) cause its Subsidiaries, and instruct its employees, counsel, financial advisors, auditors and other Representatives, to reasonably cooperate with the Company in such access; provided, however, that (i) the foregoing shall not require Parent or any of its Subsidiaries to permit access to (A) any information that is subject to attorney-client privilege or similar privilege or the work product doctrine, (B) any information that in the reasonable opinion of Parent would violate any Applicable Law (provided, however, that, in the case of subclause (A) and this subclause (B), Parent shall use its reasonable best efforts to communicate the applicable information to the Company in a way that would not violate the Applicable Law or waive such privilege or work-product doctrine), (C) such documents or information that are reasonably pertinent to any litigation, suit, action or proceeding between Company and its Affiliates, on the one hand, and the Parent and its Affiliates, on the other hand, or (D) any information related to the negotiation and execution of this Agreement and the actions of Parent’s Board of Directors (or any committee thereof) with respect to the foregoing, whether prior to or after execution of this Agreement, Seller (ii) any such access shall cause its officers, directors, employees be provided under supervision of appropriate personnel of Parent and other agents in such a manner as not to afford unreasonably interfere with the officers, directors, employees and other agents of Buyer reasonable access during normal business hours or operations of Parent or its Subsidiaries and (iii) any access to the officers, directors, employees, agents, properties, offices and other facilities properties of the Company Parent and its Subsidiaries will be subject to Parent’s reasonable security measures and their books policies and recordswill not include the right to sample soil, and shall furnish Buyer with such financialsediment, operating and other data and information with respect to the Company and its Subsidiariesgroundwater, as Buyersurface water, through its officers, employees air or agents, may reasonably request. In exercising its rights hereunder, Buyer shall building materials or conduct itself so as not to interfere in the conduct of the business of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and its Subsidiariesenvironmental sampling.

Access to Information. (a) Subject to Section 4.4 hereof, until the earlier of After the Closing or the termination of this AgreementDate, Seller Buyer shall, and shall cause its officersAffiliates (including the Acquired Companies) to, directorspreserve, employees in accordance with and other agents 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), 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 request from Seller or its Representatives, Buyer or any of its Affiliates holding such books and records shall (a) provide to afford the officers, directors, employees and other agents of Buyer Seller or its Representatives reasonable access to such books and records during normal business hours to the officershours; provided, directors, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and their books and records, and that such access shall furnish Buyer not unreasonably interfere with such financial, operating and other data and information with respect to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct of the business of the Company Buyer or its Affiliates holding such books and records and (b) permit Seller to make copies of such books and records, in each case, at no cost to Seller or its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contactRepresentatives (other than for reasonable out-of-pocket expenses). Notwithstanding anything to the contrary set forth contained in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer Agreement or any agent other agreement between Buyer and Seller executed on or representative thereof prior to the date hereof, Buyer shall have no obligation to make available to Seller or its Representatives, or to provide Seller or its Representatives with access to or copies of, any (i) such books and records if Buyer determines, in its reasonable judgment, that making such information available would (A) except as already provided jeopardize any attorney-client privilege, the work product immunity, any other legal privilege or immunity, or expose such party to BuyerLiability for disclosure of sensitive or personal information or (B) contravene any applicable Law, relating Governmental Order, any fiduciary duty or a contract or obligation of confidentiality owing to a non-Affiliated Person, it being understood that Buyer shall (x) cooperate with any sale requests for, and use its commercially reasonable efforts to obtain, any waivers and (y) use its commercially reasonable efforts to make other arrangements (including redacting information or divestiture process conducted by entering into joint defense agreements), in each case, that would enable any otherwise required access or disclosure to Seller to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law, Governmental Order, fiduciary duty or obligation of confidentiality. Such books and records may be requested under this Section 8.01 for any reasonable business purpose, including to the extent reasonably required in connection with accounting, litigation, financial reporting, federal securities disclosure, compliance with contractual obligations of Seller or its Affiliates for or other similar purpose. Notwithstanding the Company or foregoing, upon the expiration of such retention period, any and all such books and records may be destroyed by Buyer if Buyer sends to Seller written notice of its business or Seller’s or its Affiliates’ (or their representatives’) evaluation intent to destroy such books and records, specifying in reasonable detail the contents of the Company or its business books and records to be destroyed; such books and records may then be destroyed after the sixtieth (60th) day following such notice unless Seller notifies Buyer that Seller desires to obtain possession of such books and records, in which event Buyer shall transfer the books and records to Seller and Seller shall pay all reasonable out-of-pocket expenses of Buyer in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and its Subsidiaries.

Access to Information. (a) Subject to Section 4.4 hereof, From and after the date hereof until the earlier of the Closing Date or the termination of this AgreementAgreement in accordance with its terms, Seller upon reasonable notice, the Company shall cause its officers, directors, employees provide to Parent and other agents to afford the officers, directors, employees Merger Sub and other agents of Buyer reasonable access their 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); provided, that the Group Companies shall not be required to permit, and Parent, Merger Sub and their representatives shall not be permitted to, perform any environmental sampling at any Leased Real Property or Owned Real Property, including sampling of soil, groundwater, surface water, building materials, or air or wastewater emissions. All of such information shall be treated as confidential information pursuant to the officers, directors, employees, agents, properties, offices and other facilities terms of the Company and its Subsidiaries and their books and recordsConfidentiality Agreement, and shall furnish Buyer with such financial, operating and other data and information with respect to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct provisions of the business of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact which are by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contactthis reference hereby incorporated herein. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor no Group Company or any of its respective Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer Parent, Merger Sub or any agent or representative thereof of their respective representatives any information (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could would reasonably be expected to violate any Contract Contract, fiduciary duty or Applicable Law to which Seller any Seller, Group Company or any of its Affiliates (including the Company and its Subsidiaries) Affiliate is a party or is subject or subject), (ii) which it believes in good faith could would reasonably be expected to result in a the loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges, (iii) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or if any of its Affiliates (other than the Group Company or any of its Subsidiaries) is their respective Affiliates, on the common parent one hand, and Parent, Merger Sub or any of their respective Affiliates, on the other hand, are adverse parties in a litigation and such information relating is reasonably pertinent thereto or (iv) if any Group Company reasonably determines that such information should not be disclosed due to Taxes or Tax Returns other than information relating solely to its competitively sensitive nature; provided, in each case, the Company shall, and its Subsidiariesshall cause each other Group Company to use commercially reasonable efforts to, allow otherwise required disclosure to Parent to occur without so jeopardizing any such privilege, litigation or the competitively sensitive nature of such information or contravening any such Contract, fiduciary duty or Applicable Law (except that the Company shall not be required to incur any costs or pay any fees with respect thereto).

Access to Information. (a) Subject to Section 4.4 hereof, From and after the date hereof until the earlier of the Closing Effective Time or the earlier termination of this Agreement, Seller the Company shall, and shall cause each of its Subsidiaries and each of its and their officers, directors, employees and other agents to afford the officers, directors, employees (a) give Buyer and other agents of Buyer its Representatives reasonable access upon reasonable notice and during normal business hours times mutually convenient to the officers, directors, employees, agents, properties, offices Buyer and other facilities senior management of the Company and its Subsidiaries and their to the Facilities, properties, employees, books and records, and shall furnish Buyer with such financial, operating and other data and information with respect to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct of the business records of the Company and its Subsidiaries prior as from time to Closing. Buyer acknowledges and agrees that any contact by time may be reasonably requested, (b) permit the Buyer and its agents Representatives to make such inspections and representatives to make copies of such books and records as they may reasonably require, and (c) furnish the Buyer and its Representatives with officerssuch financial and operating data as the Buyer may from time to time reasonably request. Notwithstanding the foregoing, employeesneither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would contravene any law, customers rule, regulation, order, judgment, decree, or agents binding agreement entered into prior to the date of this Agreement or would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work product privilege. The parties hereto will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Any such investigation by Buyer shall not unreasonably interfere with any of the businesses or operations of the Company and or its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contactSubsidiaries. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller Buyer nor its Representatives shall have any of its Affiliates (including contact whatsoever with respect to the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including Subsidiaries or with respect to the Company and its Subsidiaries) is a party transactions contemplated by this Agreement with any partner, lender, lessor, vendor, customer, supplier, employee or is subject or which it believes in good faith could result in a loss consultant of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to , except in consultation with the Company and its Subsidiariesthen only with the express prior approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayed. All requests by Buyer for access or information shall be submitted or directed exclusively to an individual or individuals to be designated by the Company.

Access to Information. From the date hereof until the Closing, Seller shall, and shall cause each Company to, (a) Subject afford Buyer and its Representatives, upon reasonable advance notice, reasonable access to Section 4.4 hereof, until and the earlier right to inspect all of the Closing or the termination of this Agreement, Seller shall cause its officers, directors, employees and other agents to afford the officers, directors, employees and other agents of Buyer reasonable access during normal business hours to the officers, directors, employees, agentsReal Property, properties, offices and other facilities of the Company and its Subsidiaries and their assets, premises, books and records, Contracts and shall other documents and data related to such Company; (b) furnish Buyer and its Representatives with such financial, operating and other data and information with respect related to the such Company as Buyer and its Subsidiaries, as Buyer, through its officers, employees or agents, Representatives may reasonably request; and (c) instruct the Representatives of Seller and each such Company to reasonably cooperate with Buyer in its investigation of the Company Entities; provided, however, that nothing in this Agreement shall require Seller or any Company Entity to, and neither Seller nor any Company Entity shall have any obligation to (until the Closing), provide Buyer with any information (A) in the ACCESS Players Club database of either Company Entity, other than mutually agreed upon aggregated and de-identified information, or (B) guest party information relating to group room reservations or similar booking arrangements or commitments. In exercising its rights hereunder, Buyer Any investigation pursuant to this Section 5.02 shall conduct itself so be conducted in such manner as not to interfere in unreasonably with the conduct of the business of the Company Seller or either Company, and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact all requests by Buyer and its agents Representatives for information and representatives with officers, employees, customers access hereunder will be coordinated through Seller or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contact’s designee. Notwithstanding anything to the contrary Except as set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation Section 5.02 of the Company or its business in connection therewithDisclosure Schedules, including projections, financial no investigation by Buyer or other information relating thereto received by Buyer shall operate as a waiver or (B) if doing so could violate otherwise affect any Contract representation, warranty or Law to which agreement given or made by Seller in this Agreement. All information acquired by Buyer or any of its Affiliates Representatives under this Agreement will be subject to the terms and conditions of the Confidentiality Agreement. From the date hereof until the Closing, if reasonably requested by Buyer, Seller shall cooperate with Buyer at Buyer’s expense to obtain an update to the title insurance policies and surveys relating to the owned Real Property (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss non-imputation endorsement thereto). No Solicitation of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and its SubsidiariesOther Bids .

Access to Information. (a) Subject to Section 4.4 hereof, From the date hereof until the earlier of the Closing or the termination of this AgreementDate, Seller Thermo shall, and shall cause its officers, directors, employees and other agents to afford the officers, directors, employees and other agents of Buyer reasonable access during normal business hours to the officers, directors, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries to, (a) upon reasonable advance notice, give Parent and its Affiliates and their respective directors, officers, employees, counsel, financial advisors, auditors and other authorized representatives (such Persons, “Representatives”) reasonable access during regular business hours to the offices, properties, books and recordsrecords of the Acquired Companies, (b) furnish to Parent and shall furnish Buyer with its Affiliates and their respective Representatives such financial, operating and other human resources data and other information with respect relating to the Company and its Subsidiaries, Acquired Companies as Buyer, through its officers, employees or agents, such Persons may reasonably request, and (c) instruct the Representatives of the Acquired Companies to reasonably cooperate with Parent and its Affiliates and their respective Representatives in their investigation of the Acquired Companies. In exercising its rights hereunderAny request for data or other information, Buyer any request for access or cooperation or any investigation pursuant to this Section 5.02 shall conduct itself so be made or conducted in such manner as not to (i) interfere in unreasonably with the conduct of the business of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that Acquired Companies, (ii) result in the loss or reduction of any contact by Buyer and its agents and representatives with officers, employees, customers or agents attorney-client privilege of the Company Acquired Companies, (iii) violate any confidentiality agreement prohibiting the disclosure thereof or (iv) violate any Applicable Law; provided that Parent, Merger Sub and its Subsidiaries hereunder the Acquired Companies shall be arranged and supervised by representatives of Sellercooperate in good faith to develop substitute arrangements, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth extent reasonably possible, that do not result in the loss or reduction of such privilege, breach of such agreement or violation of such Applicable Law. No investigation by Parent, its Affiliates or any of their respective Representatives or other information received by Parent, its Affiliates or any of their respective Representatives shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Thermo hereunder. Nothing in this AgreementSection 5.02 shall entitle Parent, neither Seller nor Merger Sub or any of its their respective Affiliates (including or Representatives to contact any third party doing business with the Company Acquired Companies or access the offices, properties, books or records of any such third party other than in the ordinary course of Parent’s and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its ’ business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business consistent with past practice and not in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including with the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and its Subsidiariestransactions contemplated by this Agreement.

Access to Information. I represent and warrant to the Company that: (a) Subject to Section 4.4 hereofI have carefully reviewed and understand the risks of, until and other considerations relating to, the earlier exchange of the Closing or Shares, including the termination risks of this Agreementtotal loss in the event the Company's business is unsuccessful. (b) I and my investment advisors, Seller shall cause its officersif any, directors, employees and other agents to afford the officers, directors, employees and other agents of Buyer reasonable access during normal business hours to the officers, directors, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and their books and records, and shall furnish Buyer with such financial, operating and other data and information with respect have been furnished all materials relating to the Company and its Subsidiariesproposed activities and anything which they have requested and have been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any representations about the Company. (c) The Company has answered all inquiries that I and my investment advisors, as Buyerif any, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not have put to interfere in the conduct of the business of it concerning the Company and its Subsidiaries prior proposed activities and the Plan and exchange for the Shares. (d) Neither I nor my investment advisors, if any, have been furnished any offering literature other than the documents attached as exhibits thereto and I and my investment advisors, if any, have relied only on the information contained in such exhibits and the information, as described in subparagraphs (b) and (c) above, furnished or made available to Closingthem by the Company. Buyer acknowledges <PAGE> (e) I am acquiring the Shares for my own account, as principal, for investment purposes only and agrees not with a view to the resale of distribution of all or any part of such Shares, and that I have no present intention, agreement or arrangement to divide my participation with others or to resell, transfer or otherwise dispose of all or any contact by Buyer and its agents and representatives with officers, employees, customers or agents part of the Company Shares subscribed for unless and its Subsidiaries hereunder shall be arranged until I determine, at some future date, that changed circumstances, not in contemplation at the time of this exchange, makes such disposition advisable; (f) I, the undersigned, if on behalf of a corporation, partnership, trust, or other form of business entity, affirm that: it is authorized and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect duly qualified to any specific contact. Notwithstanding anything to purchase and hold Shares in the contrary Company; recognize that the information under the caption as set forth in this Agreement, neither Seller nor (a) above related to investments by an individual and does not address the federal income tax consequences of an investment by any of the aforementioned entities and have obtained such additional tax advice that I have deemed necessary; such entity has its Affiliates principal place of business as set forth below; and such entity has not been formed for the specific purpose of acquiring Shares in the Company. (including g) I have adequate means of providing for my current needs and personal contingencies and have no need for liquidity in this investment; and (h) The information provided by the Company is confidential and its Subsidiaries) non-public and I agree that all such information shall be required kept in confidence by it and neither used by it to disclose its personal benefit (other than in connection with its exchange for the Shares) nor disclosed to Buyer or any agent or representative thereof third party for any reason; provided, however, that this obligation shall not apply to any such information which (i) information is part of the public knowledge or literature and readily accessible at the date hereof; (Aii) becomes part of the public knowledge or literature and readily accessible by publication (except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation a result of the Company or its business in connection therewith, including projections, financial or other information relating thereto a breach of these provisions); or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiariesiii) is a party or is subject or which it believes received from third parties (except those parties who disclose such information in good faith could result in a loss violation of the ability to successfully assert a claim of privilege (including any confidentiality agreements including, without limitation, any Exchange Agreement they may have with the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and its SubsidiariesCompany). 10.

Access to Information. (a) Subject to Section 4.4 hereof, until Between the earlier date of this Agreement and the Closing or Date, Sellers will, to the termination of this Agreementfullest extent permitted by Law, Seller shall cause the BGH Entities and the BPL Entities to, during ordinary business hours and upon reasonable notice, (i) give Buyer and its officers, directors, employees and other agents to afford the officers, directors, employees and other agents of Buyer Representatives reasonable access during normal business hours to the officersbooks, directorsrecords, employees, agents, propertiescontracts, offices and other facilities and properties of the Company BGH Entities and its Subsidiaries and the BPL Entities (provided that Sellers or their books and recordsdesignee(s) may, and shall 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, financial and operating data and other data and information with respect to the Company BGH Entities and its Subsidiaries, BPL Entities as Buyer, through its officers, employees or agents, Buyer may from time to time reasonably request. In exercising its rights hereunder, (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 (iv) access to Representatives of the BGH Entities and BPL Entities; provided, however, that (A) any such access or activities shall conduct itself so be conducted in such a manner as not to interfere unreasonably with the operation of any of the BGH Entities and BPL Entities, (B) none of Sellers or any of the BGH Entities or BPL Entities shall be unreasonably required to prepare special records, reports, analysis or other information that they do not prepare in the conduct ordinary course of business, (C) none of Sellers or any of the business of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers BGH Entities or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) BPL Entities shall be required to disclose to Buyer or take any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation action that would constitute a waiver of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client privilege, and work product privileges(D) or (ii) consolidated, combined, unitary or similar Tax Return none of which Seller Sellers or any of its Affiliates (other than the Company BGH Entities or BPL Entities shall be required to supply Buyer with any of its Subsidiaries) is the common parent or any other information relating that such entities shall be legally prohibited to Taxes or Tax Returns other than information relating solely to the Company and its Subsidiariessupply.

Access to Information. (a) Subject to Section 4.4 hereofDuring the Pre-Closing Period, until the earlier of the Closing or the termination of this Agreement, Seller Company shall (and shall cause its officers, directors, employees and other agents to each Subsidiary to) afford the officers, directorsattorneys, employees accountants, tax advisors, lenders and other agents authorized representatives of the Buyer reasonable access upon reasonable notice and during normal business hours to all personnel, offices, properties and Books and Records of the officersAcquired Companies and, directorsduring such period, employeesthe Company will and will cause its Subsidiaries to permit the Buyer to make abstracts from, agentsor copies of, all such Books and Records and to furnish such other information that relates to the business, properties, offices financial condition, operations and other facilities personnel of the Acquired Companies as Buyer may from time to time reasonably request, other than (i) as prohibited by applicable Law or the provisions of any Contract to which an Acquired Company and its Subsidiaries and their books and recordsis a party on the date hereof, and shall furnish Buyer with or (ii) any such financialproperties, operating and other data books, contracts, records and information that are subject to an attorney-client or other legal privilege that would be forfeited by such disclosure; provided that the Acquired Companies shall use commercially reasonable efforts to provide such information in a manner that does not violate any such Law or provision or forfeit such privilege; provided, further, that, for the avoidance of doubt, such access does not unreasonably interfere with the normal operations of the Acquired Companies. The access afforded pursuant to the foregoing sentence will be for any reasonable business purpose, including with respect to matters relating to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct anticipated integration of the business of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Acquired Companies with Buyer and its agents Affiliates following the Closing, matters relating to personnel evaluation, work relating to purchase accounting under GAAP, information technology systems strategies and representatives potential third party administrator analysis. All requests for access or information pursuant to this ‎Section 6.02 will be directed to Xxxxx Xxxxxx or such other Person or Persons as the Company or Seller will designate (the “Designated Contacts”). Other than with officersthe consent of the Designated Contacts (not to be unreasonably withheld, conditioned or delayed), Buyer is not authorized to and will not (and will cause its employees, customers agents, Representatives and subsidiaries not to) contact any supplier or agents customer of an Acquired Company prior to the Company and Closing other than in the Ordinary Course of Business of Buyer or its Subsidiaries hereunder shall be arranged and supervised by representatives of Selleremployees, unless Seller otherwise expressly consents agents, Representatives or subsidiaries with respect to any specific contact. Notwithstanding anything matters unrelated to the contrary set forth in transactions contemplated by this Agreement and without disclosing or referencing any information required to kept confidential pursuant to this Agreement; provided, neither Seller nor any of its Affiliates (including however, that, if requested by Buyer, the Company shall introduce the Buyer to the customers and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates suppliers of the Acquired Companies for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation purpose of facilitating post-Closing integration of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including the Company Acquired Companies and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss their businesses into that of the ability to successfully assert Buyer so long as Buyer provides a claim of privilege (including without limitationDesignated Contact with reasonable advance notice and an opportunity to, the attorney-client and work product privileges) or (ii) consolidatedif desired, combined, unitary or similar Tax Return of which Seller or participate in any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and its Subsidiariessuch discussions.

Access to Information. (a) Subject to Section 4.4 hereof, From the date hereof until the earlier of Effective Time and subject to applicable Law and the Closing or the termination of this Confidentiality Agreement, Seller the Company shall cause (i) give to Parent, its officerscounsel, directorsfinancial advisors, employees auditors and other agents to afford the officers, directors, employees and other agents of Buyer authorized representatives reasonable access during normal business hours to the officers, directors, employees, agentsoffices, properties, offices books and records of the Company and 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, (iii) give Parent and other authorized representatives access to the facilities of the Company and its Subsidiaries for the purpose of conducting Phase I environmental site assessments and, to the extent such site assessments reasonably recommend further environmental investigations, such further environmental investigations, including Phase II environmental site assessments (in the case of such further environmental investigations, to the extent reasonably necessary in connection with any financing of the transactions contemplated by this Agreement and their books and recordsto the extent permitted by the terms of any lease agreement relating to any such facility), and shall furnish Buyer with such financial(iv) instruct its employees, operating counsel, financial advisors, auditors and other data and information authorized representatives to cooperate with respect Parent in its investigation. Any investigation pursuant to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer this Section shall conduct itself so be conducted in such manner as not to interfere in unreasonably with the conduct of the business of the Company and its Subsidiaries prior Subsidiaries. Notwithstanding the foregoing, no such Person shall have access to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents personnel records of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale individual performance or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewithrecords, including projections, financial medical histories or other employee information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including which, in the Company and its Subsidiaries) is a party or is subject or which it believes in Company’s good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitationopinion, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return disclosure of which Seller or any of its Affiliates (other than would subject the Company or any of its Subsidiaries) is the common parent Subsidiaries to liability. No information or knowledge obtained in any other information relating investigation pursuant to Taxes this Section shall affect or Tax Returns other than information relating solely be deemed to the Company and its Subsidiariesmodify any representation or warranty made by any party hereunder.

Access to Information. (a) Subject to Section 4.4 hereofThe Company shall, until the earlier of the Closing or the termination of this Agreement, Seller and shall cause its officersSubsidiaries, directorson the one hand, employees and Merger Partner and Merger Partner Equityholder shall, and shall cause the Merger Partner’s Subsidiaries, on the other agents hand, to afford to the officersother Party and to its respective Representatives, directorsreasonable access, employees and other agents of Buyer reasonable access during normal business hours and subject to bona fide policies and procedures established by the officersother Party (including in response to COVID-19), directorsduring the Interim Period, employeesin such manner as to not interfere with Merger Partner’s and its Subsidiaries’ or the Company’s or the SpinCo Business’s (as applicable) normal operations, agents, the properties, offices the SpinCo Business Records and other facilities appropriate senior-level employees of Merger Partner and the Merger Partner Subsidiaries or the Company and its Subsidiaries (related to the SpinCo Business), including the SpinCo Entities (as applicable), as such Party and their books its Representatives may reasonably request for the purposes of integration planning and preparing for the operation of SpinCo and the Surviving Entity post-Closing; provided that (a) such investigation shall only be upon reasonable notice and at the sole cost and expense of the investigating Party, (b) no Party or its Representatives shall be permitted to perform any environmental testing or sampling, including sampling of soil, groundwater, surface water, building materials, or air or wastewater emissions without the prior written consent of the other applicable Party, (c) no Party or its Representatives shall be entitled to access any employee-related or employee benefit-related files or records of another Party, including individual performance or evaluation records, medical histories, workers compensation records, drug testing results, or other sensitive personal information and (d) nothing in this Section 7.6 shall furnish Buyer require any Party to permit any inspection or disclose any information to any other Party that (i) would unreasonably interfere with such financial, operating and other data and information with respect to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct of such Party’s business or result in damage to property (other than immaterial damage), except with 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 business of attorney-client privilege or other disclosure privilege or protection to such Party (provided that the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees Party that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller would otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose information to Buyer the other shall take any and all reasonable action necessary to permit such disclosure without such loss of privilege or any agent violation of agreement, policy, Law or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewithother restriction, including projections, financial 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 relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and its Subsidiariesby each Party).

Access to Information. (a) Subject to Section 4.4 hereof, During the period from the Agreement Date and continuing until the earlier of the Closing or the termination of this AgreementAgreement and the Effective Time, Seller upon reasonable notice, (i) the Company shall cause afford Buyer and its officers, directors, employees and other agents to afford the officers, directors, employees and other agents of Buyer Representatives reasonable access to the properties, personnel, books, Contracts and records (other than client and customer records) of the Company and each of its Subsidiaries during normal business hours (in a manner so as to not unreasonably interfere with the normal business operations of any Acquired Company); and (ii) the Company shall provide to Buyer and its Representatives correct and complete copies of the Company’s and each of its Subsidiaries’ Tax Returns and work papers relating to Taxes; provided, that no such access (or related activities or investigations) shall include any environmental or other intrusive or subsurface sampling, testing, investigation or analysis; provided, further that the Company may restrict or otherwise prohibit access to any documents or information to the officersextent that (1) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information; (2) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, directorswork product doctrine or other privilege applicable to such documents or information; (3) access would, employeesin light of Outbreak Measures, agents, properties, offices jeopardize the health and other facilities safety of any officer or employee of the Company; (4) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Subsidiaries Affiliates, on the one hand, and their books Buyer and its Affiliates, on the other hand, or (5) any documents specifically concerning the transactions contemplated by this Agreement or the sale process relating to such transactions. In such event, the Company shall give notice to Buyer of the fact that it is withholding such information or documents and thereafter the Company shall reasonably cooperate with Buyer to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (1) through (5). Notwithstanding the foregoing, the Company shall provide Buyer and its Representatives reasonable access to client and customer records, but only in accordance with the terms of the Clean Team Agreement. All of such information contemplated hereunder shall be treated as confidential information pursuant to the terms of the Confidentiality Agreement and shall furnish the Clean Team Agreement, as applicable, the provisions of which are incorporated herein by reference. The Company may elect to limit, or cause any Acquired Company to limit, based on advice of counsel that disclosure of the applicable information would be in violation of Contract or if the Acquired Company reasonably determines that the applicable information is competitively sensitive, disclosure of such information to certain Persons designated as a “clean team” by Buyer with such financial, operating and other data and information with respect pursuant to the Clean Team Agreement (which Persons must be reasonably acceptable to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct of the business of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything pursuant to the contrary set forth in this Clean Team Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and its Subsidiaries).

Access to Information. From and after the date of this Agreement until the Closing Date, each Seller shall (and shall request its accountants and environmental consultants to), and Chemtura shall cause the Chinese Joint Venture (and shall request its accountants and environmental consultants) to, afford to the Purchaser and its accountants, counsel and other Representatives reasonable access, upon reasonable notice during normal business hours, to all the personnel, properties, books, contracts, commitments, Tax Returns and records of the Business that relate to the Assets (but not including Tax Returns in respect of income generated by such Assets) and during such period shall furnish to the Purchaser any information of the Business relating to (and then only to the extent relating to) the Assets which is reasonably available to the Sellers or the Chinese Joint Venture as the Purchaser may reasonably request; provided that nothing herein will obligate any Seller or the Chinese Joint Venture to (a) Subject to Section 4.4 hereof, until take any actions that would unreasonably interrupt the earlier normal course of the Closing or the termination of this Agreement, Seller shall cause its officers, directors, employees and other agents to afford the officers, directors, employees and other agents of Buyer reasonable access during normal business hours to the officers, directors, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and their books and records, and shall furnish Buyer with such financial, operating and other data and information with respect to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct of the business of the Company Business (including conducting, or permitting the Purchaser to conduct, any environmental sampling or testing) or (b) violate any Law or the terms of any Contract to which any Seller or the Chinese Joint Venture or any Affiliate of any Seller is a party or to which any assets of any Seller or the Chinese Joint Venture or any Affiliate of any Seller are subject, and provided, further, that if any particular document or other item containing information to which the Purchaser has the right of access pursuant to this Section 6.1 contains both (y) information related to the Business and (z) other information, then the applicable Seller or the Chinese Joint Venture may, at its Subsidiaries prior option, either (i) provide a copy of such document or item to Closing. Buyer acknowledges the Purchaser subject to the Purchaser’s obligations contained herein to keep such other information confidential or (ii) redact (with reasonable promptness) such document or item and agrees provide the Purchaser with access to such redacted form of document or item (which redacted form of document or item shall incorporate all information that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect Purchaser has the right to any specific contactaccess pursuant to this Section 6.1). Notwithstanding anything to the contrary set forth contained in this AgreementSection 6.1, neither Seller nor nothing in this Section 6.1 shall require any of its Affiliates (including the Company and its Subsidiaries) shall be required party to disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or provide any other party with books and records or information relating to Taxes or Tax Returns other than information relating solely to the Company and its Subsidiariesthat constitute Privileged Documents.

Access to Information. (a) Subject to Section 4.4 hereof, until During the period from the execution of this Agreement through the earlier of the Closing or the termination of this AgreementAgreement pursuant to its terms or the Effective Time, Seller shall the Company will, and will cause each Company Subsidiary and Nonprofit Organization to, afford representatives of Acquiror and its officers, directors, employees and other agents to afford the officers, directors, employees and other agents of Buyer financing sources reasonable access during normal business hours to the officers, directors, employees, agentsagents and representatives of the Company, propertiesthe Company Subsidiaries and the Nonprofit Organizations and to all of their respective properties (including without limitation, offices access for the purpose of (i) performing any non-intrusive environmental procedures, investigations or studies, or taking other non-intrusive actions related thereto, in connection with obtaining Phase I Environmental Site Assessments for or at the Real Property and (ii) preparing and coordinating programs, objectives and other facilities of the Company and its Subsidiaries and their books and records, and shall furnish Buyer with such financial, operating and other data and information with respect related to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct integration of the business of the Company with the business of Acquiror and its Affiliates following consummation of the Cash Merger), and will furnish, within a reasonable time, to Acquiror all information (including extracts and copies of books, records, contracts and other documents, including 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) concerning the operations and business of the Company, any Company Subsidiary or any Nonprofit Organization, including access to their respective personnel as Acquiror may reasonably request. In conducting any inspection of any properties of the Company, the Company Subsidiaries prior to Closingor the Nonprofit Organizations, neither Acquiror nor any of its representatives will (A) interfere with the business of the Company, any Company Subsidiary or any Nonprofit Organization conducted at such property, or (B) damage any property or any portion thereof. Buyer The Company acknowledges and agrees that Acquiror will be permitted to contact and have discussions with any contact by Buyer vendors, suppliers, tenants and subtenants; provided that Acquiror provides the Company with reasonable advance notice of its agents and representatives with officers, employees, customers or agents intention to take any of the foregoing actions and Acquiror agrees to use its reasonable best efforts not to unreasonably interfere with the business of the Company, any Company Subsidiary or any Nonprofit Organization in taking any of the foregoing actions. The Company and its Subsidiaries hereunder shall be arranged and supervised Acquiror will each promptly provide the other copies of all filings made by representatives of Seller, unless Seller otherwise expressly consents such party with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business Governmental Entity in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including with this Agreement and the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and its Subsidiariestransactions contemplated hereby.

Access to Information. (a) Subject During the Interim Period, Parent shall use its commercially reasonable efforts to Section 4.4 hereofcause to be provided to the Buyer and its Representatives access to the premises, until the earlier of the Closing or the termination of this Agreementproperties, Seller shall cause its officers, directorssenior executives, employees and officers and the records and books of account and information Related to the Agility Business and the Sellers’ material operations Related to the Agility Business, in each case, as reasonably requested by the Buyer or its Representatives and to the extent such information is readily available to the Sellers or could be readily obtained without any material interference with the business or the operations of Parent’s, UBM’s or any Seller’s business or the operations Related to the Agility Business, in each case, other agents than provision of access to afford such documents or information (x) that, as determined in good faith (after consultation with counsel) either Parent or UBM believes it or any Seller is prohibited from providing to the officersBuyer by reason of applicable Law or (y) that constitutes a waiver of, directorsor allows access to, employees information protected by attorney/client privilege; provided, however, that (A) Parent shall use its commercially reasonable efforts to cause the sharing of any portion of information protected from disclosure pursuant to clause (x) or (y) of this Section 6.1 in a manner so as to preserve any applicable privilege or compliance with the Law and other agents (B) Parent will, to extent not prohibited by Law, use commercially reasonable efforts to cause the provision of notice to the Buyer reasonable of such information being withheld and the reason therefor; provided, further, that such access (1) shall be conducted at the Buyer’s expense, as applicable, during normal business hours to and under the officers, directors, employees, agents, properties, offices and other facilities supervision of the Company personnel of Parent, UBM and its Subsidiaries the applicable Seller, (2) does not materially disrupt the normal operations of Parent, UBM or any Seller and their books and records(3) shall comply with all applicable Laws, and shall furnish Buyer with such financialincluding those regarding the exchange of competitively sensitive information. Notwithstanding anything contained herein, operating and other data and information with respect to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not be permitted during the Interim Period to interfere in the conduct of the business of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that contact any contact by Buyer and its agents and representatives with officersvendors, employees, customers or agents suppliers of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of UBM, any Seller, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any Governmental Entities (except (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewithwith applications for Permits or Filings required to be made prior to the Closing under this Agreement and, including projectionsin such case, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any only in accordance with the terms of its Affiliates (including the Company this Agreement and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidatedsuch contacts made in the ordinary course of business and not related to the transactions contemplated by this Agreement) regarding the operations of UBM or any Seller, combinedwithout receiving prior written consent from Parent, unitary such consent not to be unreasonably delayed, conditioned or similar Tax Return withheld. Prior to receiving any access to the premises, properties, senior executives, employees and officers and the records and books of which Seller account and information of UBM or any of its Affiliates (other than the Company Sellers), the Buyer shall be required to enter into a confidentiality agreement, in form and substance substantially similar to the Non-Disclosure Agreement, pursuant to which the Buyer agrees to keep, and cause its Representatives to keep, confidential any information, regarding UBM or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns Affiliates (other than information relating solely the Sellers), that it receives pursuant to the Company and its SubsidiariesSections 6.1(a) or (b).

Access to Information. (a) Subject to Section 4.4 hereof, until Between the earlier date of this Agreement and the Closing or the termination of this AgreementDate, Seller shall cause will, at reasonable times and upon reasonable notice: (i) give Buyer and its officers, directors, employees and other agents to afford the officers, directors, employees and other agents of Buyer Representatives reasonable access during normal business hours to the officersits managerial personnel and to all books, directorsrecords, employeesplans, agents, propertiesequipment, offices and other facilities of and properties constituting the Company and its Subsidiaries and their books and records, and shall Purchased Assets; (ii) furnish Buyer with such financial, financial and operating data and other data and information with respect to the Company and its Subsidiaries, Purchased Assets as Buyer, through its officers, employees or agents, Buyer may from time to time reasonably request. In exercising , and permit Buyer to make such reasonable Inspections thereof as Buyer may request; (iii) furnish Buyer at its rights hereunderrequest a copy of each material report, Buyer shall conduct itself so as not to interfere in the conduct of the business of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial schedule or other information relating thereto or (B) if doing so could violate any Contract or Law to which document filed by Seller or any of its Affiliates with respect to the Purchased Assets with the SEC, FERC, NJDEP, NJBPU or any other Governmental Authority; and (including iv) furnish Buyer with all such other information as shall be reasonably necessary to enable Buyer to verify the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss accuracy of the ability representations and warranties of Seller contained in this Agreement; provided, however, that (A) any such inspections and investigations shall be conducted in such a manner as not to successfully assert interfere unreasonably with the operation of the Purchased Assets, (B) Seller shall not be required to take any action which would constitute a claim waiver of privilege (including without limitation, the attorney-client privilege, and work product privileges(C) or (ii) consolidated, combined, unitary or similar Tax Return of Seller need not supply Buyer with any information which Seller is under a legal or contractual obligation not to supply. Notwithstanding anything in this Section 6.2 to the contrary, Seller will only furnish or provide such access to Transferring Employee Records and will not furnish or provide access to other employee personnel records or medical information unless required by law or specifically authorized by the affected employee, nor shall Buyer have the right to administer to any of its Affiliates (Seller's employees any skills, aptitudes, psychological profile, or other than employment related test. Buyer shall not have the Company right to perform or conduct any of its Subsidiaries) is environmental sampling or testing at, in, on, or underneath the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and its SubsidiariesPurchased Assets.

Access to Information. Before the Closing Date, Purchaser shall be entitled, through its officers, employees and representatives (a) Subject including its legal advisors and accountants), to Section 4.4 hereof, until the earlier make such investigation of the Closing properties, businesses and operations of the Company and the Subsidiaries and such examination of the books and records of the Company and the Subsidiaries as it reasonably requests and to make extracts and copies of such books and records; provided, that such examination shall not include (i) information that, if provided to Purchaser, would violate applicable Law, the LLC Agreement or the termination organizational documents of any of the Subsidiaries, (ii) bids, letters of intent, expressions of interest, or other proposals received from others in connection with the transactions contemplated by this AgreementAgreement or otherwise and information and analyses relating to such communications, (iii) any information, the disclosure of which would jeopardize any legal privilege available to Seller, the Company or any of their respective Affiliates relating to such information or would cause Seller, the Company or any of their respective Affiliates to breach a confidentiality obligation by which it is bound or (iv) any of Seller’s internal valuations of the industry of the Company and the Subsidiaries, the Company, the Subsidiaries or the Membership Interest. Any such investigation and examination shall be conducted during regular business hours and under commercially reasonable circumstances and shall be subject to restrictions under applicable Law. Seller shall, and shall cause the Company and the officers, employees, consultants, agents, accountants, attorneys and other representatives of the Company and the Subsidiaries to, cooperate with Purchaser and Purchaser’s representatives in connection with such investigation and examination, and Purchaser and its representatives shall cooperate with Seller, the Company and its representatives and shall use their commercially reasonable efforts to minimize any disruption to the business of Seller, the Company or any of the Subsidiaries. Purchaser agrees to abide by any safety rules or rules of conduct reasonably imposed by Seller, the Company or the operator of such properties, as the case may be, with respect to Purchaser’s access and any information furnished to Purchaser or its representatives pursuant to this Section 7.1. Purchaser shall indemnify, defend and hold harmless Seller, the Company, the Subsidiaries and their respective officers, directors, employees and other agents from and against any and all Losses asserted against or suffered by them relating to, resulting from, or arising out of, examinations or inspections made by Purchaser or its representatives pursuant to afford the officersthis Section 7.1, directors, employees and other agents of Buyer reasonable access during normal business hours except to the officersextent such Losses relate to, directorsresult from or arise out of, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and their books and records, and shall furnish Buyer with such financial, operating and other data and information with respect to the Company and its Subsidiaries, as Buyer, through its officers, employees gross negligence or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct of the business of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives willful misconduct of Seller, unless Seller otherwise expressly consents with respect to the Company or any specific contactof the Subsidiaries. Notwithstanding anything to the contrary set forth in this Agreementcontained herein, neither Seller nor before the Closing, without the prior written consent of Seller, which may be withheld for any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any reason, (i) information (A) except as already provided to BuyerPurchaser shall not contact any suppliers to, relating to any sale or divestiture process conducted by Seller or its Affiliates for customers of, the Company or its business or Seller’s or its Affiliates’ (Company, the Subsidiaries or their representatives’) evaluation of the Company or its business in connection therewithrespective Affiliates, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary Purchaser shall have no right to perform invasive or similar Tax Return subsurface investigations of which Seller the properties or any facilities of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and its Subsidiaries.

Access to Information. (a) Subject to applicable Law and without limiting Section 4.4 hereof6.13, during the period from the date of this Agreement until the earlier of the Closing or Effective Time and the termination of this AgreementAgreement in accordance with Section 8.01 (the “Pre-Closing Period”), Seller solely for purposes of furthering the Transactions or integration planning relating thereto, on reasonable advance notice to the Company, the Company shall, and shall cause the Company Subsidiaries to, provide Parent and its officersAffiliates, directors, employees and other agents to afford the officers, directors, employees its and other agents of Buyer their Representatives with reasonable access during the Company’s normal business hours to the officers, directors, employees, agents, Company’s properties, offices books, contracts, commitments, personnel, and other facilities records; provided that any such access (i) shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and its Subsidiaries and their books and records, and shall furnish Buyer with in such financial, operating and other data and information with respect to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so a manner as not to unreasonably interfere in with the conduct normal operation of the business of the Company or any Company Subsidiary or create material risk of damage or destruction to any material asset or property and its Subsidiaries prior (ii) may be reasonably and in good faith limited by the Company to Closing. Buyer acknowledges comply with any applicable COVID-19 Measure and agrees to ensure that such access, in light of COVID-19 or any contact by Buyer COVID-19 Measure, does not jeopardize the health and its agents and representatives with officers, employees, customers or agents safety of any of the Company and its Subsidiaries hereunder Company’s Representatives or commercial partners. Any such access shall be arranged subject to the Company’s reasonable security measures and supervised by representatives insurance requirements and shall not include invasive testing or sampling of Sellersoil, unless Seller otherwise expressly consents with respect sediment, groundwater, building material, vapor, air, or any other environmental media. Nothing in this Agreement shall require the Company to disclose or provide access to any specific contact. Notwithstanding anything to the contrary set forth in this Agreementinformation if such disclosure would, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) information determined after consultation with outside legal counsel, (A) except as already provided to Buyer, relating to jeopardize any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial attorney-client or other information relating thereto legal privilege or (B) if doing so could violate contravene any applicable Law, fiduciary duty or the confidentiality provisions of any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any Company Subsidiary is a party; provided, further, that the Company may, in its sole discretion, require that information be disclosed subject to execution of its Subsidiaries) is the common parent or any other information relating a joint defense agreement in customary form, and disclosure may be limited to Taxes or Tax Returns other than information relating solely external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Law. Notwithstanding the foregoing, the Company shall use commercially reasonable efforts to provide Parent with access to the requested information in a manner that would not contravene clauses (A) and its Subsidiaries(B) of this Section 5.01(a).

Access to Information. (a) Subject to applicable Laws and without in any way limiting the generality of the undertakings in Section 4.4 hereof6.18, until during the period commencing on the date hereof and ending on the earlier of (i) the Closing or Date and (ii) the termination of date on which this AgreementAgreement is terminated pursuant to Section 9.1, the Seller and the Company, upon reasonable notice, shall cause its officers, directors, employees and other agents to afford the officers, directors, employees and other agents Authorized Representatives of Buyer reasonable the Purchaser access during normal business hours to the officers, directors, employees, agentssuch offices, properties, offices books and other facilities records of the Company relating to the Company and its Subsidiaries such financial and their books operating data and recordsother information relating to the Company as such Authorized Representatives may reasonably request, and shall furnish Buyer with allow the Authorized Representatives to make copies of, such financialinformation and documentation (including Contracts, operating books and other data and information records of the Company), as the Purchaser may reasonably request with respect to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in for the conduct purpose of verifying the accuracy of the business of representations and warranties made by the Company in Article IV and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives compliance with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary covenants set forth in this AgreementArticle VI, neither Seller nor and for any other purpose reasonably requested by the Purchaser, which may include, if reasonably requested, the purpose of its Affiliates (including planning the integration of the Company into the Purchaser’s business operations and shall instruct the employees, counsel and financial advisors of Seller and Seller’s Affiliates to cooperate with the Purchaser in its Subsidiaries) investigation of the Company; provided that such access shall be required to disclose to Buyer or any agent or representative thereof any not unreasonably disrupt the operations of the Company; and provided further that the foregoing shall not require the Company (i) information (A) except as already provided to Buyerpermit any inspection, relating or to disclose any sale or divestiture process conducted by Seller or its Affiliates for information, that in the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation reasonable judgment of the Company would result in the disclosure of any trade secret or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller applicable Laws (including antitrust laws of the United States) or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability obligations with respect to successfully assert a claim of privilege (including without limitationconfidentiality, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return to disclose any privileged information of which Seller or any of its Affiliates (other than the Company in a manner that is reasonably expected to result in the loss of such privilege, or (iii) to permit or allow the Authorized Representatives of the Purchaser to conduct any invasive environmental sampling, including, but not limited to, the collection of its Subsidiaries) is the common parent soil, groundwater, surface water, or any other information relating building material samples. All requests made pursuant to Taxes or Tax Returns other than information relating solely this Section 6.1 shall be directed to the Company and its Subsidiariesexecutive officer or other Person designated by the Seller in writing to the Purchaser on the date hereof, or as such Person may be changed thereafter by written notice to the Purchaser.

Access to Information. Prior to the Closing Date, Purchaser, its Affiliates, partners and sources of financing shall be entitled, through its or their officers, employees and representatives (a) Subject including its or their legal advisors and accountants), to Section 4.4 hereof, until the earlier make such investigation of any and all of the Closing premises, properties, Stations, Contracts, businesses and operations of the Companies and the Subsidiaries and such examination of the books and records of the Companies and the Subsidiaries as Purchaser reasonably requests and to make extracts and copies of such books and records, including, for purposes of assisting Purchaser with its transition planning, with respect to the accounting systems used to process business transactions (including general ledger, accounts payable, payroll, fixed assets, program rights and operating systems); provided, that such examination shall not include (i) bids, letters of intent, expressions of interest, or other proposals received from others in connection with the termination transactions contemplated by this Agreement or otherwise and information and analyses relating to such communications, or (ii) any information, the disclosure of this Agreementwhich would jeopardize any legal privilege available to Seller, the Companies or any of their respective Affiliates relating to such information or would cause Seller, the Companies or any of their respective Affiliates to breach a confidentiality obligation by which it is bound. Furthermore, Seller shall cause the Companies and the Subsidiaries to provide access to the premises and property and to provide assistance, at Purchaser’s cost and expense for reasonable documented out-of-pocket expenses, as reasonably requested by Purchaser prior to Closing to assist Purchaser in implementing the systems necessary to perform all activities listed on Schedule 5.4(b) of the Disclosure Schedules under “Seller-Level Assets Used in the Operation of the Business” by Closing. Any such investigation, access, assistance and examination shall be conducted during regular business hours and under commercially reasonable circumstances and shall be subject to restrictions under applicable Law. Seller shall, and shall cause the Companies and their respective officers, employees, consultants, agents, accountants, attorneys and other representatives of the Companies and the Subsidiaries to, cooperate with Purchaser and Purchaser’s representatives in connection with such investigation, access, assistance and examination, and Purchaser and its representatives shall cooperate with Seller, the Companies and their respective representatives and shall use their commercially reasonable efforts to minimize any disruption to the business of Seller, the Companies or the Subsidiaries. Purchaser agrees to abide by any safety rules or rules of conduct reasonably imposed by Seller, the Companies or the operator of such properties, as the case may be, with respect to Purchaser’s access and any information furnished to Purchaser, its Affiliates, partners and sources of financing or its and their representatives pursuant to this Section 7.1. Purchaser shall indemnify, defend and hold harmless Seller, the Companies and the Subsidiaries and their respective officers, directors, employees and other agents from and against any and all Losses asserted against or suffered by them relating to, resulting from, or arising out of, examinations, access or assistance or inspections made by Purchaser, its Affiliates, partners and sources of financing or its and their representatives pursuant to afford the officersthis Section 7.1, directors, employees and other agents of Buyer reasonable access during normal business hours except to the officersextent such Losses relate to, directorsresult from or arise out of, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and their books and records, and shall furnish Buyer with such financial, operating and other data and information with respect to the Company and its Subsidiaries, as Buyer, through its officers, employees gross negligence or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct of the business of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives willful misconduct of Seller, unless Seller otherwise expressly consents with respect to any specific contactthe Companies or the Subsidiaries. Notwithstanding anything to the contrary set forth in this Agreementcontained herein, neither Seller nor prior to the Closing, without the prior written consent of Seller, which may be withheld for any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any reason, (i) information (A) except as already provided to BuyerPurchaser shall not contact any suppliers to, relating to any sale or divestiture process conducted by Seller or its Affiliates for customers of, the Company or its business or Seller’s or its Affiliates’ (Companies, the Subsidiaries or their representatives’) evaluation of the Company or its business in connection therewithrespective Affiliates, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary Purchaser shall have no right to perform invasive or similar Tax Return subsurface investigations of which Seller the properties or facilities of any of its Affiliates (other than the Company Companies or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and its Subsidiaries.

Access to Information. (a) Subject to Section 4.4 hereof, until During the period from the execution of this Agreement through the earlier of the Closing or (I) the termination of this AgreementAgreement pursuant to its terms and (II) the Closing, Seller shall cause its officersthe Company to, directorssubject to restrictions imposed from time to time upon advice of counsel respecting the provision of privileged communications or competitively sensitive information and to any applicable confidentiality agreement in force as of the date hereof, employees and other agents afford representatives of Purchaser, following notice from Purchaser to afford the officersSeller in accordance with this SECTION 5.3, directors, employees and other agents of Buyer reasonable access during normal business hours to the officers, directors, employees, agents, properties, offices and other all facilities of the Company and its Subsidiaries and their books and records, and shall furnish Buyer with such financial, operating and other data and information with respect to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably requestCompany. In exercising conducting any inspection of any facilities of the Company, neither Purchaser nor any of its rights hereunderrepresentatives shall (i) contact or have any discussions with any of the Company's employees, Buyer shall conduct itself so as not to customers, agents or representatives, unless in each case Purchaser obtains the prior written consent of Seller, (ii) interfere in the conduct of with the business of the Company and its Subsidiaries conducted at such facility, (iii) damage any property or any portion thereof located at any facility, (iv) perform any procedure or investigation (including any environmental investigation or study) or (v) have access to or review a Consolidated or Combined Return without Seller's prior to Closing. Buyer acknowledges and agrees written consent; provided, however, that in no such event shall any contact by Buyer and its agents and representatives with officers, employees, customers environmental investigation or agents of the Company and its Subsidiaries hereunder study shall be arranged allowed to the extent involving testing or sampling of environmental media or building materials. Purchaser shall schedule and supervised by coordinate all inspections with Seller and shall give Seller at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Purchaser or its representatives of Seller, unless Seller otherwise expressly consents with respect intend to any specific contactconduct. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its SubsidiariesCompany) shall be required to disclose to Buyer Purchaser or any agent or representative thereof of its representatives any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business (except with respect to the Company's transfer to Seller of Wildseed and the Wildseed business prior to the date hereof) or Seller’s 's or its Affiliates’ ' (or their representatives’') evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract contract in existence as of the date of this Agreement or Law to which Seller or any of its Affiliates (including the Company and its SubsidiariesCompany) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including including, without limitation, the attorney-client and work work-product privileges) or (ii) consolidated, combined, unitary any Consolidated or similar Tax Combined Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns in each case other than information to the extent relating solely to the Company and its SubsidiariesCompany.

Access to Information. (aa)During the Interim Period, the Seller and the Company shall provide the Buyer and its Representatives (including the R&W Insurer and its Representatives) Subject with access to Section 4.4 hereofinformation regarding the Company Entities and their material operations, until in each case, as reasonably requested by the earlier 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 Closing or the termination of this AgreementBuyer’s expense, Seller shall cause its officers, directors, employees and other agents to afford the officers, directors, employees and other agents of Buyer reasonable access during normal business hours and under the supervision of personnel of the Seller 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 officers, directors, employees, agents, properties, offices and other facilities terms of the Company 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 Subsidiaries terms. The Seller and their books and records, and shall furnish Buyer with such financial, operating and other data and information with respect to the Company shall instruct the Representatives of the Seller and the Company to cooperate with the Buyer in its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably requestinvestigation of the Company. In exercising its rights hereunder, The Buyer shall conduct itself so as not be permitted during the Interim Period to interfere in the conduct of the business of the contact any Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officersEntity’s vendors, employees, customers or agents 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 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 and its Subsidiaries hereunder shall be arranged and supervised by representatives of Entity without receiving prior written consent from the Seller, unless . The Seller otherwise expressly consents will reasonably cooperate with respect to the transfer of any specific contactPermits or notifications required pursuant to any Permits in connection with the Transaction. Notwithstanding anything Subject to the contrary set forth in other terms of this AgreementAgreement and compliance with all applicable Laws, neither Seller nor any of its Affiliates (including the Company Parties shall cooperate to develop a mutually agreeable post-signing communications plan regarding customers, suppliers and its Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation employees of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company and its SubsidiariesCompany.

Access to Information. From the date hereof until the Effective Time, upon reasonable prior written notice, during regular business hours and subject to Applicable Law and the Confidentiality Agreement dated October 29, 2008 between the Company and Parent, as amended on November 5, 2008 (the “Confidentiality Agreement”), the Company shall (a) Subject to Section 4.4 hereofgive Parent, until the earlier of the Closing or the termination of this Agreementits counsel, Seller shall cause its officersfinancial advisors, directors, employees auditors and other agents to afford the officers, directors, employees and other agents of Buyer authorized representatives reasonable access during normal business hours to the officers, directors, employees, agentsoffices, properties, offices books and other facilities records of the Company and its Subsidiaries (including access to perform physical examinations and their books to take radiation samples) as Parent may reasonably request, (b) furnish to Parent, its counsel, financial advisors, auditors and recordsother authorized representatives such financial and operating data and other information as such Persons may reasonably request, and shall furnish Buyer with such financial(c) instruct the management, operating counsel, financial advisors, auditors and other data authorized representatives of the Company and information its Subsidiaries to cooperate with respect to Parent in its reasonable investigation of the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer Any investigation pursuant to this Section shall conduct itself so be conducted in such manner as not to interfere in unreasonably with the conduct of the business of the Company and its Subsidiaries prior Subsidiaries. No information or knowledge obtained by Parent in any investigation pursuant to Closingthis Section shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Buyer acknowledges and agrees Nothing in this Section 7.03 shall require the Company (i) to permit any inspection, or to disclose any information , that any contact by Buyer and its agents and representatives with officers, employees, customers or agents in the reasonable judgment of the Company and its Subsidiaries hereunder shall be arranged and supervised by representatives would result in the disclosure of Seller, unless Seller otherwise expressly consents any trade secrets of Third Parties or violate any of the Company’s obligations with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreementconfidentiality, neither Seller nor any of its Affiliates (including the Company and its Subsidiariesii) shall be required to disclose to Buyer or any agent or representative thereof any (i) privileged information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business Subsidiaries or (iii) to disclose any information the disclosure of which could, in connection therewiththe reasonable judgment of the company, including projectionscause competitive harm to the Company if the transactions contemplated hereby are not consummated. In no event shall the Company be required to supply pursuant to this Section 7.03 to Parent, financial or other Parent’s representatives, any information relating thereto to indications of interest from, or (B) if doing so could violate discussions with, any Contract or Law potential acquirers of the Company, with respect to which Seller Section 7.04 shall apply. All requests for access to the offices or any books and records of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any its Subsidiaries shall be made to such representatives of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company as the Company shall designate, who shall be solely responsible for coordinating all such requests and its Subsidiariesall access permitted hereunder.

Access to Information. (a) Subject to Section 4.4 hereof, From and after the date hereof until the earlier of the Closing Covenant End Date, upon reasonable advance notice, and subject to restrictions contained in any confidentiality agreement to which SPAC or the termination of this Agreementany Group Company is subject, Seller each Group Company shall cause provide to SPAC and its officersRepresentatives, directorsand SPAC shall provide to each Group Company and its Representatives, employees and other agents to afford the officersin each case, directors, employees and other agents of Buyer reasonable access during normal business hours reasonable access to all books and records of the Group Companies or SPAC, as applicable (in a manner so as to not interfere with the normal business operations of such Person). All of such information, and all information provided by any Party prior to the officersdate hereof in connection with the evaluation, directors, employees, agents, properties, offices structuring and other facilities negotiation of the Company and its Subsidiaries and their books and recordsTransactions, and shall furnish Buyer with such financial, operating and other data and information with respect to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct of the business of the Company and its Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged treated as confidential information and supervised will not, except as required by representatives of Sellerapplicable Law or legal process, unless Seller otherwise expressly consents be disclosed by the recipient (other than to its Representatives who need to know such information in connection with respect parties’ efforts to consummate the Transactions) in any specific contactmanner whatsoever and will not be used by the recipient for any purpose other than seeking to consummate the Transactions. Notwithstanding anything to the contrary set forth in this Agreement, during the period from the date hereof until the Covenant End Date, neither Seller the Company nor any of its Affiliates (including the Company and Group Companies), nor SPAC nor any of its Subsidiaries) Affiliates shall be required to provide access or to disclose to Buyer information where such access or any agent or representative thereof any disclosure: (ia) information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could would violate any Contract contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) it is a party or is subject or which it believes in good faith reasonably determined upon the advice of counsel could result in a the loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges; (b) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than if the Company or any of its Subsidiaries) is Affiliates, on the common parent one hand, and SPAC or any of its Affiliates, on the other hand, are adverse parties in a litigation and such information relating is reasonably pertinent thereto; (c) if either Party hereto reasonably determines, in light of COVID-19 or COVID-19 Measures, that such access would jeopardize the health and safety of any employee (provided that such Party shall use commercially reasonable efforts to Taxes make appropriate substitute arrangements to permit reasonable access or Tax Returns other than disclosure); or (d) if it reasonably determines upon the advice of counsel that such information relating solely should not be so disclosed due to the Company and its Subsidiariescompetitively sensitive nature.