Common use of Access Clause in Contracts

Access. (a) Subject to applicable Law, from the date hereof until the Closing Date, Sellers (i) shall give Buyer and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject to applicable Law, from Between the date hereof until of this Agreement and the Closing Date, Sellers Seller shall, and shall cause its Subsidiaries, including each Company and each Company Subsidiary and each of their respective Representatives, to, (i) shall give afford Buyer and its Representatives reasonable access access, at all reasonable times during normal business hours hours, to the officeseach Company and each Company Subsidiary's personnel, premises, properties, officers, employees, accountants, auditors, counsel and other representativesContracts, books and records of the Company records, and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwaterother documents and data, (ii) shall furnish to Buyer and its Representatives with copies of all such financialContracts, operating books and property related data records, and other information documents and data as such persons have not previously been furnished to Buyer and as Buyer may reasonably request, and (iii) shall instruct the Company's furnish Buyer and its SubsidiariesRepresentatives with such additional financial, operating, and other data and information as Buyer may reasonably request, but only to the extent such data or information exists or can be generated or produced without disproportionate expense, and (iv) authorize the Companies' employees, counsel and financial advisors independent certified public accountants to cooperate reasonably with permit Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject independent actuaries, auditors, tax consultants and certified public accountants to examine all accounting records and working papers pertaining to the provisions of the Confidentiality AgreementFinancial Statements and Statutory Statements. In addition, notwithstanding No investigation pursuant to this Section 5.3 shall affect or be deemed to modify any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld representation or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunderSeller. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study Any investigation pursuant to this Section 7.4(b)(ii) or Section 7.4(b)(iii), 5.3 shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so such manner as not to interfere unreasonably with the use conduct of the Acquired Real Property by Sellers. (b) From and after business of Seller, the Closing DateCompanies or the Company Subsidiaries. Notwithstanding the foregoing, Sellers Buyer shall give Buyer and Buyer's Representatives reasonable not have access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and personnel records of Sellers pertaining the Companies and the Company Subsidiaries relating to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and medical histories or other information pertaining the disclosure of which would subject Seller, any Company or any Company Subsidiary to liability. The foregoing shall not require Seller or any Company to permit any inspection, or to disclose any information, that in the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each reasonable judgment of their Affiliates to, cooperate with Buyer as may Seller would reasonably be requested by Buyer for purposes expected to result in the disclosure of (i) enabling an independent accounting firm selected by Buyer any trade secrets of third parties or violate any of its obligations with respect to conduct an audit of confidentiality if Seller or such Company, as the Businesscase may be, including access shall have used reasonable efforts to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with obtain the consent of the Company, which consent such third party to such inspection or disclosure. All requests for information made pursuant to this Section 5.3 shall not be unreasonably withheld directed to an executive officer of Seller or delayed, any study of the condition Company or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access such other Persons as may be requested and used for such purposedesignated by Seller. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject to applicable Law, from At all times during the date hereof period commencing with the execution and delivery of this Agreement and continuing until the Closing Dateearlier to occur of the termination of this Agreement pursuant to Article IX and the Appointment Time, Sellers (i) the Company shall give Buyer afford Parent and its Representatives accountants, legal counsel and other representatives reasonable access during normal business hours hours, upon reasonable notice, to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records and personnel of the Company to enable Parent to obtain all information concerning the Leased Real Property, the Assets and the businesses of the Company and its Subsidiaries, including the status of product development efforts, properties, results of operations and personnel of the Company, as Parent may reasonably request; provided, however, that Buyer's inspection no information or knowledge obtained by Parent in any investigation conducted pursuant to this Section 7.6 shall affect or be deemed to modify or waive (i) any right of Sellers' properties shall not, without the consent Parent with respect to any representation or warranty of the CompanyCompany or a Subsidiary set forth herein, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject any condition to the provisions obligations of Parent and Merger Sub to consummate the Confidentiality Agreement. In additiontransactions contemplated hereby, notwithstanding any provision including the Offer and the Merger, or the remedies available to the parties hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 7.6. Notwithstanding the foregoing, the Company shall not be required to provide Parent or any of its accountants, legal counsel or other representatives with access to such properties, books and records or personnel of the Company to the contraryextent that the provision of such access could reasonably be expected to (A) result in the waiver of an attorney-client or other privilege, Buyer shall, with (B) result in the prior consent unauthorized disclosure or misappropriation of any of the Company, which consent shall not be unreasonably withheld ’s Trade Secrets or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate (C) result in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use breach of the Acquired Real Property Company’s non-disclosure obligations, whether by SellersContract or otherwise, to another Person. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours Notwithstanding anything herein to the officescontrary, facilitiesParent and its agents, plants, properties, officers, employees, books contractors and records representatives shall not have the right of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer entering upon Leased Real Property for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Businessmaking any inspections, including access to evaluations, surveys or tests without the Company's independent auditors' working papers pertaining ’s prior written approval (not to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld withheld, conditioned or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose). (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject to applicable Law, from Patheon shall provide the date hereof until the Closing Date, Sellers (i) shall give Buyer and its Representatives Client with reasonable access during normal business hours at mutually agreeable times to its Manufacturing Site in which the officesProduct is manufactured, propertiesstored, officers, employees, accountants, auditors, counsel handled or shipped in order to permit the Client's verification of Patheon's compliance with the Patheon Manufacturing Responsibilities and other representatives, books and records with all applicable Laws. Patheon agrees to permit the Client to review Patheon’s standard operating procedures for the manufacture of the Company Product and its Subsidiaries; providedthose associated with the general facilities, howeverequipment, that Buyer's or procedures required for compliance with cGMPs or DEA requirements. For greater certainty, the right of access provided in this Section 7.5 shall not include a right to access or inspect Patheon’s financial records. Patheon shall [ * ] obtain the right for the Client to have similar inspection rights with respect to all third party suppliers used by Patheon to provide the Components. If deficiencies are found by the Client during the course of Sellers' properties shall notsuch inspections, without the consent parties will promptly meet to discuss and resolve them, and the Client will be entitled to make reasonable follow up inspections to monitor correction of the Company, which consent deficiencies. Patheon shall not be unreasonably withheld or delayed, include notify the environmental sampling Client of any environmental mediainspections by, including airor communications with, soil, surface water or groundwater, (ii) any governmental agency involving the Product. Patheon shall furnish to Buyer and its Representatives such financial, operating and property related data and other the Client all material information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates supplied to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Businessor supplied by, including access to the Company's independent auditors' working papers pertaining to the Business such regulatory Authority or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, third party supplier to the extent that Sellers retain such report relates to Product, or the ability of Patheon to supply such Product, within three (3) Business Days of their receipt of such information or delivery of such information, as the case may be. Patheon will promptly correct any Liabilities with respect to deficiencies noted by governmental agencies in any such itemsinspections. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, the Acquired Assets or Assumed Liabilities. Buyer shallMARKED BY BRACKETS, and shall cause each of its Affiliates toHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, cooperate with Sellers as may reasonably be requested by Sellers for such purposesAS AMENDED.

Access. (a) Subject to applicable Law, from the date hereof Upon execution of this Agreement until the Closing Date, Sellers (i) subject to the limitations expressly set forth in this Agreement, Seller shall give Buyer provide Purchaser and its Representatives reasonable access during to the Assets operated by Seller or any of its Affiliates and access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the officesterms of this Agreement, propertiesall investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, officersrisk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, employeesexpenses, accountants, auditors, counsel and or the obligation to undertake any liability or other representatives, books and records obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the Company and its Subsidiariessame; provided, however, that Buyer's inspection Seller shall have no liability to Purchaser (or otherwise be in breach of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwaterthis agreement) for failure to obtain such operator’s permission, (ii) shall furnish obtain a waiver of confidentiality obligations owed to Buyer any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and its Representatives such financial, operating and property related data and other information as such persons reasonably requestaccess the Records, and (iii) shall instruct grant any access to which Seller has the Company's and authority to grant without breaching any restriction binding on Seller. Seller or its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company designee shall have the right to participate in such negotiations accompany Purchaser and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-its Representatives whenever they are on site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or on the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject During the Pre-Closing Period and subject to applicable LawLaw and Section 5.11(b), from Seller shall, and shall cause the date hereof until the Closing DateSold Companies to, Sellers (i) shall give afford to Buyer and its Representatives authorized Representatives, reasonable access during normal business hours and upon prior reasonable written notice to Seller, to the officesofficers, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company Sold Companies as Buyer reasonably requests in connection with its efforts to consummate the transactions contemplated by this Agreement; provided, that such access does not interfere with the normal business operations of Seller or the Sold Companies. In connection with any such access, Buyer and its SubsidiariesRepresentatives shall cooperate with Seller and the Sold Companies and shall use their commercially reasonable efforts to minimize any disruption to the business. Notwithstanding anything to the contrary in this Agreement, Seller and the Sold Companies shall not be required to disclose any information to Buyer if such disclosure would be reasonably likely to jeopardize any attorney-client privilege or conflict with any confidentiality obligations to which Seller or any of the Sold Companies is bound; provided, however, that Seller shall and shall cause the Sold Companies to, take commercially reasonable efforts to obtain a waiver of any such confidentiality obligations upon Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent ’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not be unreasonably withheld require any of Seller or delayedthe Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, include except as otherwise expressly provided in Section 5.6, during the environmental sampling of any environmental media, including air, soil, surface water or groundwaterPre-Closing Period, (iii) shall furnish to Buyer and its Representatives shall not contact or communicate with the employees, customers, suppliers, independent contractors, landlords, lessors, banks and or other business relations of the Sold Companies in connection with, or relating in any way to, the transactions contemplated hereby, without the prior written consent of Seller (such financialconsent not to be unreasonably withheld, operating and property related data and other information as such persons reasonably requestconditioned or delayed), and (iiiii) Buyer shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors have no right to cooperate reasonably with Buyer in its investigation perform invasive or subsurface investigations of the business properties or facilities of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with Sold Companies without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject Prior to applicable Lawthe Closing, from the date hereof until the Closing DateCompany shall, Sellers (i) and shall cause its Subsidiaries to, give Buyer RSI and its Representatives reasonable access VANTAS and their respective officers, employees, representatives, counsel financing sources and accountants and their respective counsel, auditors and authorized representatives full access, during normal business hours and upon reasonable notice, to the officespersonnel, properties, officersfinancial statements, employeescontracts, accountantsbooks, auditorsrecords, counsel working papers and other representatives, books and records relevant information pertaining thereto of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties Subsidiaries and shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and use commercially reasonable efforts to cause, its Subsidiaries' employees, counsel counsel, auditors and financial advisors to cooperate reasonably with Buyer RSI and VANTAS in its their preparation of any rating agency presentation materials, private placement prospectus or offering memorandum, syndication book or similar marketing materials ("Financing Materials") in connection with a transaction to sell securities of the Company in connection with the HQ Merger or obtain a credit facility to finance VANTAS's obligations pursuant to the UK Agreement and RSI's obligations pursuant to the Stock Purchase Agreement and in their investigation of the business of the Company and its Subsidiaries. All such , including by furnishing copies of data or information shall be provided subject pertaining to the provisions business of the Confidentiality Agreement. In addition, notwithstanding any provision Company and its Subsidiaries on a confidential basis for purposes of the Confidentiality Agreement to the contrary, Buyer shalldue diligence or, with the prior consent written approval of the Company, which consent shall approval will not be unreasonably withheld withheld, for inclusion in any Financing Materials in connection with a transaction to sell securities of the Company in connection with the HQ Merger or delayed, have the right obtain a bank credit facility to contact and negotiate directly with Sellerfinance VANTAS's joint venturers and other partners, parties obligations pursuant to the Assumed Contracts UK Agreement and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at BuyerRSI's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study obligations pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its RepresentativesStock Purchase Agreement. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours Prior to the officesClosing, facilitiesthe Company shall, plantsand shall cause its Subsidiaries, propertiesofficers and employees to, furnish to RSI and VANTAS and their respective officers, employees, books representatives, counsel and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer accountants such financial, technical, tax and operating data and other information pertaining with respect to the Business business, properties and assets of the Company and its Subsidiaries as Buyer's Representatives RSI and VANTAS or any such person shall from time to time reasonably request request, and to discuss such information with such Representatives. Sellers the Company shall, and shall cause each of their Affiliates its Subsidiaries, directors, officers and employees to, cooperate with, and the Company shall request its independent public accountants and independent legal counsel to cooperate with, RSI and VANTAS and their respective officers, employees, representatives, counsel and accountants so as to enable VANTAS to be kept fully informed with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access respect to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertakingbusiness, with the consent assets, financial condition, results of operations and prospects of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject Prior to applicable Lawthe Closing, from the date hereof until the Closing DateCompanies shall, Sellers (i) and shall cause their respective Subsidiaries to, give Buyer VANTAS and its Representatives reasonable access respective officers, employees, representatives, counsel financing sources and accountants and their respective counsel, auditors and authorized representatives full access, during normal business hours and upon reasonable notice, to the officespersonnel, properties, officersfinancial statements, contracts, books, records, working papers and other relevant information pertaining thereto each of the Companies and their respective Subsidiaries and shall request and use commercially reasonable efforts to cause their respective employees, accountantscounsel, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel auditors and financial advisors to cooperate reasonably with Buyer VANTAS in its their preparation of any rating agency presentation materials, private placement prospectus or offering memorandum, syndication book or similar marketing materials ("Financing Materials") in connection with a transaction to sell securities of HQ in connection with the HQ Merger or obtain a credit facility to finance VANTAS' obligations pursuant to this Agreement and RSI's obligations pursuant to the Stock Purchase Agreement and in their investigation of the business businesses of each of the Company Companies and its Subsidiaries. All such their respective Subsidiaries on a consolidated basis, including by furnishing copies of data or information shall be provided subject pertaining to the provisions businesses of the Confidentiality Agreement. In addition, notwithstanding any provision Companies and their respective Subsidiaries for purposes of the Confidentiality Agreement to the contrary, Buyer shalldue diligence or, with the prior consent written approval of the CompanyCarrAmerica, which consent shall approval will not be unreasonably withheld reasonably withheld, for inclusion in any Financing Materials in connection with a transaction to sell securities of HQ in connection with the HQ Merger or delayed, have the right obtain a bank credit facility to contact finance VANTAS's obligations pursuant to this Agreement and negotiate directly with SellerRSI's joint venturers and other partners, parties obligations pursuant to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed LiabilitiesStock Purchase Agreement. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours Prior to the officesClosing, facilitiesthe Companies shall, plantsand shall cause their respective Subsidiaries, propertiesofficers and employees to, furnish to VANTAS and its respective officers, employees, books representatives, counsel and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer accountants such financial, technical, tax and operating data and other information pertaining with respect to the Business business, properties and assets of each of the Companies and their respective Subsidiaries as Buyer's Representatives VANTAS or any such person shall from time to time reasonably request request, and to discuss such information with such Representatives. Sellers the Companies shall, and shall cause each of their Affiliates respective Subsidiaries, directors, officers and employees to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Businesswith, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may Companies shall request their respective independent public accountants and independent legal counsel to cooperate with, VANTAS and its respective officers, employees, representatives, counsel and accountants so as to enable VANTAS to be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities kept fully informed with respect to such itemsthe business, assets, financial condition, results of operations and prospects of the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesCompanies.

Access. (a) Subject to applicable Law, from From and after the date hereof Execution Date until the Closing Date, Sellers (i) shall give Buyer and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records or earlier termination of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided this Agreement but subject to the provisions of the Confidentiality Agreement. In additionSection 3.4(b)) and upon obtaining any required consents of Non-Parties, notwithstanding any provision including Non-Party operators of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders Assets (with respect to any Acquired which consents Seller shall use its commercially reasonable efforts to obtain), Seller shall afford to Buyer and its authorized representatives (“Buyer’s Representatives”) reasonable access, during normal business hours, to the Assets, including the Records, and personnel knowledgeable with respect to the Assets or Assumed Liabilities. The Company (it being agreed that during Buyer’s Representatives’ access to such personnel, Seller shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's requesthave a designated representative of Seller be present), in any such negotiationseach case, upon written notice to Seller. It is acknowledged All investigations and understood that no investigation due diligence conducted by Buyer or other information received by Buyer any Buyer’s Representative shall operate as a waiver or otherwise affect any representationbe conducted at Buyer’s sole risk, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), cost and expense and shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably compliance with the use terms of the Acquired Real Property by Sellersany applicable Leases, Surface Contracts and Contracts. (b) From Buyer shall abide by Seller’s and after the Closing Dateany Non-Party operator’s safety rules, Sellers shall give Buyer regulations and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit policies while conducting its due diligence evaluation of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessmentor other inspection or assessment of the Assets. Buyer does hereby RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS each of the operators of the Assets and the Seller Group from and against any and all Claims arising out of, resulting from or relating to any field visit, environmental assessment or other due diligence activity conducted by Buyer or any Buyer’s Representative with respect to the Assets. Such Indemnity Obligations of Buyer shall apply even if such Claims arise out of or result from the sole, joint or concurrent negligence, strict liability or other fault of any such operator or a member of the Seller Group; provided, (i) as to any such operator, the aforesaid Indemnity Obligations shall not apply to any Claim to the extent actually resulting on account of the willful misconduct of any operator or member of the Seller Group and (iiiii) undertaking as to any study relating member of the Seller Group, the aforesaid Indemnity Obligations shall not apply to Sellers' compliance with Laws, including Environmental Laws; and any Claim to the Company acknowledges that information extent actually resulting on account of the willful misconduct of any operator or access may be requested and used for such purposemember of the Seller Group. (c) From and after During all periods that Buyer and/or any of the Closing DateBuyer’s Representatives are on the premises of the Assets prior to Closing, Buyer shall give Sellers maintain, at its sole expense and Sellers' Representative reasonable access during normal business hours with insurers reasonably satisfactory to Seller, which shall include the books insurers set forth on Schedule 3.4(c), policies of insurance of types and records pertaining in amounts sufficient to cover the Excluded Assets obligations and Excluded Liabilities andof Buyer under this Section 3.4. Coverage under all insurance required to be carried by Buyer under this Section 3.4(c) will (i) be primary insurance, (ii) list the members of the Seller Group and the Non-Party operators as additional insureds, (iii) waive subrogation against the members of the Seller Group and (iv) provide for not less than 15 Days prior notice to Seller in the extent that Sellers retain any Liabilities with respect event of cancellation or modification of the policy or reduction in coverage. Upon request by Seller, Buyer shall provide evidence of such insurance to such items, Seller prior to entering the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposeslands underlying the Assets.

Access. Landlord or Landlord’s agents shall have the right to enter the Premises at all reasonable times and, except in the case of emergency, on not less than forty-eight (a48) Subject hours prior written notice to applicable LawTenant, from to examine the date hereof until the Closing Date, Sellers (i) shall give Buyer same and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records show them to prospective purchasers of the Company building, and its Subsidiariesto make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way ▇▇▇▇▇ while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, that Buyer's inspection of Sellers' properties shall notLandlord diligently pursues such repairs, without alterations, improvements or additions. During the consent six (6) month period prior to the expiration of the Companyterm of this Lease or any renewal term, which consent unless Tenant shall not be unreasonably withheld have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably requestpurchasers, and (iii) place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall instruct permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the Company's and its Subsidiaries' employeescare, counsel and financial advisors to cooperate reasonably with Buyer in its investigation maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business of the Company and its Subsidiarieshours prior to any entry. All such information shall be provided Landlord acknowledges that Tenant is a health care provider subject to the provisions Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the Confidentiality Agreementprivacy of its patients. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and Landlord agrees to cooperate use commercially reasonable efforts to avoid contact with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer confidential patient records or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including when access to the Company's independent auditors' working papers pertaining to Premises by Landlord is permitted hereunder, and Landlord shall be accompanied by an agent or employee of Tenant when entering the Business or the Assets; (ii) undertaking, Premises in accordance with the consent terms of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purposethis Lease. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject During the Pre-Closing Period, the Purchaser will have the right to applicable Lawconduct, from the date hereof until the Closing Date, Sellers (i) shall give Buyer and its Representatives reasonable access during normal business hours to and upon reasonable prior notice, such inspections as it may reasonably require for purposes of obtaining the officesFinancing, propertiesobtaining requisite Consents and Governmental Approvals, officers, employees, accountants, auditors, counsel monitoring the business and other representatives, books and records affairs of the Company and otherwise completing the transactions contemplated hereby with respect to the Company and its Subsidiaries; providedbusiness, howeverincluding all operational, that Buyer's inspection of Sellers' properties legal, regulatory and financial matters relating to the Company and its business. During the Pre-Closing Period, the Company shall not, without permit the consent Purchaser and its representatives to (i) inspect all of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwaterforegoing, (ii) have reasonable access to the officers and employees of the Company with the prior written consent of Seller (which discussions shall furnish not be deemed by the Company to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, be a violation of any confidentiality agreement) and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation request additional information concerning all of the business foregoing, and the Company will, and will use commercially reasonable efforts to cause such officers, employees and other Persons to, reasonably cooperate with such inspections, and promptly respond to any requests for additional information. All of the Company and its Subsidiaries. All such information requirements of this Section 6.2(a) shall be provided subject to: (A) any prohibitions or limitations of applicable Law, (B) the terms of any Contract entered into prior to the provisions of date hereof to which Seller or the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement Company is a party to the contrary, Buyer shall, extent compliance with this Section 6.2(a) would reasonably be expected to violate the prior consent terms of such Contract (it being agreed that the Seller and the Company shall use its reasonable efforts to comply with this Section 6.2(a) in a manner that does not cause such violation or prohibition) and (C) any restrictions which the Company reasonably believes upon the advice of outside counsel are necessary to preserve the attorney-client privilege of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after During the Pre-Closing DatePeriod, Sellers shall give Buyer and Buyer's Representatives reasonable access the Company will have the right to conduct, during normal business hours and upon reasonable prior notice, such inspections as it may reasonably require for purposes of obtaining requisite Consents and Governmental Approvals, monitoring the business and affairs of Parent and otherwise completing the transactions contemplated hereby with respect to the officesParent Companies and their respective businesses, facilitiesincluding all operational, plantslegal, properties, officers, employees, books regulatory and records of Sellers pertaining financial matters relating to the BusinessParent Companies and their respective businesses. During the Pre-Closing Period, Parent shall and shall cause its Subsidiaries to, permit the Company and its representatives to (i) inspect all of the foregoing, (ii) have reasonable access to the officers and employees of such entity with the prior written consent of Parent or its Subsidiaries, as applicable (which discussions shall not be deemed by Parent or the Purchaser to be a violation of any confidentiality agreement) and (iii) request additional information concerning all of the foregoing, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers Parent shall, and shall use commercially reasonable efforts to cause each of their Affiliates such officers, employees and other Persons to, reasonably cooperate with Buyer as may reasonably be requested by Buyer such inspections, and promptly respond to any requests for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit additional information hereunder. All of the Businessrequirements of this Section 6.2(b) shall be subject to: (A) any prohibitions or limitations of applicable Law, including access (B) the terms of any Contract entered into prior to the Company's independent auditors' working papers pertaining date hereof to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Parent Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, is a party to the extent that Sellers retain any Liabilities compliance with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may this Section 6.2(b) would reasonably be requested by Sellers for expected to violate the terms of such purposesContract (it being agreed that Parent and the Purchaser shall use their reasonable efforts to comply with this Section 6.2(b) in a manner that does not cause such violation or prohibition) and (C) any restrictions which Parent reasonably believes upon the advice of outside counsel are necessary to preserve the attorney-client privilege of any Purchaser Company.

Access. (a) Subject to applicable Law, During the period from the date hereof until of this Agreement to the Closing Dateor the prior termination of this Agreement pursuant to Section 8.1, Sellers (i) shall give Buyer and its Representatives counsel, accountants, financial advisors, potential financial sources, employees, agents and other authorized representatives (the “Buyer Representatives”) shall be given reasonable access during normal business hours and upon reasonable prior notice to the officesfacilities, properties, officers, employees, accountants, auditors, counsel and other representativespersonnel, books and records (including, without limitation, Tax records) of the Company NOARK Group, Seller and its SubsidiariesAffiliates for the purpose of conducting an investigation of their financial condition, status, Business, employment matters, properties and assets; provided, however, that Buyer's inspection (i) Buyer and the Buyer Representatives will not request information, or otherwise contact, any officer, director or employee of Sellers' properties shall notSeller, without the consent or Seller’s Affiliates, or of any member of the CompanyNOARK Group without arranging such contact with any of the individuals listed on Schedule 1.1(C), which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, and (ii) such investigation shall furnish be conducted in a manner that does not unreasonably interfere with the normal operations of the NOARK Group. Additionally, Buyer Representatives shall have from the date of this Agreement to the Closing Date or the prior termination of this Agreement pursuant to Section 8.1 the opportunity to conduct further environmental reviews during regular business hours in such manner as not to unreasonably interfere with normal operations of the NOARK Group and, in each case, with at least forty-eight (48) hours advanced written notice to Seller, provided, however, that Buyer shall have no right to perform, whether itself or through any third parties, any invasive soil or groundwater tests, or any other invasive environmental assessments in respect to any member of the NOARK Group and their respective assets without prior consent of Seller. Seller and the NOARK Group will cause their respective counsel, accountants, financial advisors, employees, agents and other authorized representatives (the “Seller Representatives”) to be available to Buyer and its the Buyer Representatives at all reasonable times during normal business hours and upon reasonable prior notice for such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiariespurposes. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company Seller shall have the right to participate in such negotiations and agrees to cooperate with Buyer, have a Seller Representative present at Buyer's request, in all times during any such negotiationsinspections, interviews and examinations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representationAdditionally, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates the Buyer Representatives to, hold in confidence all such information provided or made available to Buyer or the Buyer Representatives pursuant to this Section 5.8 on the terms and subject to the conditions contained in the Confidentiality Agreement. (b) Notwithstanding the foregoing, Buyer shall have no right of access to, and Seller shall have no obligation to provide to Buyer, information relating to (i) bids received from others in connection with the transactions contemplated by this Agreement (or similar transactions) and information and analyses (including financial analyses) relating to such bids; (ii) any information the disclosure of which would jeopardize any privilege available to Seller, Seller Parent, any member of the NOARK Group or any of Seller’s Affiliates relating to such information or would cause Seller, Seller Parent, any member of the NOARK Group or any of Seller’s Affiliates to breach a confidentiality obligation; or (iii) any information the disclosure of which would result in a violation of Law. Notwithstanding the foregoing, Seller shall provide Buyer with appropriate substitute disclosure arrangements under circumstances in which the restriction of the preceding sentence apply. Buyer and Seller shall cooperate to ensure that the provision of access hereunder to Buyer and the Buyer Representatives shall comply in all respects with Sellers the FERC’s Standards of Conduct for Transmission Providers set forth in 18 C.F.R. Part 358, et seq. (c) Buyer shall indemnify the Seller Indemnified Parties and their respective representatives, and save them harmless, effective as and from the date hereof, from and against any Damages that they or any of them may reasonably suffer or incur, or that may be requested by Sellers made or brought against any of them, as a result of, in respect of, or arising out of any injury to the person or property of Buyer or the Buyer Representatives as a result of, or in connection with any site visits or inspections of the assets or properties of any Seller Indemnified Party. THE INDEMNIFICATION PROVISIONS IN THIS SECTION 5.8 SHALL BE ENFORCEABLE REGARDLESS OF WHETHER ANY PERSON (INCLUDING THE PERSON FROM WHOM INDEMNIFICATION IS SOUGHT) ALLEGES OR PROVES THE SOLE, CONCURRENT, CONTRIBUTORY OR COMPARATIVE NEGLIGENCE OF THE PERSON SEEKING INDEMNIFICATION OR THE SOLE OR CONCURRENT STRICT LIABILITY IMPOSED UPON THE PERSON SEEKING INDEMNIFICATION. (d) Promptly after the date of this Agreement, Seller shall request from each Person that made an Acquisition Proposal that such Person return to the NOARK Group or, if provided for in the relevant confidentiality agreement with such purposesPerson, destroy any and all confidential information relating to the NOARK Group previously furnished to such Person.

Access. (a) Subject From and after the Execution Date until Closing or termination of this Agreement, Seller shall, or shall cause the Companies to applicable Law, from the date hereof until the Closing Date, Sellers afford to Purchaser (i) shall give Buyer and any of its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, agents, accountants, auditorsattorneys, counsel and investment bankers, landmen, consultants or other representativesdesignated representatives (collectively, “Purchaser’s Representatives”)), reasonable access to the Companies’ and, to the extent related to the Companies or the Company Assets, Seller’s, books and records (including the Company Records), in each case, in the possession or control of the Companies or their Affiliates, and, solely for the purpose of Purchaser’s due diligence investigation of the Company Assets, but only to the extent that Seller or the Companies, as applicable, may do so without violating any confidentiality or other obligations to any third Person or waiving any right to any legal privilege (provided that Seller shall use commercially reasonable efforts to request and its Subsidiaries; obtain any consents or waivers necessary for Purchaser and Purchaser’s Representatives to gain such access, provided, howeverfurther, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent Seller shall not be unreasonably withheld obligated to expend any monies or delayed, include incur any Damages). Seller shall use its commercially reasonable efforts to provide Purchaser and/or Purchaser’s Representatives with reasonable access to the environmental sampling representatives of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct Ridgewood for the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its purposes of Purchaser’s due diligence investigation of the business of the Company and its SubsidiariesAssets. All such information access by Purchaser shall be provided subject limited to Seller’s or the provisions of the Confidentiality Agreement. In additionCompanies’ or Ridgewood’s normal business hours, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), Purchaser’s review shall be conducted in the presence of Sellers a manner that minimizes interference with Seller’s or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersAffiliates’ or Ridgewood’s businesses. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of Purchaser acknowledges that (i) enabling an independent accounting firm selected by Buyer neither Seller nor the Companies are able to conduct an audit of the Business, including provide physical access to the Company's independent auditors' working papers pertaining to the Business or the Assets; Company Assets and (ii) undertakingSeller and its Affiliates cannot cause Ridgewood to have discussions with Purchaser or Purchaser’s Representatives. Notwithstanding the foregoing, Seller shall use commercially reasonable efforts to provide Purchaser access to the Company Assets, and Purchaser acknowledges that it may be required to enter into indemnity, bonding or other similar agreements with the consent applicable operator of any Company Assets. All inspections pursuant to this Section 6.1 shall (subject to Section 6.2(b)) be conducted at Purchaser’s sole cost, risk and expense, and any conclusions made from any such investigation done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Purchaser agrees to comply with (and to cause Purchaser’s Representatives to comply with) the Companyrules, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; regulations and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; instructions issued by Seller and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such itemsits Affiliates, the Acquired Assets Companies or Assumed Liabilities. Buyer shallRidgewood, as applicable, regarding the actions of Purchaser (and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesPurchaser’s Representatives) in conducting any inspection pursuant to this Section 6.1.

Access. (a) Subject to applicable Law, from the date hereof until the Closing Date, Sellers (i) For purposes of furthering the transactions contemplated hereby, Seller shall give Buyer afford Buyer, and its Representatives Affiliates and its and their respective officers, directors, managers, equity owners, members, employees, accountants, consultants, legal counsel bankers, advisors, representatives and authorized agents (collectively, “Representatives”), reasonable access during normal business hours upon reasonable advance notice to Seller, throughout the officesperiod from the Execution Date until the earlier of the termination of this Agreement and the date that is two years after the Closing Date, to Seller’s personnel, properties, officerscontracts, employees, accountants, auditors, counsel and other representativescommitments, books and records and such other information concerning the business, properties and personnel of the Company and its SubsidiariesBusiness as Buyer may reasonably request; provided, however, provided that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent Seller shall not be unreasonably withheld obligated to provide or delayedgive access to any minutes of meetings or resolutions of Seller’s board of directors (or similar governing body) or any committees thereof or any other business records or reports of or communication with any of its advisors relating to the evaluation or negotiation of this Agreement or the transactions contemplated hereby or any alternatives thereto. Notwithstanding anything to the contrary contained in this Section 7(c), include any document, correspondence or information or other access provided pursuant to this Section 7(c) may be redacted or otherwise limited to prevent disclosure of information concerning the environmental sampling valuation of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer Seller and/or the Business and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation purchase of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilitiesother similarly confidential or competitively sensitive information. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study All access pursuant to this Section 7.4(b)(ii7(c) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so such a manner as not to interfere unreasonably with the use normal operations of the Acquired Real Property by SellersSeller. (bii) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers Seller shall, and shall cause each of their its Affiliates to, cooperate provide Buyer with Buyer as may reasonably be requested by Buyer for purposes of full access (iincluding after normal working hours and on non-Business Days and other days on which Seller’s operations are customarily closed) enabling an independent accounting firm selected by Buyer to conduct an audit each of the Business, including access to the Company's independent auditors' working papers pertaining to the Business real properties owned or the Assets; (ii) undertaking, with the consent leased by Seller or any of the Company, its Affiliates at which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; are physically located in order to allow Buyer to inspect such tangible Acquired Assets and take Inventory. (iii) undertaking any study relating In order to Sellers' compliance with Lawsfacilitate Seller’s efforts to administer and close the Bankruptcy Case, including Environmental Laws; and for a period of two years following the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing DateClosing, Buyer shall give Sellers permit Seller and Sellers' Representative Seller’s Representatives (collectively, “Permitted Access Parties”) during regular business hours and subject to agreeing to customary confidentiality obligations, with reasonable notice, and subject to reasonable rules and regulations, reasonable access during normal business hours to the financial and other books and records pertaining which comprised part of the Acquired Assets that are required to administer and close the Bankruptcy Case, which access shall include (A) the right of such Permitted Access Parties to copy, at such Permitted Access Parties’ expense, such required documents and records and (B) Buyer’s copying and delivering to the Excluded Assets and Excluded Liabilities andrelevant Permitted Access Parties such documents or records as they require, but only to the extent such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions of the materials to be so copied and applicable Permitted Access Party reimburses Buyer for the reasonable costs and expenses thereof; provided, however, that Sellers retain the foregoing rights of access shall not be exercisable in such a manner as to interfere with the normal operations of Buyer’s business. Notwithstanding anything contained in this Section 7(c) to the contrary, in no event shall Seller have access to any Liabilities information that, based on advice of Buyer’s counsel, could (i) reasonably be expected to create liability under applicable Law, or waive any legal privilege, (ii) result in the discharge of any Trade Secrets of Buyer, its affiliates or any third parties or (iii) violate any obligation of Buyer with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesconfidentiality.

Access. (a) Subject to applicable Law, from the date hereof Upon execution of this Agreement until the Closing Date, Sellers (i) shall give Buyer and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer Purchaser, its Affiliates, and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, each of their respective officers, employees, books agents, accountants, attorneys, investment bankers, environmental consultants, and records other authorized representatives (“Purchaser’s Representatives”) reasonable access to the Records in Sellers’ possession during Sellers’ normal business hours, for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Sellers may do so without (i) violating applicable Laws, (ii) waiving any legal privilege of any Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, or (iii) violating any obligations to any Third Party. Such access shall be granted to Purchaser in the offices of Sellers pertaining to the Businesslocated in Houston, Texas. All investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating expense and other information pertaining to the Business as Buyer's any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from time to time reasonably request Purchaser’s own independent review and to discuss such information with such Representativesjudgment. Sellers shallor its designee shall have no rights to conduct any environmental assessment, sampling or testing of any environmental media on or relating to or on any Asset. If the Closing does not occur, Purchaser (A) shall promptly return to Sellers or destroy all copies of the Records, reports, summaries, evaluations, due diligence memos, and derivative materials related thereto in the possession or control of Purchaser or any of Purchaser’s Representatives and (B) shall keep and shall cause each of their Affiliates Purchaser’s Representatives to keep, any and all information obtained by or on behalf of Purchaser confidential, except, in each case, as otherwise required by Law. (b) Purchaser agrees to indemnify, defend, and hold harmless each member of the Seller Group, the other owners of interests in the Mineral Interests, and all such Persons’ stockholders, members, managers, officers, directors, employees, agents, lenders, advisors, representatives, accountants, attorneys, and consultants from and against any and all Damages (including court costs and reasonable attorneys’ fees), including Damages attributable to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer arising out of, or relating to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business Records or the Assets; any offices of Sellers by Purchaser or any of Purchaser’s Representatives, EVEN IF SUCH CLAIMS, DAMAGES, LIABILITIES, OBLIGATIONS, LOSSES, COSTS, AND EXPENSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (ii) undertakingWHETHER SOLE, with the consent of the CompanyJOINT OR CONCURRENT), which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purposeSTRICT LIABILITY OR OTHER LEGAL FAULT OF ANY MEMBER OF THE SELLER GROUP. (c) From During all periods that Purchaser or any of Purchaser’s Representatives are on Sellers’ premises, Purchaser shall maintain, at its sole expense and after with insurers reasonably satisfactory to Sellers, policies of insurance of the Closing Datetypes and in the amounts reasonably requested by Sellers. Coverage under all insurance required to be carried by Purchaser hereunder shall (i) be primary insurance, Buyer (ii) list the members of the Seller Group as additional insureds, (iii) waive subrogation against the members of the Seller Group, and (iv) provide for five (5) days prior notice to Sellers in the event of cancellation or modification of the policy or reduction in coverage. Upon request by Sellers, Purchaser shall give provide evidence of such insurance to Sellers and Sellers' Representative reasonable access during normal business hours prior to entering the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each premises of any Seller or its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesAffiliates.

Access. (a) Subject to applicable Law, from Between the date hereof until of this Agreement and the Closing DateClosing, Sellers (i) Seller shall give Buyer and to Buyer, its Representatives reasonable access during normal business hours to the officesofficers, properties, officersagents, employees, counsel, accountants, auditors, counsel engineers and other representatives, reasonable access to the premises and books and records relating to the System and, to the extent permitted by Law, cause Seller’s employees to furnish to Buyer such information related to the System as Buyer shall from time to time reasonably request for the purposes of preparing for the transition of the Company System to Buyer or any other reasonable purpose relating to the transactions contemplated by this Agreement, including strand mapping that is performed in an unintrusive manner and its Subsidiariesin a manner that does not affect the operation or performance of the System; provided, however, that Buyer's inspection any such investigation shall be conducted (a) during normal business hours and (b) in such a manner as not to interfere with the operation of Sellers' properties shall notthe System. Notwithstanding the foregoing, (i) no environmental sampling or other testing may be performed without Seller’s prior written consent, which consent may be given or withheld in Seller’s sole discretion, and (ii) Buyer will not contact any employee, independent contractor, customer or supplier of Seller with respect to this Agreement without the prior written consent of the CompanySeller, which consent shall not be unreasonably withheld withheld, provided that the preceding limitation shall not apply to reasonable contacts made by Buyer with independent contractors and suppliers of Seller if such contacts do not interfere with or delayednegatively affect the conduct of the Business or the operation of the System. Buyer agrees to indemnify and hold Seller harmless in full from and against all losses, include the environmental sampling liabilities, damages, costs, assessments, fines, interest, penalties, deficiencies and other obligations and expenses (including customer claims, losses of subscribers, termination of services and reasonable out-of-pocket attorneys’ fees and expenses) (collectively, “Losses”) arising out of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer testing and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation sampling by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by to which Seller hereundermay consent to pursuant to this Section 7.1. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), Losses suffered by Seller as contemplated by the previous sentence shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of not: (i) enabling an independent accounting firm selected constitute a breach by Buyer to conduct an audit Seller of the Businessany of its representations, including access to the Company's independent auditors' working papers pertaining to the Business warranties or the Assetscovenants under this Agreement or any Ancillary Agreement; (ii) undertaking, with cause the consent failure of the Company, which consent shall not any closing condition set forth in Article X to be unreasonably withheld met; or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking cause, or be the basis for, any study relating adjustment to Sellers' compliance with Laws, the Cash Payment set forth in Section 4.3 (including Environmental Laws; and the Company due to any loss of subscribers). Buyer acknowledges that any information or access may be requested and used for such purpose. (c) From and after the Closing Date, made available to Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours pursuant to this Section 7.1 is subject to the books terms of the Non-Disclosure Agreement and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesSection 8.3.

Access. (a) Subject to applicable Lawa. When appropriate, from the date hereof until the Closing Date, Sellers (i) MOTRICITY shall give Buyer and its Representatives have reasonable access to CINGULAR’s premises during normal business hours and at such other times as may be agreed upon by the parties in order to enable MOTRICITY to perform its obligations under this Agreement. MOTRICITY shall coordinate such access with CINGULAR’s designated representative prior to visiting such premises. MOTRICITY insures CINGULAR that only persons employed by MOTRICITY or subcontracted by MOTRICITY will be allowed to enter CINGULAR’s premises. If CINGULAR requests MOTRICITY or its subcontractor to discontinue furnishing any person provided by MOTRICITY or its subcontractor from performing work on CINGULAR’s premises, MOTRICITY shall immediately comply with such request. Such person shall leave CINGULAR’s premises promptly and MOTRICITY shall not furnish such person again to perform work on CINGULAR’s premises without CINGULAR’s written consent. The parties agree that, where required by governmental regulations, it will submit satisfactory clearance from the U.S. Department of Defense and/or other federal, state, or local authorities. b. CINGULAR may require MOTRICITY or its representatives, including employees and subcontractors, to exhibit identification credentials or sign a Nondisclosure Agreement which CINGULAR may issue in order to gain access to CINGULAR’s premises for the performance of Services. If, for any reason, any MOTRICITY representative is no longer performing such Services, MOTRICITY shall immediately inform CINGULAR. Notification shall be followed by the prompt delivery to CINGULAR of the identification credentials, if issued by CINGULAR, or a written statement of the reasons why said identification credentials cannot be returned. c. MOTRICITY shall insure that its representatives, including employees and subcontractors will, while on or off CINGULAR’s premises, perform Services which (i) conform to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwaterSpecifications, (ii) shall furnish to Buyer protect CINGULAR’s Material, buildings, and its Representatives such financialstructures, operating and property related data and other information as such persons reasonably request(iii) do not interfere with CINGULAR’s business operations, and (iiiiv) shall instruct perform such Services with care and due regard for the Company's safety, convenience, and protection of CINGULAR, its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably property and in full conformance with Buyer the policies specified in its investigation the CINGULAR Code of Conduct, which prohibits the business possession of the Company and its Subsidiaries. All such information a weapon or an implement which can be used as a weapon. d. MOTRICITY shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, responsible for insuring that all persons furnished by MOTRICITY work harmoniously with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellersall others when on CINGULAR’s premises. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject to applicable LawSection 6.6, from the date hereof until the Closing Date, Sellers (i) shall give Buyer and its Representatives reasonable access during normal business hours for purposes reasonably related to the officestransactions contemplated by this Agreement, propertiesprior to the last Closing, officersSeller shall afford Buyers, employeestheir financing sources, and their counsel, accountants, auditors, counsel consultants and other representativesrepresentatives such access during reasonable times and at Buyers’ expense to the Stores and Seller Real Property and any landlords therefor, books and records of the Company shall promptly (and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of in any environmental media, including air, soil, surface water or groundwater, (iievent within five business days after a request therefor) shall furnish to Buyer and its Representatives provide such financial, operating and property related data financial and other information as such persons reasonably request, and regarding the Stores (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld including property management system asset listings or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's requestreports), in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate each case as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives Buyers shall from time to time reasonably request and to discuss the extent Seller or an affiliate thereof has such information with such Representatives. Sellers shallunder its control or possession and reasonably available (without the incurrence of significant cost or expense to third parties); provided, and shall cause each of their Affiliates tohowever, cooperate with Buyer as may reasonably be requested by Buyer for purposes of that (i) enabling an independent accounting firm selected by Buyer to conduct an audit any such investigation of the BusinessStores shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business and shall be subject to, including and conducted in accordance with, the terms of the applicable Lease, (ii) Seller shall not be required to provide Buyers with any such access to the Company's independent auditors' working papers pertaining extent provision of such access would reasonably be expected to the Business result in a breach or the Assets; (ii) undertakingviolation of, with the consent of the Company, which consent shall not be unreasonably withheld or delayeddefault under, any study of the condition Law or value of the Acquired Assets including any environmental assessment; Contract and (iii) undertaking Buyers shall indemnify, defend and hold harmless the Seller Indemnitees from and against any study and all Losses or Liabilities incurred by any Seller Indemnitees, relating to, arising out of or resulting from any such access and which was caused by Buyers or their representatives as a result of such access; provided, however, if any claim relating thereto is asserted against Seller, Seller shall promptly give written notice thereof to Sellers' compliance with LawsBuyers; provided, including Environmental Laws; further, that Buyers shall not be required to indemnify Seller if and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities such damage was caused by any Seller Indemnitee and in no event shall Buyers be liable for any damages, including any perceived loss of economic value in any Leased Real Property or Purchased Asset, as a result of any Buyer’s discovery of any pre-existing conditions affecting any Leased Real Property or Purchased Asset or any facts, circumstances or omissions which constitute a breach of this Agreement or for which Seller is obligated to indemnify any Buyer Indemnitee. Seller shall have the right to have a representative present at all times during any such access to the Stores. Such investigation by Buyers may include inspections of the roof, buildings, fixtures, improvements, building systems, and environmental conditions on the Seller Real Property and in the Stores. Notwithstanding the foregoing, without Seller’s prior written consent, Buyers shall not conduct any Phase II Environmental Survey or any other invasive testing on any of the Stores prior to the applicable Closing Date. At least three days prior to the applicable Transition Date Closing, Seller will allow Buyers access (a) to the Stores, at a time acceptable to Seller and with respect a representative of Seller present, to install necessary cables, controllers, servers and related equipment to allow the applicable Buyer to connect that Store to its network after the applicable Closing and (b) to one Store, to be mutually designated by Seller and Buyers, to connect that Store, and one lane in that Store, to the applicable Buyer’s network to allow testing and trouble-shooting. Buyers shall use reasonable best efforts to avoid any damage to the Stores and the Seller Real Property and, in the event of any physical damage to the Stores or the Seller Real Property caused by Buyers, their financing sources, or their counsel, accountants, consultants and or other representatives by virtue of Buyers’ or such other parties’ on-site investigations, Buyers agree to promptly repair any physical damage to such itemsStores or Seller Real Property caused by any acts of Buyers or such other parties and to restore such Stores or Seller Real Property to substantially the same condition it was in immediately prior to such inspections, including, but not limited to, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each immediate removal of its Affiliates to, cooperate any objects placed on the Stores and/or the Seller Real Property in connection with Sellers as may reasonably be requested by Sellers for such purposesinspections.

Access. (a) Subject Reliant Energy will, and will cause each of its Significant Subsidiaries to, at any reasonable time and from time to applicable Lawtime, permit up to six representatives of the Banks designated by the Majority Banks, or representatives of the Agent, on not less than five Business Days' notice, to examine and make copies of and abstracts from the date hereof until records and books of account of, and visit the Closing Dateproperties of, Sellers Reliant Energy and each of its Significant Subsidiaries, and to discuss the general business affairs of Reliant Energy and each of its Significant Subsidiaries with their respective officers and independent certified public accountants (i) provided Reliant Energy shall give Buyer and its Representatives reasonable access be given the opportunity to have a representative present during normal business hours such discussions); subject, however, in all cases to the offices, properties, officers, employees, accountants, auditors, counsel imposition of such conditions as Reliant Energy and other representatives, books each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and records of the Company and its Subsidiariessecurity; providedprovided further, however, that Buyer's inspection neither Reliant Energy nor any of Sellers' properties its Subsidiaries shall notbe required to disclose to the Agent, without any Bank or any agents or representatives thereof any information which is the consent subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third parties. Notwithstanding the foregoing, none of the Company, which consent conditions precedent to the exercise of the right of access described in the preceding sentence that relate to notice requirements or limitations on the Persons permitted to exercise such right shall apply at any time when a Default or an Event of Default shall have occurred and be continuing. The expense of any exercise by the Agent and the Banks of their rights under this Section 8.2(e) shall not be unreasonably withheld or delayed, include incurred by Borrower unless a Default has occurred and is continuing at the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation time of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld request or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellersvisit. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject to applicable Law, from From the date hereof until the Closing Date, Sellers Seller will (i) shall give Buyer Buyer, its counsel, financial advisors, auditors and its Representatives other authorized representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company Seller and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without Subsidiaries relating to the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwaterBusiness, (ii) shall furnish to Buyer Buyer, its counsel, financial advisors, auditors and its Representatives other authorized representatives such financial, financial and operating and property related data and other information relating to the Business as such persons Persons may reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors of Seller to cooperate reasonably with Buyer in its investigation of the Business and (iv) permit Buyer reasonable access (on reasonable prior notice and during normal business hours) to the refinery property for, at Buyer’s sole cost and expense, the purpose of installing telecom and data lines necessary to Buyer’s operation of the Company Purchased Assets from and its Subsidiaries. All after the Closing, provided that (A) such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent telecom and data lines shall not be unreasonably withheld physically connected to Seller’s systems until at or delayedafter the Closing and (B) if the Closing does not occur, have Buyer shall (at its sole cost and expense, including any cost or expense of restoring the right property to contact its prior state) promptly remove (and negotiate directly with Seller's joint venturers Seller shall permit Buyer to remove) such telecom and data lines from the Purchased Assets. Any investigation or other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation action by Buyer or other information received by Buyer shall operate as a waiver its employees, advisors or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study representatives pursuant to this Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so such manner as not to interfere unreasonably with the use conduct of the Acquired business of Seller and its Subsidiaries. Notwithstanding the foregoing, Buyer may not under any circumstances conduct or cause to be conducted any sampling or other invasive investigation of the air, soil, soil gas, surface water, groundwater, building materials or other environmental media at any property related to the Seller or its Subsidiaries or the Business, including the Purchased Assets, the Facilities and the Real Property by SellersProperty. Buyer bears the risk of injury to any of its employees, advisors or representatives who are provided access to the offices or properties of Seller or its Subsidiaries hereunder, and shall indemnify, defend and hold Seller and its Affiliates harmless for all Damages resulting from Buyer’s or its employees’, advisors’ or representatives’ access to the offices or properties of Seller or its Subsidiaries provided hereunder. (b) From On and after the Closing Date, Sellers shall give Seller and its Subsidiaries will afford promptly to Buyer and Buyer's Representatives its agents reasonable access during normal business hours to their respective books of account, financial and other records, information, employees and auditors to the officesextent necessary or useful for Buyer in connection with any audit, facilitiesinvestigation, plants, properties, officers, employees, books and records of Sellers pertaining dispute or litigation or any other reasonable business purpose relating to the Business, and Sellers shall cause their Representatives to furnish to Buyer ; provided that any such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested access by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to shall not unreasonably interfere with the conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business business of Seller or the Assets; (ii) undertaking, with the consent any of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purposeits Subsidiaries. (c) From and after Notwithstanding anything in this Section 5.02 to the Closing Datecontrary, but subject to Section 2.02(o), Buyer shall give Sellers and Sellers' Representative reasonable not have access during normal business hours to (i) personnel records of Seller relating to individual performance or evaluation records or medical histories, (ii) materials entitled to legal privilege (or which could jeopardize the books and records pertaining to the Excluded Assets and Excluded Liabilities andattorney-client privilege of Seller or its Subsidiaries), to the extent that Sellers retain any Liabilities (iii) materials with respect to such items, the Acquired Assets which Seller or Assumed Liabilities. Buyer shall, and shall cause each its Subsidiaries owe an obligation of confidentiality to a third party or (iv) other information which in Seller’s good faith opinion is sensitive or could reasonably be expected to subject Seller or any of its Affiliates toSubsidiaries to the risk of liability. The parties shall endeavor in good faith to make appropriate substitute disclosure arrangements, cooperate with Sellers as may reasonably be requested by Sellers for such purposesif practicable, in a manner that does not give rise to any of the circumstances referred to in the preceding sentence.

Access. (a) Subject to applicable Lawthe provisions of Section 3(c), from Purchaser or its agents, employees, consultants, inspectors, appraisers, engineers and contractors (collectively, “Purchaser’s Representatives”) shall have the date hereof until right, prior to the Closing Date, Sellers from time to time, upon at least two (i2) shall give Buyer business days’ prior written notice to Seller, to enter upon and its Representatives reasonable access pass through the Unit during normal business hours to examine and inspect the officessame. If Purchaser or Purchaser’s Representatives desire to conduct borings of the Unit or drilling in or on the Unit, propertiesor any other invasive testing, officersin connection with the preparation of an environmental audit or in connection with any other inspection of the Unit, Purchaser shall give notice thereof to Seller, which notice shall describe the scope and purpose of such inspection or testing, and Purchaser shall obtain the prior written consent of Seller thereto, which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding any such inspection, or anything to the contrary herein contained, Purchaser’s obligations hereunder shall not be limited or otherwise affected as a result of any fact, circumstance or other matter of any kind relating to the physical condition of the Unit discovered following the date hereof in connection with any such inspection, access or otherwise; it being agreed that Seller is permitting Purchaser such right of inspection and access as a courtesy to Purchaser in its preparation for taking title to the Property. Without limiting the generality of the foregoing, (i) Purchaser agrees that it shall not have any so-called “due diligence period” and that it shall have no right to terminate this Agreement or obtain a reduction of the Purchase Price as a result of any such fact, circumstance or other matter so discovered relating to the physical condition of the Unit, and (ii) Purchaser shall have no right to terminate this Agreement or obtain a return of the Deposit except as expressly provided in this Agreement. (b) [Intentionally Omitted]. (c) In conducting any inspection of the Unit or otherwise accessing the Unit, Purchaser and Purchaser’s Representatives shall at all times comply with all laws and regulations of all applicable governmental authorities, and neither Purchaser nor any of Purchaser’s Representatives shall (i) contact or have any discussions with any of Seller’s employees, accountantsagents or representatives, auditorsor contractors providing services to, counsel the Unit, unless in each case Purchaser obtains the prior written consent of Sang Man ▇▇▇ (“Seller’s Representative”), or (ii) damage the Property. Seller may from time to time establish reasonable rules of conduct for Purchaser and Purchaser’s Representatives in furtherance of the foregoing. In connection with such access, Purchaser and Purchaser’s Representatives shall assume all risk associated with the current condition of the Unit. Purchaser shall schedule and coordinate all access and inspections, including, without limitation, any environmental tests, with Seller’s Representative and shall give Seller’s Representative at least two (2) business days’ prior notice thereof. Seller shall be entitled to have a representative present at all times during each such inspection or other access. In the event of any physical damage to the Property, the common elements or Seller’s equipment or facilities which Purchaser or any of Purchaser’s Representatives cause in connection with any inspections or access to the Unit, Purchaser shall, at Seller’s election, promptly restore or repair such damage substantially to its condition existing before such damage, or pay to Seller on demand the out-of-pocket cost of repairing and restoring any damage which Purchaser or Purchaser’s Representatives shall cause, and such obligation of Purchaser shall survive any termination of this Agreement. If Purchaser does not pay to Seller such cost within six (6) business days’ demand by Seller, Purchaser shall pay to Seller such cost with interest at the Default Rate. In the event Purchaser shall become entitled under any other provision of this Agreement to a return of the Deposit, the cost of any such repair or restoration not completed or paid (including, if applicable, the additional interest at the Default Rate as provided for in the immediately preceding sentence) shall be withheld from the Deposit and paid to Seller before any remaining balance of the Deposit is returned to Purchaser. All inspection fees, appraisal fees, engineering fees and other representativescosts and expenses of any kind incurred by Purchaser or Purchaser’s Representatives relating to such inspection and its other access shall be at the sole expense of Purchaser. In the event that the Closing hereunder shall not occur for any reason whatsoever, books Purchaser shall: (A) promptly deliver to Seller, at no cost to Seller, and records without representation or warranty, the originals of all tests, reports and inspections of the Company Unit, made and its Subsidiaries; providedconducted by Purchaser or Purchaser’s Representatives or for Purchaser’s benefit which are in the possession or control of Purchaser or Purchaser’s Representatives, howeverand (B) promptly return to Seller copies of all due diligence materials delivered by Seller to Purchaser or, at Seller’s election, confirm in writing to Seller that Buyer's Purchaser has destroyed all copies and abstracts thereof. Purchaser shall and shall cause Purchaser’s Representatives, and any others who gain access to the due diligence materials through Purchaser or Purchaser’s Representatives, to treat all such due diligence materials as confidential and proprietary to Seller, and shall not disclose to others, other than to any Disclosure Parties (as hereinafter defined), during the term of this Agreement (or thereafter in the event that the Closing hereunder shall not occur) any such due diligence materials whether verbal or written, or any description whatsoever which may come within the knowledge of Purchaser, Purchaser’s Representatives, or such other parties, unless, in each instance, Purchaser obtains the prior written consent of Seller. Purchaser and Purchaser’s Representatives shall not be permitted to conduct borings of the Unit or common elements or drilling in or on the Unit or common elements, or any other invasive testing, in connection with the preparation of an environmental audit or in connection with any other inspection of Sellers' properties shall not, the Unit without the prior written consent of the Company, Seller (which consent shall not be unreasonably withheld withheld, conditioned or delayed). If such consent is given, include in the environmental event of any physical damage to the Property or Seller’s equipment or facilities which Purchaser or any of Purchaser’s Representatives cause in connection with such boring, drilling or invasive testing, Purchaser shall, at Seller’s election, either promptly restore or repair such damage substantially to its condition existing before such damages, or pay to Seller on demand the cost of repairing and restoring any borings or holes created or any other damage as aforesaid, and in the event Purchaser shall become entitled under any other provision of this Agreement to a return of the Deposit, the cost of any such repair or restoration not completed or paid shall be withheld from the Deposit and paid to Seller before any remaining balance of the Deposit is returned to Purchaser. Purchaser shall not permit any liens to be filed against the Unit and any liens against the Unit, or any portion thereof, arising from the performance of services by third-party contractors in connection with Purchaser’s access activities shall be removed by Purchaser as promptly as practicable and in any event not later than thirty (30) business days after Purchaser shall have been notified of the filing of such liens. The provisions of this Section 3(c) shall survive the Closing or any termination of this Agreement until the Survival Date set forth in Section 41 (Survival) hereof. (d) Prior to conducting any physical inspection or testing at the Unit, other than mere visual examination, including without limitation, boring, drilling and sampling of any environmental mediasoil, Purchaser shall obtain and maintain and shall cause the applicable Purchaser’s Representatives under its control who are not otherwise covered by Purchaser’s insurance to obtain and maintain, at its expense, commercial general liability insurance, including aira contractual liability endorsement, soiland personal injury liability coverage, surface water with Seller and its managing agent, if any, as additional insureds, from an insurer reasonably acceptable to Seller, which insurance policies must have limits for bodily injury and death of not less than Five Million Dollars ($5,000,000) (Ten Million Dollars ($10,000,000) in the case of any boring, drilling or groundwaterany other invasive testing) for any one occurrence and not less than Five Million Dollars ($5,000,000) (Ten Million Dollars ($10,000,000) in the case of any boring, drilling or any other invasive testing) for property damage liability for any one occurrence, and statutory Worker’s Compensation insurance. Prior to making any entry upon the Unit, Purchaser shall furnish to Seller a certificate of insurance evidencing the foregoing coverages and naming Seller and the Seller Parties as an additional insureds. Such insurance coverage limits shall not limit, or be construed as a limitation on, Purchaser’s liability hereunder. (e) Purchaser shall indemnify and hold Seller and its disclosed or undisclosed, direct and indirect shareholders, officers, directors, trustees, partners, principals, members, employees, agents, affiliates, parent companies, related companies, representatives, consultants, accountants, contractors and attorneys or other advisors, and any successors or assigns of the foregoing (collectively with Seller, “Seller Parties”) harmless from and against any and all losses, costs, damages, liens, claims, liabilities or expenses (including, but not limited to, reasonable attorneys’ fees, court costs and disbursements) as and when incurred by any of the Seller Parties arising from or by reason of Purchaser’s and/or Purchaser’s Representatives’ (i) access to, or inspection of, the Unit, (ii) shall furnish to Buyer and its Representatives such financialany tests or other investigations conducted by or on behalf of Purchaser, operating and property related data and other information as such persons reasonably request, and or (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation breach of the business of the Company and its Subsidiaries. All such information shall be provided subject to the terms or provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilitiesthis Section 3. The Company provisions of this Section 3(e) shall have survive the right to participate Closing or any termination of this Agreement until the Survival Date set forth in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii41 (Survival) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellershereof. (bf) From and after the Closing Date[Intentionally Omitted]. (g) Seller agrees that not later than five (5) business days prior to Closing, Sellers Seller shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of either (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access confirm that Purchaser did not cause any damage to the Company's independent auditors' working papers pertaining to the Business Building during Purchaser’s access and investigations and that nothing has arisen which would trigger a right of indemnification of Seller by Purchaser or the Assets; (ii) undertaking, provide Purchaser with the consent of the Company, which consent shall not be unreasonably withheld or delayed, a written notice explaining in reasonable detail any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours damage to the books Building caused by Purchaser during Purchaser’s access and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesinvestigations.

Access. (a) Subject to applicable Lawthe cooperation of the Trustee and the Heritage Subsidiaries, from the date hereof until the Closing Date, Sellers (i) shall give cause to be afforded to representatives of Buyer and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representativesassets, books and records records, contracts and reports of the Company and its SubsidiariesStations, as Buyer shall from time to time reasonably request; provided, however, that Buyer's inspection of Sellers' properties (a) such investigation shall not, without the consent of the Company, which consent only be upon reasonable notice and shall not be unreasonably withheld disrupt the personnel or delayed, include the environmental sampling operations of any environmental mediaSeller Party or the Stations, including airand (b) under no circumstances shall any Seller Party be required to provide access to Buyer or any representative of Buyer (i) any information or materials subject to confidentiality agreements with third parties required to be kept confidential by applicable Laws, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiariesany privileged attorney-client communications or attorney work product. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable requests for access during normal business hours to the offices, facilities, plants, properties, officers, employeesassets, books and records records, contracts and reports of Sellers pertaining the Stations shall be made to the Business, and such representatives as Sellers shall cause their Representatives designate in writing, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. Buyer acknowledges and agrees that neither Buyer nor its representatives shall contact any of the employees, customers, suppliers, partners, or other associates or Affiliates of any Seller Party or the Stations, in connection with the transactions contemplated hereby, whether in person or by telephone, mail or other means of communication, without the specific prior written authorization of such representatives of Sellers. Subject to furnish to Buyer such financialand in accordance with the terms of this Section 6.2.7, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers each Seller shall, and shall use its commercially reasonable efforts to enforce such rights under the Heritage Agreement to cause each of their Affiliates other Seller Party to, cooperate in all reasonable respects with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer Buyer's request to conduct an audit of any financial information of the Business, including access Stations as Buyer may reasonably determine is necessary to satisfy any public company reporting requirements pursuant to the Company's independent auditors' working papers pertaining to the Business Securities Act of 1933 or the Assets; Securities Exchange Act of 1934 including, without limitation, (iia) undertaking, with using commercially reasonable efforts to obtain the consent of the Company, which consent shall not be unreasonably withheld or delayedauditors to permit Buyer, any study Affiliate of the condition or value of the Acquired Assets including any environmental assessment; Buyer and their respective auditors to have access to such auditors' work papers, and (iiib) undertaking consenting to such access by Buyer. Under no circumstance shall the preparation of any study relating financial statements pursuant to Sellers' compliance with Lawssuch audit: (a) require any Seller Party to change or modify any accounting policy, including Environmental Laws; and (b) cause any unreasonable disruption in the Company acknowledges that information business or access may be requested and used for such purpose. operations of any Station, or (c) From cause any delay that is more than de minimis in any internal reporting requirements of any Seller Party. All costs and after expenses incurred in connection with the Closing Date, Buyer preparation of (and assimilation of relevant information for) any such financial statements shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested paid by Sellers for such purposesBuyer.

Access. (a) Subject to applicable Law, from From the date hereof until the Closing Date, Sellers (i) shall give Buyer and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall, and shall give cause Sellers' Representatives to, provide Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining Sellers' Representatives related to the Business, and Sellers the properties, offices and other facilities of the Business during normal business hours and in a manner not unreasonably disruptive to the operation of the Business and to all books and records of the Business (including, without limitation, Sellers' reasonable efforts to provide reasonable access to the outside auditors of the Business and their work papers), and shall cause their Representatives to furnish to Buyer such financial, technical, all financial and operating data and other information pertaining to regarding the Business as Buyer's Representatives shall and the Acquired Assets that Buyer may from time to time reasonably request and request, to discuss the extent such information with such Representativesis in the possession of Sellers. All information provided by Sellers shall, and shall cause each of their Affiliates to, cooperate with to Buyer as may reasonably be requested or Buyer's Representatives or obtained by Buyer or Buyer's Representatives relating to the Business in the course of Buyer's review, including without limitation, the Environmental Site Assessments, shall be treated as confidential information by Buyer and Buyer shall instruct all of its Representatives as to the confidentiality of all such information. Buyer shall be liable for purposes all damage or injury to any person or property resulting from, or arising out of (i) enabling an independent accounting firm selected the disclosure of any such confidential information, except as required by the Court or applicable Law, (ii) any testing conducted by Buyer to conduct an audit or Buyer's Representatives, or (iii) from such visits or inspection of the Business, including whether occasioned by the acts of Buyer or any of its Representatives, and Buyer shall indemnify and hold harmless Sellers and their Representatives from any and all Liabilities resulting therefrom. This indemnification by Buyer shall survive the Closing or the termination of this Agreement, as applicable. (b) If so requested by Buyer, after the execution of this Agreement, Buyer and Sellers shall jointly conduct a physical count of the Inventory for the purpose of expediting the calculation of Net Inventory (as a component of Net Current Assets) as required by Section 2.3. For purposes of expediting the calculation of Net Inventory as set forth in the preceding sentence: (i) Buyer and its accountants shall have the right to review the work papers of Sellers and shall have full access to the Company's independent auditors' working papers pertaining to the Business or the Assets; books, records, properties and personnel of Sellers and (ii) undertakingBuyer, with at its sole cost and expense, may require the consent Independent Accountant to assist in the calculation of Net Current Assets at any time after the Company, which consent shall not be unreasonably withheld or delayed, any study execution of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purposethis Agreement. (c) From and after After the Closing Dateexecution of this Agreement, Buyer shall give the Sellers and will use reasonable efforts to contact obligors of Accounts Receivable, including utilizing Sellers' Representative reasonable access during normal business hours to independent accountants, for the books purpose of obtaining confirmation of the net balance due and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. other information as Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesrequest.

Access. (a) Subject to applicable Law, from Between the date hereof of execution of this Agreement and continuing until the Closing Date, Sellers (i) shall Seller will give Buyer Purchaser and its Representatives reasonable representatives access during normal business hours to the officesPipeline Assets and access to the Records in Seller’s or the Acquired Companies’ possession, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records for the purpose of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its conducting an investigation of the Acquired Companies and the Pipeline Assets and copying the Records, but only to the extent that Seller may do so without violating any obligations to any third party and to the extent that Seller or the Acquired Companies have authority to grant such access without breaching any restriction binding on Seller or the Acquired Companies. Such access by Purchaser shall be limited to Seller’s normal business hours, and any weekends and after hours requested by Purchaser that can be reasonably accommodated by Seller, and Purchaser’s investigation shall be conducted in a manner that minimizes interference with the operation of the Company Pipeline Assets. All information obtained by Purchaser and its Subsidiaries. All such information representatives under this Section shall be provided subject to the provisions terms of Section 11.4(b)(v) and the terms of that certain confidentiality agreement among Anadarko E&P Onshore LLC, Western Gas Partners LP and Purchaser dated March 9, 2015, as amended (the “Confidentiality Agreement. In addition, notwithstanding any provision ”). (b) Between the date of this Agreement and the Confidentiality Agreement date that is five (5) Business Days prior to the contraryClosing Date, Buyer shallupon prior written notice to Seller, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company Purchaser shall have the right to participate conduct a Phase I Environmental Site Assessment of all or any portion of the Pipeline Assets (the “Assessment”), which shall be conducted by TRC Companies, Inc. The Assessment shall be conducted at the sole cost and expense of Purchaser, and shall be subject to the indemnity provisions of Section 7.1(c) and Section 11.4(b)(v). Purchaser may not operate equipment or conduct any sampling, boring, drilling or other invasive investigative activity with respect to the Pipeline Assets (“Invasive Activity”) without the prior written consent of Seller, which consent may be withheld in Seller’s sole discretion. If Purchaser wishes to conduct an Invasive Activity, Purchaser shall furnish for Seller’s review and approval (which may be withheld in Seller’s sole discretion) a proposed scope of such negotiations Invasive Activity, including a description of the activities to be conducted and agrees a description of the approximate locations of such activities. Seller shall have the right to cooperate with Buyerbe present during any Assessment of the Pipeline Assets and shall have the right, at Buyer's requestits option and expense, to split samples with Purchaser, if applicable. The access granted to Purchaser under this Section 7.1(b) shall be limited to Seller’s normal business hours or as otherwise agreed in any such negotiations. It is acknowledged advance, and understood that no Purchaser’s investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably a manner that minimizes interference with the use operation of the Acquired Real Property Pipeline Assets. Purchaser shall abide by Sellers. Seller’s safety rules, regulations, and operating policies (bincluding the execution and delivery of any documentation or paperwork, e.g., confidentiality agreements or liability releases, with respect to Purchaser’s access to any of the Pipeline Assets) From while conducting its due diligence evaluation of the Pipeline Assets. After completing any Assessment of the Pipeline Assets, Purchaser shall, at its sole cost and after expense, restore the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours Pipeline Assets to their condition prior to the officescommencement of such Assessment, facilitiesunless Seller requests otherwise, plantsand if Seller permits Purchaser to conduct an Invasive Activity, propertiesshall promptly dispose of all corings or other investigative-derived wastes generated in the course of such Invasive Activity. Purchaser shall maintain, and shall cause its officers, employees, books representatives, consultants and records advisors to maintain, all information obtained by Purchaser pursuant to any Assessment or other environmental due diligence activity (the “Environmental Information”) as strictly confidential in perpetuity, unless disclosure of Sellers pertaining any facts discovered through such Assessment is required, on the advice of counsel, under any Environmental Laws, other Laws, or to comply with any subpoena, court or administrative order or, following the Closing, any contractual or legal obligation of Purchaser. Purchaser shall provide Seller with a copy of the final draft of all environmental reports prepared by, or on behalf of, Purchaser with respect to any Assessment or permitted Invasive Activity conducted on the Pipeline Assets. In the event that any necessary disclosures under applicable Environmental Laws are required, upon the advice of counsel, with respect to matters discovered by any Assessment conducted by, for or on behalf of Purchaser, Purchaser agrees that Seller shall be the responsible party for disclosing such matters to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purposeappropriate Governmental Bodies. (c) From and after the Closing DatePURCHASER HEREBY AGREES TO DEFEND, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities andINDEMNIFY, to the extent that Sellers retain any Liabilities with respect to such itemsRELEASE, the Acquired Assets or Assumed Liabilities. Buyer shallPROTECT, and shall cause each of its Affiliates toSAVE AND HOLD HARMLESS THE SELLER INDEMNITEES FROM AND AGAINST ANY AND ALL LOSSES AND CLAIMS ARISING OUT OF OR RELATING TO ANY DUE DILIGENCE ACTIVITY CONDUCTED BY PURCHASER OR ITS AGENTS, cooperate with Sellers as may reasonably be requested by Sellers for such purposesWHETHER BEFORE OR AFTER THE EXECUTION OF THIS AGREEMENT, INCLUDING ANY LOSSES RESULTING, IN WHOLE OR IN PART, FROM THE SOLE, ACTIVE, PASSIVE, GROSS, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW BY THE SELLER INDEMNITEES.

Access. (a) Subject to applicable Law, During the period from the date hereof and continuing until the earlier of the termination of this Agreement or the Closing Date, Sellers the Acquired Companies will permit (ior, with respect to non-controlled Acquired Subsidiaries, the Company will use commercially reasonable efforts to cause such Acquired Subsidiaries to permit) shall give representatives of Buyer (including legal counsel and its Representatives accountants) to have, upon reasonable prior written notice, reasonable access during normal business hours and under reasonable circumstances, and in a manner so as not to interfere with the normal business operations of the Acquired Companies and so as to comply with any then-applicable COVID-19 Measures, to the officespremises, propertiespersonnel, officersbooks, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling (including Tax Returns (but excluding income Tax Returns of any environmental mediafederal consolidated (and state combined or unitary) group of which each Acquired Company is a member and limited with respect to all other Tax Returns and correspondence with accountants to the portions of such Tax Returns and correspondence with accountants that specifically relate to the Acquired Companies)), including airMaterial Contracts, soil, surface water and documents of or groundwater, (ii) shall furnish pertaining to the Acquired Companies. Buyer and its Affiliates and Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject permitted to the provisions perform environmental sampling, including sampling of the Confidentiality Agreement. In additionsoil, notwithstanding any provision of the Confidentiality Agreement to the contrarygroundwater, Buyer shallsurface water, building materials, or air or wastewater emissions, with the prior written consent of the Company, Sellers’ Representative (which consent shall may not be unreasonably withheld withheld, delayed or delayedconditioned). Neither Buyer, have the right to SPAC nor any of their respective Representatives will contact and negotiate directly with Seller's joint venturers and other partnersany employee, parties to the Assumed Contracts and lenders with respect to customer, supplier or landlord of any Acquired Assets or Assumed Liabilities. The Company without the prior written consent of such Acquired Company, and such Acquired Company shall have the right to have a Representative participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiationsdiscussion. It is acknowledged Notwithstanding anything to the contrary in this Section 6.4(a), the Acquired Companies and understood Sellers will not be required to provide information that no investigation by (i) would violate applicable Law, (ii) would violate confidentiality obligations that the Acquired Companies or the Sellers have to third parties; provided that the Sellers’ Representative shall give notice to Buyer of the fact that such documents or other information received by Buyer are being withheld, thereafter shall operate as use its reasonable best efforts to obtain a waiver or otherwise affect any representationof such obligation from the third parties, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Propertyand, including any inspection or study pursuant until such waiver is obtained provide such documents and information to Section 7.4(b)(iithe fullest extent permissible without violating such obligations, (iii) or Section 7.4(b)(iii), shall be conducted in relates to the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use sale process of the Acquired Real Property Companies, bids received from other Persons in connection with the transactions contemplated by Sellersthis Agreement and information and analysis relating to such bids, or (iv) constitutes information protected by the attorney/client and/or attorney work product privilege. Buyer will comply with, and will cause its Representatives to comply with, all of its obligations under the confidentiality agreement previously signed with respect to the Transaction (the “Confidentiality Agreement”), between the Company and the SPAC with respect to the terms and conditions of this Agreement and the Transaction and the Acquired Companies’ information disclosed pursuant to this Section 6.4(a), which agreement will remain in full force and effect until the Closing Date and survive any termination of this Agreement in accordance with the terms of the Confidentiality Agreement. (b) From During the period from the date hereof and after continuing until the earlier of the termination of this Agreement or the Closing Date, SPAC will permit representatives of the Sellers shall give Buyer and Buyer's Representatives the Company (including legal counsel and accountants) to have, upon reasonable prior written notice, reasonable access during normal business hours and under reasonable circumstances, and in a manner so as not to interfere with the normal business operations of SPAC and its Affiliates and so as to comply with any then-applicable COVID-19 Measures, to the officespremises, facilitiespersonnel, plantsbooks, propertiesrecords, officerscontracts, employees, books and records documents of Sellers or pertaining to the BusinessSPAC, Buyer and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining Merger Sub. Notwithstanding anything to the Business as Buyer's Representatives shall from time contrary in this Section 6.4(b), SPAC, Buyer and Merger Sub will not be required to time reasonably request and to discuss such provide information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of that (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Businesswould violate applicable Law, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertakingwould violate confidentiality obligations that SPAC, with Buyer, or Merger Sub have to third parties; provided that SPAC shall give notice to the consent Sellers’ Representative of the Companyfact that such documents or information are being withheld and thereafter shall use its commercially reasonable efforts to cause such documents or information, which consent shall as applicable, to be made available in a manner that would not be unreasonably withheld cause such a violation, or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating constitutes information protected by the attorney/client and/or attorney work product privilege. The Company will comply with, and will cause its Representatives to Sellers' compliance with Lawscomply with, including Environmental Laws; and all of its obligations under the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities Confidentiality Agreement with respect to such itemsthe terms and conditions of this Agreement and the Transaction and the information disclosed by SPAC, the Acquired Assets or Assumed Liabilities. Buyer shallBuyer, and shall cause each Merger Sub pursuant to this Section 6.4(b), which agreement will remain in full force and effect until the Closing Date and survive any termination of its Affiliates to, cooperate this Agreement in accordance with Sellers as may reasonably be requested by Sellers for such purposesthe terms of the Confidentiality Agreement.

Access. (a) Subject to applicable Law, from the date hereof until Until the Closing Dateor termination of the Agreement in accordance with the terms hereof, Sellers the Seller shall, and shall cause the Company to, (i) shall give afford to the Buyer and its Representatives authorized representatives (including directors, officers, employees, advisors, accountants and counsel) reasonable access during normal business hours to all properties, books, records (including Tax Returns), Contracts and documents of the officesCompany and all other information regarding the Company’s business as the Buyer may reasonably request in connection with the consummation of the transactions contemplated hereby, propertiesincluding as it relates to facilitating their determination of whether any property or asset of the Company is REIT Qualifying Property, together with the opportunity, at the sole cost and expense of the Buyer, to make copies of any such documents and (ii) cooperate, and cause the Company (including the Company’s directors, officers, employees, accountantsadvisors, auditorsaccountants and counsel) to cooperate, counsel with the Buyer and other representativesits representatives (including accountants and counsel), books in connection with the foregoing. Seller shall, and records shall cause the Company to, provide the Buyer and its authorized representatives (including directors, officers, employees, advisors, accountants and counsel) an opportunity to make such investigations as they shall reasonably desire to make of the Company (provided that such investigations shall be conducted so as to reasonably minimize any disruption of the operations of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties in no event shall notthe Buyer conduct, without the prior written consent of the CompanySeller which the Seller may withhold for any reason, which consent shall not be unreasonably withheld any invasive or delayedintrusive environmental investigation, include the environmental including any sampling of any environmental media, including air, soil, surface water sediment or groundwater), (ii) and the Seller shall, and shall cause the Company to, furnish or cause to be furnished to the Buyer and its Representatives representatives all such financial, operating information with respect to the affairs and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company as the Buyer may reasonably request. The parties to this Agreement acknowledge and its Subsidiaries. All such agree that they have common and mutual legal interests in the Company’s information shall be provided subject and have agreed to the provisions in this Agreement, including this ‎Section 5.5(a), in furtherance of these common and mutual legal interests. No investigation by the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's requestits Affiliates or any of their respective directors, in any such negotiations. It is acknowledged officers, employees, advisors, accountants and understood that no investigation by Buyer counsel or other information received by Buyer the Buyer, its Affiliates or any of their respective directors, officers, employees, advisors, accountants and counsel shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject to applicable LawUpon reasonable notice, from the date hereof until through the Closing Date, Sellers (i) the Sellers shall give Buyer and its Representatives reasonable access during normal business hours afford to the offices, properties, officers, employees, accountants, auditors, legal counsel and other representativesrepresentatives of the Buyer full access upon reasonable prior notice and during normal business hours to all of the properties, books books, contracts, commitments, SAP data bases and associated files, file structure and file field definitions, Financial Information and records of the Company Sellers related to the Purchased Assets. Buyer shall be entitled to conduct appraisals of all or any portion of the Purchased Assets and to conduct inspections thereof. In addition, Sellers shall grant Buyer limited access (with Florsheim's participation in such contacts) to the Major Customers, the Major Suppliers and the lessors of the Purchased Stores and shall reasonably cooperate with Buyer in communicating with such persons. Nothing in this Agreement shall prevent Buyer or its Subsidiaries; Affiliates from initiating or having contact with any Person (including Major Customers, Major Suppliers and the lessors of the Purchased Stores) in the ordinary course of Buyer's business, provided that prior to the Effective Time of Closing Buyer shall have no discussion regarding this Agreement or the Sellers (except to confirm information publicly disclosed by the Sellers or to state that such matters cannot be discussed) except with Florsheim's participation. Between the date hereof and the Closing Date, the Sellers shall use commercially reasonable efforts to make available to Buyer the services of the Sellers' information technology employees as reasonably requested by Buyer, provided, however, that Buyer's inspection of any request that, in the Sellers' properties shall notdiscretion, without would significantly interfere with the consent ordinary course operation of the Company, which consent shall Sellers' business would not be unreasonably withheld or delayedreasonable for this purpose. If Buyer expressly requests that Sellers use their best efforts to retain the services of a particular information technology employee, include Buyer shall reimburse the environmental sampling Sellers for the Sellers' costs (including salary and benefits but not corporate overhead), determined on an hourly basis, of continuing to employ any such information technology employee, and Buyer shall reimburse the Sellers for the full cost of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct severance obligations incurred by the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders Sellers with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purposetechnology employee. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject With reasonable prior notice and subject to any applicable Law, from any applicable privileges (including the date hereof until attorney-client privilege), trade secrets, and contractual confidentiality obligations, the Closing DateSeller shall permit and will cause each other Seller Party, Sellers (i) shall give each Company and Company Subsidiary and, to the extent it has the Legal Right, each Company Joint Venture Entity, to permit, representatives of the Buyer and its Representatives to have reasonable access access, during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably requesthours, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted manner so as not to interfere unreasonably with the use normal business operations of the Acquired Real Property by Sellers. (b) From Seller, the Subject Entities and after the Closing Dateits and their Affiliates, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plantsall premises, properties, officersdesignated executive officers and personnel, employeesbooks, books records (including Tax Records), contracts and records documents of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers or pertaining to the Business or the Assets; (ii) undertakingSubject Entities. Buyer shall have the right to generally conduct visual, with the consent non-invasive tests, examinations, and investigations of the CompanyBusiness Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which consent shall not be unreasonably withheld withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the Subject Entities and its and their Affiliates or delayedother Persons in respect of Buyer’s or its representatives’ actions while upon, entering or leaving any study properties of the condition Seller or value any of the Acquired Assets including Subject Entities. The Buyer acknowledges and agrees that any environmental assessment; information received in connection with this Section 5(f) will be subject to the terms and (iii) undertaking conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any study and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to Sellers' compliance with Lawsany field visit, including Environmental Laws; and environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Company acknowledges that information Buyer or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities of its representatives with respect to such itemsany of the Subject Entities and the Business, the Acquired Assets or Assumed Liabilities. Buyer shallEVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, and shall cause each of its Affiliates toSOLELY OR IN PART, cooperate with Sellers as may reasonably be requested by Sellers for such purposesTHE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”).

Access. (a) Subject to applicable Law, from From the date hereof until through the Closing Date, Sellers (i) the Companies and the AEC Subsidiary shall give provide Buyer and its Representatives authorized agents, officers and representatives reasonable access during normal business hours to (a) their books, files and records (including such records as related to the officesfinancial affairs, Business Operations and Business Employees of the Companies and the AEC Subsidiary), (b) to their Real Property and its associated facilities, equipment and other properties, officers(c) any data, employees, accountants, auditors, counsel and other representatives, books and records information or copies of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders documents with respect to any Acquired Assets Governmental Authorization, Release, Remediation, Environmental Liability or Assumed Liabilities. The Company shall have Environmental Claim with respect to the right Companies and AEC Subsidiary that was made available to participate in the insurer and underwriter for the Environmental Insurance Policy (excluding any information with respect to the pricing of such negotiations Environmental Insurance Policy) and agrees which is different from or additional to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged the information and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made documentation provided by Seller hereunder. to Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(iiother provisions of this Agreement and (d) or Section 7.4(b)(iii), shall be conducted in the presence other data and information and copies of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably documents with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining respect to the Business Operations as Buyer's Representatives Buyer and its agents shall from time to time reasonably request for examination, investigation and assessment as determined by Buyer in its sole discretion; provided, however, that such examinations and investigations and assessments shall be conducted during the Companies’ and the AEC Subsidiary’s normal business hours, with reasonable advance notice to discuss such information and coordination with such Representatives. Sellers shall▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇, shall not unreasonably interfere with the operations and activities of the Companies or the AEC Subsidiary, and in no event shall cause each involve the performance of subsurface or other intrusive testing; provided, further, that neither Buyer nor any of its Affiliates, nor any of their Affiliates torespective employees, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit counsel, accountants, consultants, financing sources and their respective representatives, shall contact any competitor, supplier, distributor or customer of the BusinessCompanies or the AEC Subsidiary for the purpose of discussing the Companies, including access the AEC Subsidiary or any aspect of their respective Business Operations or Seller, this Agreement or the transactions contemplated hereby without the prior written consent of Seller. Notwithstanding the foregoing or anything contained herein to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertakingcontrary, with the consent of the CompanyBuyer and its authorized agents, which consent officers and representatives shall not be unreasonably withheld permitted or delayedentitled to examine any materials without the Companies’ prior written consent, any study when in the good faith judgment of the condition Companies, (x) such materials may be protected by the attorney-client privilege, (y) such examination could contravene any Law, fiduciary duty or value binding agreement entered into prior to the date hereof, or (z) such event could jeopardize the Companies’ or the AEC Subsidiary’s relationships with their respective customers, suppliers and other applicable third parties. All investigations and due diligence conducted by Buyer or any of its representatives shall be conducted at Buyer’s sole cost, risk and expense and Buyer shall indemnify and hold Seller Indemnified Parties, the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; Companies and the Company acknowledges that information or access may be requested AEC Subsidiary harmless from and used for such purposeagainst any and all costs and expenses (including reasonable attorneys’ fees) resulting from Buyer’s due diligence and investigations. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject Lessor hereby grants to applicable LawLessee and its respective Affiliates, from agents, employees and contractors (collectively, “Lessee’s Parties”) free of charge, an irrevocable, non-exclusive right of access to and use of those portions of the date hereof until Refinery Site that are reasonably necessary for access to and/or the Closing Dateoperation of the Relevant Assets and Additional Improvements by Lessee as a stand-alone enterprise, Sellersall so long as such access and use by any of Lessee’s Parties does not unreasonably interfere in any material respect with Lessor’s operations at the Refinery Site and complies with Lessor’s rules, norms and procedures governing safety and security at the Refinery Site. The facilities on the Refinery Site that are subject to the access and use rights provided under this Section, are referred to herein as the “Shared Access Facilities”. Notwithstanding the foregoing, the provisions of this Section 2.2(a) shall relate only to access and use of the Shared Access Facilities, and the Site Services Agreement shall cover all services that are to be provided by Lessor under the terms of the Site Services Agreement. (b) Lessor hereby retains for itself and its Affiliates, agents, employees and contractors (collectively, “Lessor’s Parties”), the right of access to all of the Premises and the Relevant Assets (i) shall give Buyer to determine whether the conditions and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel covenants contained in this Lease are being kept and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwaterperformed, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably requestcomply with Environmental Laws, and (iii) shall instruct to inspect, maintain, repair, improve and operate the Company's SUMF Assets and its Subsidiaries' employeesthe Shared Access Facilities and any assets of Lessor located on the Premises or to install or construct any structures or equipment necessary for the maintenance, counsel and financial advisors to cooperate reasonably with Buyer in its investigation operation or improvement of any such assets or the business installation, construction or maintenance of the Company and its Subsidiaries. All any Connection Facilities, all so long as such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall access by Lessor’s Parties does not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, interfere in any such negotiations. It is acknowledged material respect with Lessee’s operations on the Premises and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representationcomplies with Lessee’s rules, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in norms and procedures governing safety and security at the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersPremises. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject to applicable Law, from From and after the date hereof until the Closing Execution Date, Sellers until 5:00 p.m. Central time on the thirtieth (i30th) day after the Execution Date (the “Defect Deadline”), Seller shall give Buyer (and any of its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, agents, accountants, auditorsattorneys, counsel investment bankers, landmen, consultants or other designated representatives (collectively, “Buyer’s Representatives”)) reasonable access to Seller’s personnel and other representativesthe Conveyed Properties (including the Records in Seller’s or its affiliate’s possession), books and records solely for the purpose of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its ’s due diligence investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject Conveyed Properties, but only to the provisions of the Confidentiality Agreement. In addition, notwithstanding extent that Seller or its affiliates may do so without violating any provision of the Confidentiality Agreement confidentiality or other obligations to any third party and only to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld extent that Seller or delayed, its affiliates have the right authority to contact and negotiate directly with Seller's joint venturers and other partners, parties grant such access without breaching any obligation or restriction binding on Seller or any of its affiliates; provided that Seller shall use its commercially reasonable efforts to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in obtain a waiver of any such negotiationsobligation or restriction. It is acknowledged and understood that no investigation by Buyer or other information received Such access by Buyer shall operate as a waiver or otherwise affect any representationbe limited to Seller’s normal business hours, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), and Buyer’s investigation shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably a manner that minimizes interference with the use operation of the Acquired Real Property by SellersConveyed Properties and at the sole cost and expense of Buyer. (b) From Buyer acknowledges that the permission of the operator (if other than Seller or its affiliate) or another third Person may be required before Buyer will be able to inspect portions of the Conveyed Properties and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours that such permission must be obtained prior to the offices, facilities, plants, properties, officers, employees, books inspection of such portions. Seller shall use commercially reasonable efforts to obtain such permission for Buyer upon Buyer’s request. All investigations and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to due diligence conducted by Buyer such financial, technical, operating and other information pertaining to the Business as or Buyer's ’s Representatives shall from time to time reasonably request be conducted at Buyer’s sole cost, risk and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of expense (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, except to the extent that Sellers retain caused by the gross negligence or willful misconduct of the Seller Indemnified Parties), and any Liabilities with respect to conclusions made from any such items, the Acquired Assets investigations and due diligence done by Buyer or Assumed Liabilitiesany of Buyer’s Representatives shall result from Buyer’s own independent review and judgment. Buyer shallagrees to comply with (and to cause Buyer’s Representatives to comply with) the rules, regulations and instructions issued by Seller or any operator of the Conveyed Properties regarding the actions of Buyer (and Buyer’s Representatives) in conducting any inspection pursuant to this Section 6.1. Any physical inspections or other environmental review or diligence (including Buyer’s Environmental Review) shall cause each of its Affiliates to, cooperate with Sellers as may be performed by a reputable engineering firm and/or environmental consultant reasonably be requested by Sellers for such purposesacceptable to Seller.

Access. Prior to the Closing, the Seller shall afford to the Buyer, its Representatives (aincluding, but not limited to any potential financing source), inspectors, appraisers and engineers reasonable access (during normal business hours and in such a manner as not to unreasonably interfere with the normal operation of the Seller or its Selling Subsidiaries) Subject to applicable Lawtheir respective properties (including any Acquired Properties and any other assets or liabilities to be acquired or assumed by the Buyer pursuant to this Agreement), from and all other information the date hereof until Buyer may reasonably request (including reasonable access to the Closing Dateemployees of the Seller or any Affiliate thereof), Sellers (i) shall give including access to inspect such properties and assets and review the Books and Records and other financial, operational, environmental, health, safety and other records of the Seller and its Selling Subsidiaries, including for purposes of conducting environmental assessments, in each case, as the Buyer and its Representatives reasonable access during normal business hours may reasonably request. Notwithstanding the foregoing, except as otherwise set forth herein, the Buyer hereby agrees that with respect to any such investigation, inspection, interview or solicitation of information, the Buyer shall comply with the terms, conditions and obligations of the Buyer set forth in Sections 1 through 7 of that certain Access and Due Diligence Agreement dated as of October 3, 2014, among the Seller and certain Affiliates thereof and the Buyer (the “Access and Due Diligence Agreement”) to the officessame extent as if such sections were set forth in their respective entireties in this Agreement, propertiesand notwithstanding that such Access and Due Diligence Agreement will automatically terminate upon the execution of this Agreement. The Buyer’s indemnity and insurance obligations under this Section 6.2 shall survive the Closing or termination of this Agreement for 6 months; the Buyer’s confidentiality obligations under this Section 6.2 shall survive the termination of this Agreement for a period of one (1) year. The Buyer hereby agrees that no such environmental or other investigation shall involve a “Phase II” assessment or any other inspection which involves the movement, officersdisassembly or other intrusion of or with respect to, employeesany Acquired Property, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, be performed without the prior written consent of the CompanySeller. It is acknowledged and agreed that such access rights shall include the right to interview the tenants or subtenants under the Space Leases upon the prior written consent of the Seller, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Upon such consent, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) Seller shall furnish to Buyer arrange Buyer’s requested meeting with tenants at mutually agreeable times and its the Seller’ Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject entitled to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in attend any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellersmeetings. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject Immediately upon execution of this Agreement, the ▇▇▇▇▇ Entities shall use their best efforts to applicable Law, from cause the date hereof until the Closing Date, Sellers (i) shall give Buyer Company to provide Comcast and its Representatives reasonable representatives complete access during normal business hours to the officesbooks, propertiesrecords, officersagreements, employees, accountants, auditors, counsel accountants and other representatives, books and records the offices of the Company and its Subsidiaries; provided, however, that Buyer's inspection Subsidiaries for the purposes of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives making such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All Subsidiaries as Comcast shall deem necessary; provided, however, that such information investigation shall be provided subject to not unreasonably interfere with the provisions operations of the Confidentiality Company. Between the date hereof and the termination of this Agreement, ▇▇▇▇▇ agrees to provide to Comcast copies of all information delivered to BTH or any Investor Nominee in accordance with the Shareholders Agreement. In addition, notwithstanding the parties agree that the BTH Entities shall be permitted to provide to Comcast all information regarding the Company received by them or any provision of Investor Nominee after the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in date hereof; provided that any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant provided to Section 7.4(b)(ii) or Section 7.4(b)(iii), Comcast shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not subject to interfere unreasonably with the use of the Acquired Real Property by Sellersparagraph (b) below. (b) From and the date hereof to the earlier of the Closing Date or the date which is one year after the Closing Datetermination of this Agreement, Sellers shall give Buyer Comcast and Buyer's Representatives reasonable access during normal business hours to the officesits officers, facilities, plants, properties, officersdirectors, employees, books representatives and records Affiliates will use reasonable care to avoid disclosure to third parties of Sellers pertaining proprietary information (whether received by Comcast from the Company, the ▇▇▇▇▇ Entities or the BTH Entities) relating to the BusinessCompany, except as specifically (and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining only to the Business as Buyer's Representatives shall from time extent) required to time reasonably request and to discuss such information with such Representativesbe disclosed by applicable law or administrative or legal process. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for For purposes of Comcast's obligations under this Section 12, reasonable care means the same degree of care that Comcast exercises with respect to similar types of its own proprietary information. It is understood and agreed that: (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access Comcast will (to the Company's independent auditors' working papers pertaining extent reasonably possible) notify the ▇▇▇▇▇ Entities in writing prior to any proposed disclosure of such nonpublic information in response to the Business requirements of applicable law or administrative or legal process in order to enable the Assets▇▇▇▇▇ Entities to seek an appropriate protective order; (ii) undertakingComcast may disclose any information which (x) is or becomes publicly available other than as a result of a disclosure of Comcast in breach of this Agreement, with (y) was known to the consent party receiving such information prior to the receipt thereof other than as a result of a disclosure by Comcast in breach of this Agreement, or (z) was previously independently developed by the party receiving such information without the assistance of Comcast. In the event that the transactions contemplated hereby do not take place, all original documents shall be returned by Comcast if requested by the providing party within thirty (30) days of the Companytermination of this Agreement; otherwise, which consent Comcast shall not be unreasonably withheld or delayed, dispose of any study such original documents in the normal course of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purposeComcast's business. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject to applicable Law, from Between the date hereof until of this Agreement and the Core Portfolio Closing Date, Sellers (i) shall give HUD Portfolio Closing Date or the Casablanca Option Closing Date, as applicable, Sellers will, and will cause each Acquired Company to, afford to the authorized representatives and agents of the Buyer free and its Representatives reasonable access during normal business hours to and the officesright to inspect the assets, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of thereof and their respective Affiliates to the extent related to any Acquired Company or any Acquired Property, and its Subsidiaries; providedwill furnish, howeveror cause to be furnished to, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer such additional financial and its Representatives such financial, operating and property related data and other information regarding the same as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall may from time to time reasonably request and is available to discuss such information with such RepresentativesSellers or any Acquired Company. Sellers shallwill, and shall will cause each Acquired Company to, make reasonably available for conference any of their Affiliates to, cooperate with Buyer respective officers and employees and will attempt to make available their respective agents vendors or suppliers who are involved in the business conducted at any Acquired Property as may reasonably be requested by the Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer and will supply, or cause to conduct an audit of the Businessbe supplied, including access to the Buyer all other information that the Buyer deems necessary to review the Acquired Property as is available to Sellers or any Acquired Company's independent auditors' working papers pertaining . The Buyer and the Buyer’s agents, representatives and designees will also have the continuing right until the appropriate closing date to enter in and upon the Acquired Properties to inspect, examine, survey and make any borings, soil bearing tests, monitoring ▇▇▇▇▇, or other physical tests and any other engineering, structural, building system, environmental, architectural or landscaping test, drawings, investigations, analyses or surveys which the Buyer deems necessary or appropriate, subject to the Business or the Assets; (ii) undertaking, with the consent prior written approval of the CompanySeller, which consent approval shall not be unreasonably withheld or delayed, any study withheld. Any access pursuant to this Section 6.2(a) shall be subject to the terms of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purposeapplicable Property Lease. (cb) From The Buyer will cooperate with Sellers to conduct the inspections, examinations, surveys, tests, drawings, investigations, analyses, surveys, reviews and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours interviews contemplated in this Section 6.2 in such a manner as to cause as little disruption to the books business conducted at the Acquired Properties as possible, and records pertaining to the Excluded Assets Buyer will indemnify, defend and Excluded Liabilities and, save the Sellers harmless from any Damages incurred by the Sellers to the extent such Damages are caused by Buyer’s or its employees, contractors or representatives in the performance of such inspections, examinations, surveys, analyses, tests, drawings, investigations, surveys, reviews and interviews, except that Sellers retain in no event shall Buyer be liable for any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each Damages based solely on its discovery of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposespre-existing conditions.

Access. (a) Subject Prior to applicable Lawthe Closing, from Raintree and the date hereof until the Closing Date, Sellers (i) Company shall give permit Buyer and its Representatives reasonable access representatives to have access, during normal regular business hours and upon reasonable advance notice, to the officesall information, propertieswherever located, officers, employees, accountants, auditors, counsel and other representatives, books and records of obtained by Raintree or the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without from Bancomer under the consent of the Company, which consent shall not be unreasonably withheld Bancomer Agreement or delayed, include the environmental sampling of from any environmental media, including air, soil, surface water advisors or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders source with respect to any Acquired Assets the Transactions under the control or Assumed Liabilities. The Company shall have direction of Raintree and/or the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersCompany. (b) From In the event of the termination of this Agreement, Buyer shall promptly deliver to the Company, all original documents, work papers and other material obtained by Buyer or on its behalf from Raintree and the Company, or any of their respective agents, employees or representatives as a result hereof or in connection herewith whether so obtained before or after the execution hereof. Buyer shall at all times prior to the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours in the event of termination of this Agreement, cause any information so obtained to be kept confidential and will not use, or permit the officesuse of, facilitiessuch documents, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating work papers and other information pertaining to the Business materials in its business or any other manner or for any other purpose except as Buyer's Representatives contemplated hereby. The foregoing shall not preclude Buyer from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by disclosing any information obtained from Raintree or the Company to Buyer's consultants, accountants, legal advisors or other similar representatives, (ii) using or disclosing such information which currently is known generally to the public or which subsequently has come into the public domain, other than because of disclosure in violation of this Agreement, (iii) using or disclosing of such information that becomes available to Buyer to conduct an audit of on a non-confidential basis from a source other than Raintree, the Business, including access to Company or Raintree's or the Company's independent auditors' working papers pertaining agents provided that such source does not have an obligation prohibiting the disclosure of such information, (iv) disclosure to the Business Buyer's officers, directors and/or affiliates or the Assets; (iiv) undertakingdisclosing such information required by Law or court order, with the consent provided, that, as soon as Buyer has knowledge of the Companyrequirement for such disclosure, which consent shall not be unreasonably withheld or delayed, any study Buyer will promptly give the Company oral and then written notice of the condition or value nature of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; Law or order requiring disclosure and the Company acknowledges that information or access may disclosure to be requested and used for such purposemade in accordance therewith. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject to applicable Law, from the date hereof Upon execution of this Agreement until the earlier to occur of the Closing Dateor the termination of this Agreement, Sellers Seller shall give Purchaser, its Affiliates, and each of their respective officers, agents, accountants, attorneys, investment bankers, environmental consultants and other authorized representatives (“Purchaser’s Representatives”) reasonable access to the Records in Seller’s or any of its Affiliates’ possession and (to the extent any required consents, if any, of applicable Third Party operators have been received, after Seller uses its commercially reasonable efforts to obtain the same; provided that Seller shall not be obligated to expend any monies to obtain such consents) to the Assets, in each case during Seller’s normal business hours, for the purpose of conducting a due diligence review of the Assets, in each case to the extent that Seller may provide such access without (i) shall give Buyer and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld violating applicable Laws or delayed, include the environmental sampling of breaching any environmental media, including air, soil, surface water or groundwaterContracts, (ii) waiving any legal privilege of Seller, any of its Affiliates, or its counselors, attorneys, accountants, or consultants, or (iii) violating any obligations to any Third Party. Such access shall furnish be granted to Buyer Purchaser and the Purchaser’s Representatives (A) in the offices of Seller located in Houston, Texas, (B) on the premises of the Assets (subject to the receipt of any applicable consent of a Third Party operator as described above), and (C) in the case of Records, in a virtual data room or by means of an exchange of such Records via e-mail. To the extent that any Third Parties operate the Assets, Seller’s obligations to provide Purchaser with access to those Assets operated by Third Parties shall be limited to requesting that the applicable Third Party operator provide Purchaser’s Representatives with access to such Assets. All investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives with respect to the Assets prior to Closing shall be conducted at Purchaser’s sole cost, risk, and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller or its designee shall have the right to accompany Purchaser and Purchaser’s Representatives such financialwhenever they are on site on the Assets prior to Closing and are permitted to collect split test samples if any are collected prior to the Defect Deadline. Prior to Closing, operating Purchaser’s investigation and property review shall be conducted in a manner that minimizes interference with the ownership or operation of the Assets or the business of Seller or co-owners thereof. If the Closing does not occur, Purchaser (x) shall promptly return to Seller or destroy all copies of the Records, reports, summaries, evaluations, due diligence memos, and derivative materials related data thereto in the possession or control of Purchaser or any of Purchaser’s Representatives and (y) shall keep and shall cause each of Purchaser’s Representatives to keep, any and all information obtained by or on behalf of Purchaser confidential, except, in each case, as otherwise required by Law. (b) Purchaser agrees to indemnify, defend, and hold harmless each member of the Seller Group and the other information as such persons reasonably requestowners of interests in the Assets, from and against any and all Damages (including court costs and reasonable attorneys’ fees), attributable to, arising out of or relating to access to the Records, any offices of Seller, or the Assets prior to the Closing by Purchaser or any of Purchaser’s Representatives, EVEN IF SUCH CLAIMS, DAMAGES, LIABILITIES, OBLIGATIONS, LOSSES, COSTS, AND EXPENSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF ANY MEMBER OF THE SELLER GROUP, BUT EXCLUDING ANY SUCH DAMAGES ATTRIBUTABLE TO (I) THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF ANY MEMBER OF SELLER GROUP OR (II) MATTERS DISCOVERED OR UNCOVERED BY PURCHASER AND THE PURCHASER’S REPRESENTATIVES IN THE COURSE OF SUCH DUE DILIGENCE INVESTIGATION TO THE EXTENT SUCH DISCOVERIES ARE OF PRE-EXISTING CONDITIONS NOT CAUSED OR EXACERBATED (WHICH TERM SHALL SPECIFICALLY EXCLUDE THE DISCOVERY OF SUCH CONDITIONS) BY PURCHASER OR PURCHASER’S REPRESENTATIVES. (c) Upon completion of Purchaser’s pre-Closing due diligence, Purchaser shall at its sole cost and expense and without any cost or expense to Seller or its Affiliates, (i) repair all damage done to the Assets in connection with Purchaser’s due diligence, (ii) restore the Assets damaged in connection with Purchaser’s due diligence to the approximate same condition than they were prior to commencement of Purchaser’s due diligence, and (iii) shall instruct the Company's and its Subsidiaries' employeesremove all equipment, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In additiontools, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted property brought onto the Assets in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably connection with the use of the Acquired Real Property by SellersPurchaser’s due diligence. (bd) From and after During all periods that Purchaser or any of Purchaser’s Representatives are on the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed LiabilitiesSeller’s premises prior to Closing, Purchaser shall maintain, at its sole expense, sufficient policies of insurance to cover such diligence investigation. Buyer shallUpon request by Seller, and Purchaser shall cause each provide evidence of such insurance to Seller prior to entering the Assets or premises of Seller or its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesAffiliates.

Access. (a) Subject to compliance with applicable LawLaws, from each of the date hereof until the Closing Date, Sellers Company and Parent shall (and each shall cause its Subsidiaries to): (i) shall give Buyer and its Representatives reasonable access during normal business hours afford to the offices, properties, other party and to its officers, employees, accountants, auditorsconsultants, counsel legal counsel, financial advisors and agents and other representativesrepresentatives (collectively, “Representatives”) reasonable access, solely for purposes of furthering the Mergers and the other transactions contemplated hereby or integration planning relating thereto, during normal business hours, on reasonable advance notice of not less than two Business Days, throughout the period prior to the earlier of the First Effective Time and the Termination Date, to the other party’s and its Subsidiaries’ businesses, properties, personnel, agents, contracts, commitments, books and records records, other than any such matters that relate to the negotiation and execution of this Agreement, including with respect to the consideration or valuation of the Mergers or any financial or strategic alternatives thereto, or any Company Alternative Proposal or Parent Alternative Proposal, as applicable, and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall promptly furnish to Buyer the other party and its Representatives such financial, operating and property related data and all other information as such persons reasonably requestconcerning its business, properties and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer personnel as may reasonably be requested by Buyer the other party; provided, that the Company or Parent, as applicable, may provide such access by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law (including any COVID-19 Measures). (b) Subject to compliance with applicable Laws, throughout the period from the First Effective Time until the Control Date (or, as may be applicable in accordance with Section 5.20, the completion of the Post-Closing Disposition), the Company shall (and shall cause its Subsidiaries to) (i) afford to Parent and its Representatives reasonable access, for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit furthering the transactions contemplated hereby or integration planning relating thereto, during normal business hours, on reasonable advance notice of the Businessnot less than two Business Days, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; ’s and its Subsidiaries’ businesses, properties, personnel, agents, contracts, commitments, books and records, and (ii) undertakingpromptly furnish Parent and its Representatives (A) such financial and operating data and other information concerning the Company and its Subsidiaries as may be reasonably requested and is necessary or advisable in connection with any filings contemplated pursuant to Section 5.6 or any Post-Closing Disposition, with (B) all reports or other information concerning the consent Company and its Subsidiaries provided to third parties pursuant to the terms of any outstanding indebtedness of the Company, which consent shall not be unreasonably withheld Company or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; its Subsidiaries and (iiiC) undertaking any study relating to Sellers' compliance with Lawsall other information concerning the Company’s business, including Environmental Laws; properties and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers personnel as may reasonably be requested by Sellers the other party; provided, that the Company may provide such access by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law (including any COVID-19 Measures); provided, further, that to the extent access to any information of the Company or any of its Subsidiaries requires the entry of a protective order by the STB, the Company or its applicable Subsidiary shall be required to grant such access only if such order is obtained, subject to the terms of such order. (c) The foregoing provisions of this Section 5.3 notwithstanding, neither the Company nor Parent shall be required to afford such access or furnish such information if it would unreasonably disrupt the operations of such party or any of its Subsidiaries, would cause a violation of any agreement to which such party or any of its Subsidiaries is a party, would result in a loss of privilege or trade secret protection to such party or any of its Subsidiaries, would result in the disclosure of any information in connection with any litigation or similar dispute between the parties hereto, would constitute a violation of any applicable Law or result in the disclosure of any personal information that would expose the such party to the risk of liability. In the event that Parent or the Company objects to any request submitted pursuant to and in accordance with this Section 5.3 and withholds information on the basis of the foregoing sentence, the Company or Parent, as applicable, shall inform the other party as to the general nature of what is being withheld and the Company and Parent shall use reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the foregoing impediments, including through the use of reasonable best efforts to (i) obtain the required consent or waiver of any third party required to provide such information and (ii) implement appropriate and mutually agreeable measures to permit the disclosure of such information in a manner to remove the basis for the objection, including by arrangement of appropriate clean room procedures (including as set forth in the Clean Team Agreement), if the parties determine that doing so would reasonably permit the disclosure of such purposesinformation without violating applicable Law or jeopardizing such privilege. (d) Each of the Company and Parent hereby agrees that all information provided to it or any of its Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be “Confidential Information,” as such term is used in, and shall be treated in accordance with, the confidentiality agreement, dated as of December 9, 2020, between the Company and Parent (the “Confidentiality Agreement”) and, as applicable, the Clean Team Confidentiality Agreement, dated as of March 10, 2021, between the Company and Parent (the “Clean Team Agreement”).

Access. (a) Subject Prior to the Closing, Seller shall permit Purchaser and its representatives to have reasonable access, during regular business hours and upon reasonable advance notice, to the books, records, information, facilities and senior employees of the Acquired Companies and will cooperate with regard to such reasonable due diligence review as Purchaser may reasonably request. Upon reasonable advance notice to Seller and subject to Seller's consent, Purchaser shall be permitted to conduct Phase 1 type environmental investigations at any facility or Real Property owned or operated by the Acquired Companies. Purchaser will not contact in connection with the transactions contemplated by this Agreement employees of any governmental regulatory agencies governing the Acquired Companies' business activities without obtaining the prior written consent of Seller. Purchaser will not contact in connection with the transactions contemplated by this Agreement any customers or suppliers of the Acquired Companies, without the prior consent of Seller which will not be unreasonably withheld with respect to the top twenty (20) customers and suppliers; a representative of Seller shall be entitled to participate with Purchaser in making any contacts to such customers and suppliers. Seller shall not be required to comply with this provision to the extent Seller delivers to Purchaser a written notice that Seller has received advice of counsel stating that Seller's compliance with this Section 5.1 would reasonably be expected to either (i) result in a waiver of attorney-client privilege or (ii) violate an applicable Lawlaw; provided that in any such event Seller shall inform Purchaser that information was withheld from Purchaser, from the date hereof until general nature of such information so withheld and the basis for withholding such information and shall cooperate with Purchaser in seeking to develop a mutually acceptable mechanism for the protection of such information in a manner that would not result in a loss of such privilege or a violation of law. (b) Seller shall provide reasonable access to its premises in Hutchinson, Kansas to Purchaser or the Acquired Companies for one year following the Closing Date for the purpose of taking possession of the Additional Acquired Assets listed in Section 1.1(a) of the Purchaser Disclosure Letter; provided however that following the six month anniversary of the Closing Date, Sellersupon two months prior written notice, Seller may require the Purchaser or the Acquired Companies to remove the Additional Acquired Assets if Seller has bona fide plans to sell, remediate or utilize the premises where such Additional Acquired Assets are located, prior to the end of the one year anniversary of the Closing Date. If the Purchaser or the Acquired Companies fail to remove such assets during the time period set forth in the prior sentence, then the rights of Purchaser and the Acquired Companies under this Section 5.1(b) shall cease and the ownership of such Additional Acquired Assets shall revert to the Seller. Purchaser and the Acquired Companies shall bear risk of loss for the Additional Acquired Assets left on Seller's premises in Hutchinson, Kansas, absent Seller's gross negligence or willful misconduct. Purchaser and the Acquired Companies shall take reasonable care in removing any Additional Acquired Asset from such premises and Purchaser shall, or shall cause the Acquired Companies to, indemnify Seller for any material damage or liabilities caused directly by such removal, unless such damages or liability will not adversely affect Seller's near-term plans for the facilities following such removal (it being understood that the removal of the Additional Acquired Assets will adversely affect the use of the premises for mining and salt processing activities). (ic) shall give Buyer All information provided to Purchaser and its Representatives reasonable access during normal business hours Affiliates, agents and representatives by or on behalf of Seller or any of the Acquired Companies in connection with the Agreement and the transactions contemplated hereby will be held by Purchaser and its Affiliates, agents and representatives as Evaluation Material, as defined in, and pursuant to the officesterms of, propertiesthe Confidentiality Agreement. Purchaser shall, and shall direct its directors, officers, employees, accountants, auditorscounsel, counsel consultants, funding sources and other representativesrepresentatives to, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably comply with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersConfidential Information. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. Subject to applicable Law relating to the sharing of information, and except as may otherwise be required by applicable Law, Rolex and Tag each shall (and shall cause its respective Subsidiaries to) (a) Subject to applicable Lawupon reasonable notice, from afford the date hereof until the Closing Date, Sellers (i) shall give Buyer and its other’s Representatives reasonable access access, during normal business hours throughout the period prior to the officesEffective Time, to its properties, officersbooks, employees, accountants, auditors, counsel and other representatives, books contracts and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel as may reasonably be requested, (b) in the case of the Company Rolex and its Subsidiaries; provided, however, that Buyer's inspection keep Tag reasonably informed (including upon the request of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling Tag) of any environmental mediamaterial development, discussion or negotiation regarding a Specified Rolex Transaction on a reasonably prompt basis including airby providing Tag with copies of any written proposal with respect to a Specified Rolex Transaction from a third party (and in any event, soilwithin five (5) Business Days of any such material development, surface water discussion, negotiation or groundwater, (iithe receipt of such proposal) shall furnish to Buyer and otherwise considering in good faith any reasonable comments made by Tag or its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets such proposal or Assumed Liabilities. The Company shall have written response by Tag with respect thereto and (c) in the right case of Tag and its Subsidiaries, keep Rolex reasonably informed (including upon the request of Rolex) of any material development, discussion or negotiation regarding a Specified Tag Transaction on a reasonably prompt basis including by providing Rolex with copies of any written proposal with respect to participate in such negotiations a Specified Tag Transaction from a third party (and agrees to cooperate with Buyer, at Buyer's request, in any event, within five (5) Business Days of any such negotiations. It is acknowledged material development, discussion, negotiation or the receipt of such proposal) and understood otherwise considering in good faith any reasonable comments made by Tag or its Representatives with respect to any such proposal or written response by Tag with respect thereto; provided, that no investigation by Buyer investigation, access or other sharing of information received by Buyer pursuant to this ‎Section 7.5 shall operate as a waiver affect or otherwise be deemed to modify or affect any representation, representation or warranty or other agreement given or made by Seller hereunder. Buyer agrees Rolex, Tag or either Merger Sub; provided, further, that (i) any on-site inspections such investigation, access or sharing of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), information shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted such a manner so as not to interfere unreasonably with the use business or operations of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the BusinessParty furnishing such information or providing such access, and Sellers (ii) the foregoing shall cause their Representatives not require Rolex or Tag (A) to furnish permit any inspection, or to Buyer such financialdisclose any information, technicalthat in the reasonable judgment of Rolex or Tag, operating and other information pertaining as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to the Business as Buyer's Representatives shall from time confidentiality (provided, that (1) with respect to time reasonably request and to discuss such information with such Representatives. Sellers a Specified Rolex Transaction, Rolex shall, and shall cause each of their its Affiliates and direct its Representatives to, cooperate use reasonable best efforts to cause any confidentiality agreement entered into with Buyer as may reasonably be requested by Buyer for purposes third parties in respect of (i) enabling an independent accounting firm selected by Buyer such transaction to conduct an audit permit the disclosure of the Business, including access information to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; Tag and its Representatives and (iii2) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such itemsa Specified Tag Transaction, the Acquired Assets or Assumed Liabilities. Buyer Tag shall, and shall cause each of its Affiliates and direct its Representatives to, cooperate use reasonable best efforts to cause any confidentiality agreement entered into with Sellers third parties in respect of such transaction to permit the disclosure of information to Rolex and its Representatives), (B) to waive or jeopardize the attorney-client or other privilege held by Rolex or Tag, as the case may be, or any of their respective Subsidiaries, or (C) to otherwise violate any applicable Law; provided, that, in any such case, the parties hereto shall use their respective reasonable best efforts to provide for an alternative arrangement that permits the exchange of such information, such as a joint defense or similar arrangement. All requests for information made pursuant to clause (a) of this ‎Section 7.5 shall be directed to an executive officer of Rolex or Tag, as the case may be, or such Person as may reasonably be requested designated by Sellers for either of their executive officers, as the case may be, with a copy to the General Counsel of such purposesparty, and all such information shall be governed by the terms of the Confidentiality Agreement.

Access. (a) Subject to applicable Law, from the date hereof until the Closing Date, Sellers (i) shall give Buyer and its Representatives reasonable access during normal business hours Prior to the officesClosing, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each NNGC to, (a) permit Buyer and its agents (including their counsel, accountants and consultants) to have reasonable and appropriate access upon reasonable advance notice to such books, records, properties, facilities, executive-level personnel, managers, officers, independent accountants, legal counsel and customers of NNGC with respect to the Business as are reasonably necessary to allow Buyer to make such inspections as it reasonably requires to verify the representations and warranties contained in Article III and (b) furnish promptly to Buyer and its representatives such information concerning NNGC, the Business and the properties, contracts, records and personnel as may be reasonably requested to the extent that such access or information is not prohibited by FERC marketing affiliate rules. (b) Sellers shall have the right to have a representative present at all times of any such inspections, interviews, and examinations conducted at or on the offices or other facilities or properties of Sellers or NNGC. Additionally, Buyer shall hold in confidence all such information on the terms and subject to the conditions contained in the Confidentiality Agreement. Buyer shall have no right of access to, and Sellers shall have no obligation to provide to Buyer, (1) bids received from others in connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids, or (2) any information the disclosure of which would jeopardize any privilege available to NNGC, Sellers or any of their Affiliates relating to such information or would cause Sellers to breach a confidentiality obligation. Buyer agrees that if Buyer or its authorized representatives receive, or if the information (whether in electronic mail format, on computer hard drives or otherwise) held by NNGC as of the Closing includes information that relates to the business operations or other strategic matters of Sellers, or any of their Affiliates (other than NNGC) such information shall be held in confidence on the terms and subject to the conditions contained in the Confidentiality Agreement, but the term of the restriction on the disclosure and use of such information shall continue in effect as to such information for a period of two years from the Closing. Buyer further agrees that if Sellers or NNGC inadvertently furnishes to Buyer copies of or access to information that is subject to clause (2) of the second preceding sentence, Buyer will, upon Sellers' request, promptly return same to Sellers and Buyer will destroy any and all extracts therefrom or notes pertaining thereto (whether in electronic or other format). Buyer shall indemnify, defend, and hold harmless Sellers and their Affiliates from and against any losses or damages asserted against or suffered by Sellers relating to, cooperate with Buyer as may reasonably be requested resulting from, or arising out of, examinations or inspections made by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer or its authorized representatives pursuant to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purposeSection 5.2. (c) From Buyer agrees that Sellers may retain (i) a copy of all materials included in the Data Room, together with a copy of all documents referred to in such materials, (ii) copies of all books and records prepared by Sellers or their Affiliates in connection with the transactions contemplated by this Agreement, including bids received from others and information relating to such bids, (iii) copies of any books and records which may be relevant in connection with the defense of disputes arising hereunder, (iv) all consolidating and consolidated financial information and all other accounting books and records prepared or used in connection with the preparation of financial statements of Sellers (provided that copies shall be provided to the Buyer), and (v) copies of all Retained E-Mail. Sellers agree that all such information shall be held in confidence on the terms and subject to the conditions contained in the Confidentiality Agreement as if Sellers were the receiving party thereunder, but the term of the restriction on the disclosure and use of such information shall continue in effect as to such information for a period of two years from the Closing. (d) Each party agrees that it will cooperate with and make available to the other parties during normal business hours, all books and records, information, and employees (without substantial disruption of employment) retained and remaining in existence after the Closing DateDate which are necessary or useful in connection with (i) any Tax inquiry, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the audit, investigation, or dispute, (ii) any litigation or investigation, or (iii) any other matter requiring any such books and records pertaining to the Excluded Assets and Excluded Liabilities andrecords, to the extent information, or employees for any reasonable business purpose, provided that Sellers retain any Liabilities (a) with respect to such itemsproviding Buyer access to Retained E-Mail, the Acquired Assets or Assumed Liabilities. Sellers shall provide access to Buyer shallupon Buyer's request, and shall cause each furnish Buyer with copies of, only those portions of the Retained E-Mail that pertain or relate to the Business or NNGC or its Affiliates toassets and (b) Sellers shall not be required by this Section 5.2(d) to make available to Buyer any information referred to in clause (1) of the third sentence of Section 5.2(b) or clause (ii) of Section 5.2(c). The party requesting any such books and records, cooperate information, or employees shall bear all of the out-of-pocket costs and expenses reasonably incurred in connection with providing such books and records, information, or employees. Sellers as may reasonably be requested by require certain financial information related to the Business for periods prior to the Closing Date for the purpose of filing federal, state, local, and foreign Tax Returns and other governmental reports, and Buyer agrees to furnish such information to Sellers for such purposesat Sellers' request and expense.

Access. (a) Subject to the provisions of the Confidentiality Agreements and to applicable LawLegal Requirements, during the period from the date hereof until of this Agreement through the Closing DateDate (the "Pre-Closing Period"), Sellers Seller will, after receiving reasonable advance notice from Purchaser, give Purchaser reasonable access (during normal business hours) to the Boulder Facility and to Seller's books and records relating to the Specified Assets and relating to those Available Employees who consent in writing to such access (the "Consenting Employees"), and will provide Purchaser with such information regarding the Specified Assets, the Consenting Employees and any other appropriate matters germane to the subject matter of this Agreement and the Ancillary Agreements as Purchaser may reasonably request, for the sole purposes of enabling Purchaser (i) shall give Buyer to further investigate, at Purchaser's sole expense, the Specified Assets, the Consenting Employees and its Representatives reasonable access during normal business hours any other appropriate matters germane to the offices, properties, officers, employees, accountants, auditors, counsel subject matter of this Agreement and other representatives, books the Ancillary Agreements and records (ii) to verify the accuracy of the Company representations and its Subsidiarieswarranties set forth in Section 2; provided, however, that Buyerexcept as provided in Section 5.5, Purchaser will not (without Seller's inspection approval, which will not be unreasonably withheld) contact or otherwise communicate with any of Sellers' properties shall notthe Available Employees. To the extent requested by Purchaser, without Seller will arrange to permit Purchaser to conduct interviews of any of the Available Employees during the Pre-Closing Period. Seller will request the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject Available Employees to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each disclosure of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer respective personnel files to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purposePurchaser. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject to confidentiality obligations that may be applicable to information furnished to Seller or any of its Subsidiaries by Third Parties that may be in Seller’s or any of its Subsidiaries’ possession from time to time, during the Interim Period, to the extent permitted by applicable Law, from including in accordance with the date hereof until the Closing DateHSR Act, Sellers Seller shall, and shall cause its Affiliates to, during ordinary business hours and upon reasonable notice: (i) shall give Buyer and any of its Affiliates and its and their respective Representatives reasonable access during normal business hours to the officesphysical sites, properties, officersfacilities, employees, accountants, auditors, counsel and other representativesfinancial materials, books and records of the Company Seller and its SubsidiariesAffiliates to the extent related to the Business, the Purchased Assets and the Assumed Obligations; (ii) permit Buyer, its Affiliates and its and their respective Representatives to make such reasonable inspections thereof as Buyer may reasonably request; (iii) furnish Buyer, its Affiliates and its and their respective Representatives with (or provide access to) such financial and operating data and other information with respect to the Business, Purchased Assets and Assumed Obligations (and any properties, facilities, books and records related thereto) as Buyer may from time to time reasonably request; and (iv) furnish Buyer, its Affiliates and its and their respective Representatives with (or provide access to) a copy of each material report, schedule, or other Document (and any properties, facilities, financial materials, books and records related thereto) (which may be reasonably redacted by Seller to the extent not related to the Business) filed or submitted by Seller with, or received by Seller from, any Governmental Entity, in each case: (A) to comply with reporting, disclosure, filing, or other requirements imposed on Buyer or its Affiliates (including under applicable securities Laws) or for other bona fide business reasons; (B) to satisfy audit, accounting, claims, regulatory, litigation, subpoena, or other similar requirements; (C) to comply with the obligations of Buyer under this Agreement or the Ancillary Agreements or (D) to reasonably aid Buyer and its Affiliates with respect to the transition of the Business to Buyer from and after the Closing; provided, however, that any such access will be conducted at Buyer's inspection ’s risk and expense, at a reasonable time, under the supervision of Sellers' properties shall not, without Seller’s or its Affiliates’ personnel; and (w) any such investigation will be conducted in such a manner as not to interfere unreasonably with the consent operation of the CompanyBusiness or any other Person, including the business of Seller and its Affiliates; (x) none of Seller or its Affiliates shall be required to take any action which consent would constitute or result in a waiver of any of the foregoing to the extent subject to the attorney-client privilege, attorney work product privilege, or other applicable legal privilege of Seller or any of its Affiliates or Representatives; (y) Seller shall not be unreasonably required to supply any information relating to the sale process for the Business and information and analysis (including financial analysis) relating thereto; and (z) none of Seller or its Affiliates shall be required to supply Buyer with any information which Seller or its Affiliate is under a legal obligation not to supply (provided, that, in the case of this clause (z), to the extent reasonably practicable, Seller shall provide Buyer with a reasonably detailed summary of such withheld information in a manner which would not violate such legal obligation not to supply); provided, further, that Buyer’s access to the Real Property may be limited to the extent Seller reasonably determines that (A) any such restrictions are required pursuant to any Contracts or delayed, include instruments related to or governing the environmental sampling Real Property or (B) any such access would jeopardize the health and safety of any environmental mediaof its employees or other Representatives (including in light of any Pandemic). Notwithstanding the foregoing, Seller may, upon the advice of outside counsel, which may be internal counsel, reasonably designate any competitively sensitive material provided to Buyer under this Section 7.2 as “outside counsel only.” Such materials and the information contained therein shall be given only to Buyer’s outside counsel, and Buyer shall cause such outside counsel not to disclose such materials or information to Buyer’s Affiliate or employees, officers, directors, or other Representatives of Buyer, unless express written permission is obtained in advance from the source of the materials. Notwithstanding anything herein to the contrary, no such access, disclosure, or copying shall be permitted for a purpose relating to a dispute or potential dispute between Seller and Buyer or any of its respective Affiliates. All requests for access and information pursuant to this Section 7.2 shall be made to such Representatives of Seller as Seller shall designate in writing, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. (b) Notwithstanding anything in this Section 7.2 to the contrary: (i) Buyer will not have access to human resources, personnel, and medical records if such access could, in Seller’s opinion (in its sole discretion), subject Seller to risk of Liability or otherwise violate applicable Law, including air, soil, surface water or groundwater, the Health Insurance Portability and Accountability Act of 1996; (ii) shall furnish Buyer will not have access to Buyer and any information to the extent relating to any Tax Return of Seller or any of its Representatives such financial, operating and property related data and other information as such persons reasonably request, Affiliates that does not constitute a Document; and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its any investigation of environmental matters by or on behalf of Buyer will be limited to visual inspections, site visits, records reviews, and employee interviews commonly included in the business scope of the Company “Phase 1” level environmental site assessments and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In additionenvironmental compliance reviews, notwithstanding any provision of the Confidentiality Agreement to the contrary, and Buyer shall, with the prior consent of the Company, which consent shall will not be unreasonably withheld or delayed, have the right to contact perform or conduct any sampling or testing at, in, on, or underneath any of the Purchased Assets without the express written consent of Seller (which consent can be withheld, conditioned or delayed in Seller’s sole discretion). Buyer shall abide by Seller’s safety rules, regulations, and negotiate directly with Seller's joint venturers policies (including the execution and other partnersdelivery of any documentation or paperwork (e.g., parties to the Assumed Contracts and lenders Liability releases)) with respect to Buyer’s access to any Acquired Assets of the Real Property to the extent disclosed to Buyer in advance or Assumed Liabilitiesat the time of such access. The Company Seller shall have the right to participate in such negotiations and agrees to cooperate with Buyer, have a Representative present at Buyer's request, in all times during any such negotiationsinspections, interviews, and examinations. It is acknowledged Buyer shall hold in confidence all such information on the terms and understood that no subject to the conditions contained in the Confidentiality Agreement. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty warranty, covenant, or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purposethis Agreement. (c) From and after (i) BUYER, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE REPRESENTATIVES, AS APPLICABLE, WAIVE AND RELEASE ALL DAMAGES AND LOSSES AGAINST THE SELLER INDEMNIFIED PARTIES FROM AND (ii) BUYER SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE SELLER INDEMNIFIED PARTIES FROM AND AGAINST ALL DAMAGES AND LOSSES RESULTING FROM OR RELATING TO THE ACTIVITIES OF BUYER, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE REPRESENTATIVES UNDER THIS SECTION 7.2, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT, OR COMPARATIVE NEGLIGENCE (INCLUDING GROSS NEGLIGENCE), WILLFUL MISCONDUCT, STRICT LIABILITY, OR OTHER FAULT OR VIOLATION OF LAW BY THE SELLER INDEMNIFIED PARTIES. The foregoing indemnification obligation shall survive the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to or the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each termination of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesthis Agreement.

Access. (a) Subject to applicable Law, from Between the date hereof until of this Agreement and the Closing DateClosing, Sellers the Sellers shall (i) shall give Buyer afford Purchaser and its Representatives authorized representatives, at reasonably agreeable times, reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel all offices and other representatives, facilities of the Targeted Businesses and to all books and records of relating to the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwaterTargeted Businesses, (ii) shall permit Purchaser, at reasonably agreeable times, to make such inspections and to make copies of such books and records as it may reasonably require and (iii) furnish to Buyer Purchaser with such financial and its Representatives such financial, operating and property related data and other information concerning the Targeted Businesses as such persons Purchaser may from time to time reasonably request, and (iii) shall instruct the Company's . Purchaser and its Subsidiaries' employees, counsel authorized representatives shall conduct all such inspections in a manner that will limit disruptions to the business and financial advisors to cooperate reasonably with Buyer in its investigation operations of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersTargeted Businesses. (b) From Purchaser and after its authorized representatives (including its designated engineers or consultants) may at reasonably agreeable times enter into and upon all or any portion of the Closing DateTargeted Businesses' or any Target Subsidiary's properties (including all the Leased Real Property) in order to investigate and assess, Sellers shall give Buyer as Purchaser deems necessary or appropriate in its sole and Buyer's Representatives reasonable access during normal absolute discretion, the environmental condition of such properties or the business hours conducted thereat. Such investigation may include, but need not be limited to, the performance of soil and surface or ground water sampling, monitoring, borings or testing and any other tests, investigations, audits, assessments, studies, inspections or other procedures relating to the offices, facilities, plants, properties, officers, employees, books and records environmental conditions or Materials of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such RepresentativesEnvironmental Concern. The Sellers shall, and shall cause each of their Affiliates the Targeted Businesses and the Target Subsidiaries to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer Purchaser and its authorized representatives in conducting such investigation, shall allow Purchaser and its authorized representatives full access at such agreed upon times to their properties and businesses, together with full permission to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shallinvestigation, and shall cause each provide to Purchaser and its authorized representatives all plans, soil or surface or ground water tests or reports, any environmental investigation results, reports or assessments previously or contemporaneously conducted or prepared by or on behalf of, or in the possession of its Affiliates toor reasonably available to the Sellers or any Target Subsidiary or any of their engineers, cooperate with Sellers as may reasonably be requested by Sellers for such purposesconsultants or agents and all other relevant information relating to environmental matters in respect of the Targeted Businesses.

Access. (ai) Subject to applicable Lawthe other provisions of this Section 5(d), from the date hereof until the Closing Date, Sellers (i) the Seller shall give cause the Companies to provide the Buyer and its Representatives authorized representatives with full access, at all reasonable access during normal business hours to the officestimes, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably requestupon reasonable advance notice, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted manner so as not to interfere unreasonably with the use normal business operations of either Company, to the offices, properties, books, records, contracts, Tax records and documents of or pertaining to each Company in order for the Buyer to have the opportunity to make such investigation as it shall reasonably desire to make of the Acquired Real Property by Sellersaffairs of the Companies. Such access shall also be available on the terms and conditions described above to ACuPowder and its authorized representatives with respect to the facilities of Metal Powders located in Greenback and Maryville, Tennessee (collectively, the "TENNESSEE FACILITIES"). (bii) From The Parties shall agree upon mutually convenient times and after places at which the Buyer may conduct interviews with key employees and/or customers of the Companies mutually agreed to by the Seller and the Buyer. Such access shall also be available on the terms and conditions described above to ACuPowder and its authorized representatives with respect to the Tennessee Facilities. (iii) In addition, the Buyer shall be entitled to maintain one (1) representative on-site at the Niagara Falls Facility who shall have access to and monitor the daily business operations of the Companies; provided, that (x) such representative shall have entered into a confidentiality agreement in favor of the Seller in form and substance satisfactory to the Seller, (y) such representative shall have agreed to (and shall) comply with all rules and policies (including with respect to safety and security) applicable to non-employee visitors to the Niagara Facility, and (z) the Buyer shall have agreed, in a manner satisfactory to the Seller, to be responsible for and to indemnify the Seller (and the Companies, in the event that the Closing does not occur for any reason) in respect of (A) such representative's compliance with such confidentiality agreement, rules and policies, (B) all compensation and employment-related matters with respect to such representative, and (C) all acts or omissions committed by such representative during his or her presence at the Niagara Falls Facility or while present at other facilities of either Company or the Seller to the extent that such acts or omissions have any adverse effect on the Seller, either Company or any Other Affiliate. (iv) Without limiting the generality of the foregoing provisions, access to the Companies shall be further limited as follows with respect to environmental matters: During the Pre-Closing Period, the Seller shall allow the Buyer and its representatives and agents, including an environmental consultant, access, during normal business hours, upon reasonable advance notice, to the Companies' properties, and shall make available to Buyer, during normal business hours at times and for periods of time that will not unreasonably interfere with the normal business operations of either Company, such employee or employees of each of the Companies as shall be designated by the Seller and as are reasonably available who are involved in environmental compliance in order to allow the Buyer to investigate the condition with respect to environmental matters of each Company's properties, plants and facilities. Such access shall also be available on the terms and conditions described above to ACuPowder and its authorized representatives with respect to the Tennessee Facilities. (v) All information disclosed or made available to or otherwise obtained by the Buyer, U.S. Bronze, ACuPowder and/or their respective authorized representatives and agents pursuant to the foregoing provisions or otherwise in connection with their investigation of the Companies or in connection with the transactions contemplated hereby shall be subject to the terms and conditions of the Confidentiality Agreement, the U.S. Bronze Confidentiality Agreement and the ACuPowder Confidentiality Agreement, respectively, each of which the Contract Parties hereby acknowledge and agree shall remain in full force and effect and shall survive the Closing or any termination of this Agreement. (vi) Prior to the Closing, the Buyer shall not, and shall not cause or permit its representatives and agents or ACuPowder or its representatives and agents to, contact or in any manner communicate with the employees, customers, lessors and suppliers of the Companies in connection with the transactions contemplated hereby, except in accordance with the procedures provided herein or otherwise with the express prior consent of the Seller, or upon the express request of the Seller. (vii) Prior to the Closing Date, Sellers the Seller shall give Buyer and provide the Buyer, promptly upon the Seller's Representatives reasonable access during normal business hours to the officesreceipt thereof, facilitieswith copies of all monthly production, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating sales and other information pertaining to the Business as Buyer's Representatives shall monthly operational reports received by Seller from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject to applicable Law, from the date hereof Upon execution of this Agreement until the Closing Date, Sellers (i) shall give Buyer subject to the limitations expressly set forth in this Agreement, Seller and its Representatives Affiliates shall provide Purchaser and its representatives reasonable access during to the Assets operated by Seller and access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s possession for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s and its Affiliates’ normal business hours to hours, and Purchaser’s investigation shall be conducted in a manner that minimizes interference with the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records operation of the Company business of Seller and its Subsidiariesany applicable third Person operator. All investigations and due diligence conducted by Purchaser or any of Purchaser’s representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s representatives shall result from Purchaser’s own independent review and judgment. Seller shall use reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to obtain permission for Purchaser to gain access to Third Party operated Properties to inspect the condition of the same; provided, however, that Buyer's inspection Seller shall have no liability to Purchaser (or otherwise be in breach of Sellers' properties shall notthis agreement) for failure to obtain such operator’s permission; provided, without the further, that if Seller or its Affiliates fails to grant its consent of the Company, (which consent can be withheld in Seller’s sole discretion for any reason or no reason) to such access, then Purchaser shall have the right (in its sole discretion) to elect in writing to exclude the affected Asset(s) from the transactions contemplated by this Agreement and, in such event, (1) the Base Purchase Price shall be reduced by the Allocated Value, if any, of such affected Asset(s), (2) such affected Asset(s) shall be deemed to be excluded from the definition of “Assets” and from the applicable exhibits attached hereto, (3) Purchaser shall have no obligations or liabilities of any kind with respect to such excluded affected Assets and (4) such affected Assets(s) shall thereafter be deemed to constitute Excluded Assets for all purposes of this Agreement; provided, for the avoidance of doubt, Purchaser shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired exclude Assets that are operated by a Third Party. Seller or Assumed Liabilities. The Company its designee shall have the right to participate in such negotiations accompany Purchaser and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-its representatives whenever they are on site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or on the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject to applicable LawUpon reasonable advance written notice, from the date hereof until Company and each of the Closing DateAcquired Companies shall afford Parent’s representatives reasonable access, Sellers (i) shall give Buyer and its Representatives reasonable access during normal business hours throughout the period prior to the officesEffective Time, properties, officers, employees, accountants, auditors, counsel and other representatives, to the Company’s books and records of records, properties and facilities (in each case, as related to the Acquired Companies and Company Properties) and, during such period, the Company shall furnish promptly to Parent all readily available information concerning the Company’s and its Subsidiariesthe Acquired Companies’ business as Parent may reasonably request; provided, however, that Buyer's the Company shall not be required to permit any inspection or other access, or to disclose any information, that in the reasonable judgment of Sellers' properties shall notthe Company could reasonably be expected to: (a) result in the disclosure of any Trade Secrets of third parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law; or (e) materially interfere with the conduct of the Company’s or the Acquired Companies’ business. No physically invasive or destructive testing or soil investigations, including, without limitation, soil borings or Phase II environmental testing, shall be performed without the consent prior written approval of the Company, which consent approval shall not be unreasonably withheld withheld, conditioned or delayed. While on the Company Properties, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably requestParent will comply, and (iii) will cause any of its representatives to comply, in all material respects with all applicable governmental laws and regulations. Parent shall instruct repair any damage to the Company's Company Properties or any adjacent property caused by such actions to the substantially same condition as existed prior to Parent’s action and does hereby agree to indemnify, defend, save and hold Company and, as the case may be, its Subsidiaries' employeessubsidiaries, counsel members, managers, partners, trustees, shareholders, directors, officers, employees and financial advisors to cooperate reasonably with Buyer in its investigation of the business agents of the Company and its Subsidiariesmembers (collectively, “Company Parties”) harmless of and from any and all claims, damages, losses, costs, expenses and liabilities (collectively, “Claims”) which Company or Company Parties may suffer, or to which they may be subject, by reason of, or in any manner directly as a result of, the inspections of Parent and its representatives at the Company Properties except (i) to the extent such claim or damage was caused by the gross negligence or willful misconduct of the Company or any Company Party, and/or (ii) for any existing conditions merely discovered by Parent or its representatives, unless exacerbated by Parent’s negligence or willful misconduct (in which case Parent shall be responsible solely to the extent of such exacerbation). Notwithstanding anything to the contrary in this Agreement, Parent shall not be entitled to recover from the Company or any direct or indirect owner or affiliate thereof (and in no event shall any of the foregoing be responsible for) consequential, special or any other indirect damages arising from this Section 6.4 unless such damages are payable by a Company Party to an unaffiliated third party. Parent specifically acknowledges and agrees not to utilize any such access for, or to otherwise engage (before the Closing Date) in, any marketing of all or any part of the Company Properties. In the event Parent discovers a preexisting condition at the Property, Parent hereby covenants that it shall not disclose such condition to any person (other than to its representatives) or governmental authority, except as otherwise required by applicable law or legal process; provided, however, Parent shall first notify the Company of such legal requirement and shall give the Company the opportunity to defend against or attempt to limit such disclosure through appropriate proceedings (and Parent shall cooperate in good faith with the Company, at the Company’s sole cost and expense, in connection therewith) or make the disclosure itself. Prior to Parent’s or its representative’s entry on the Company Properties, Parent shall furnish (or caused to be furnished) to the Company a certificate naming the Company and each of the applicable Company Subsidiaries as additional insureds on Parent’s commercial general liability insurance policy, which such commercial general liability (occurrence) insurance is in an amount of not less than One Million Dollars ($1,000,000) per occurrence, Two Million Dollars ($2,000,000) in the aggregate, and with excess umbrella coverage of Five Million Dollars ($5,000,000). Parent shall also maintain, with respect to its employees, if any, workers compensation insurance in an amount required by law, together with employer’s liability, with a waiver of subrogation. Parent agrees to maintain such coverages until the Closing Date. No investigation pursuant to this Section 6.4 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 6.4 must be directed to the General Counsel of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, the Parent Parties shall not, and shall cause their respective representatives not to, contact any tenant, customer or supplier of the Company in connection with the Mergers or any of the other Transactions without the Company’s prior written consent (such information consent not to be unreasonably withheld, conditioned or delayed), and the Parent Parties acknowledge and agree that any such contact shall be provided subject arranged by and with a representative of the Company participating. All information obtained by Parent and its representatives pursuant to this Section 6.4 shall be treated as “Evaluation Material” of the provisions Company for purposes of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. The Receiver shall have unlimited and exclusive access to the Mortgaged Property as agent and attorney for the Mortgagor (which right of access shall not be revocable by the Mortgagor) and shall have full power and unlimited authority to do the following, subject to the instrument appointing the Receiver: (a) Subject collect the Rents and take proceedings in the name of the Mortgagor and make arrangements or compromises with respect to applicable Law, from the date hereof until the Closing Date, Sellerscollection of Rents; (ib) shall give Buyer from time to time without notice or demand and its Representatives reasonable access during normal business hours to free of charge occupy the officesMortgaged Property and use any equipment, propertiestools, officers, employees, accountants, auditors, counsel and other representatives, books and records undertaking or Improvements of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld Mortgagor; (c) carry on or delayed, include the environmental sampling of any environmental media, including air, soil, surface water concur in carrying on all or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation part of the business of the Company and its Subsidiaries. All Mortgagor; (d) borrow money on a secured or unsecured basis in priority to this Mortgage for such information shall be provided subject to purposes approved by the provisions Mortgagee; (e) lease any portion of the Confidentiality Agreement. In additionMortgaged Property which may become vacant on such terms and conditions as he considers advisable and enter into and execute Leases, notwithstanding accept surrenders and terminate Leases; (f) complete the construction of any provision Improvements on the Mortgaged Property left by the Mortgagor in an unfinished state or award the same to others to complete; (g) purchase, repair, alter and maintain any personal property including, without limitation, appliances and equipment, necessary or desirable to render the Mortgaged Property operable or rentable and take possession of and use or permit others to use all or part of the Confidentiality Agreement to the contraryMortgagor’s materials, Buyer shallsupplies, with the prior consent plans, tools, equipment (including appliances) and property of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact every kind and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers.description; and (bh) From manage, operate, repair, alter or extend the Mortgaged Property and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business Improvements or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purposepart thereof. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject to applicable Lawspecific restrictions imposed upon Seller and Company by Law or Contract to which either of them is a party and to the execution and delivery by each of the representatives of Buyer referred to below of a confidentiality agreement on substantially the same terms as set forth in that certain Confidentiality Agreement dated April 30, from the date hereof until the Closing Date1997 by and between Buyer and Seller, Sellers (i) Seller and Company shall give authorize and permit Buyer and its Representatives representatives (which term shall be deemed to include its independent accountants and counsel and representatives of prospective financing institutions of Buyer) to have reasonable access during normal business hours hours, upon reasonable notice and in such manner as will not unreasonably interfere with the conduct of their respective businesses, to all of their respective properties, books, records, operating instructions and procedures, Tax Returns, and all other information with respect to the officesBusiness as Buyer may from time to time request, propertiesand to make such reasonable numbers of copies of such books, records and other documents and to discuss their respective businesses with such other Persons, including, without limitation, the directors, officers, employees, accountants, auditorscounsel, counsel suppliers, customers, and other representativescreditors of Seller (with respect to the Business) and Company, books as are reasonably necessary or appropriate for the purposes of familiarizing them with the Business and records obtaining any necessary Approvals of or Permits for the transactions contemplated by this Agreement. Without limiting the generality of the Company and its Subsidiaries; providedforegoing, however, that Buyer's inspection of Sellers' properties Buyer shall not, be entitled to (a) conduct or cause to be conducted without the consent of the Seller or Company, an environmental compliance audit of the Business and, respect to any interest in real property held by Seller (with respect to the Business) or Company, a non-invasive environmental audit consisting of a "phase 1" environmental study, (b) conduct or cause to be conducted subject to the prior written consent of Seller or Company (which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (iiwithheld) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate interest in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made real property held by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably (with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining respect to the Business, ) or Company such other environmental investigations or studies as Buyer may desire and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From review, as soon as available, copies of all reports, renewals, filings, certificates, statements and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities other documents received by Seller (with respect to such items, the Acquired Assets Business) or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesCompany from any Governmental Entity.

Access. (a) Subject Lessor hereby grants to applicable LawLessees and their respective Affiliates, from agents, employees and contractors (collectively, “Lessees’ Parties”) free of charge, an irrevocable, non-exclusive right of access to and use of those portions of the date hereof until Refinery Site that are reasonably necessary for access to and/or the Closing Dateoperation of the Relevant Assets and Additional Improvements by Lessees as a stand-alone enterprise, Sellersall so long as such access and use by any of Lessees’ Parties does not unreasonably interfere in any material respect with Lessor’s operations at the Refinery Site and complies with Lessor’s rules, norms and procedures governing safety and security at the Refinery Site. The facilities on the Refinery Site that are subject to the access and use rights provided under this Section, are referred to herein as the “Shared Access Facilities”. Notwithstanding the foregoing, the provisions of this Section 2.2(a) shall relate only to access and use of the Shared Access Facilities, and the Site Services Agreement shall cover all services that are to be provided by Lessor under the terms of the Site Services Agreement. (b) Lessor hereby retains for itself and its Affiliates, agents, employees and contractors (collectively, “Lessor’s Parties”), the right of access to all of the Premises and the Relevant Assets (i) shall give Buyer to determine whether the conditions and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel covenants contained in this Lease are being kept and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwaterperformed, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably requestcomply with Environmental Laws, and (iii) shall instruct to inspect, maintain, repair, improve and operate the Company's SUMF Assets and its Subsidiaries' employeesthe Shared Access Facilities and any assets of Lessor located on the Premises or to install or construct any structures or equipment necessary for the maintenance, counsel and financial advisors to cooperate reasonably with Buyer in its investigation operation or improvement of any such assets or the business installation, construction or maintenance of the Company and its Subsidiaries. All any Connection Facilities, all so long as such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall access by Lessor’s Parties does not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, interfere in any such negotiations. It is acknowledged material respect with Lessees’ operations on the Premises and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representationcomplies with Lessees’ rules, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in norms and procedures governing safety and security at the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersPremises. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject to applicable LawDuring the Pre-Closing Period, from Seller shall, and shall cause the date hereof until the Closing DateSold Companies to, Sellers (i) shall give reasonably cooperate with Buyer to facilitate the transition to Buyer on the Closing Date of the IT systems and network used in the operation of the Business or by the Sold Companies (provided that such cooperation does not unreasonably interfere with the Business or the business of Seller), and (ii) afford to Buyer, through its Representatives employees and authorized representatives, reasonable access during normal business hours and upon prior reasonable written notice to Seller, to the officesofficers, properties, officersfacilities, employeesassets, accountantsContracts, auditorsbooks, counsel and other representatives, books financial information and records of the Company Sold Companies (including (x) working papers and data in the possession of Seller or the Sold Companies or its Subsidiariesaccountants and (y) IT staff in order to assess the transition of IT services to Buyer); provided that such access does not interfere unreasonably with the normal business operations of Seller or the Sold Companies; and provided, further, that such access shall not include any invasive or destructive sampling or testing of any environmental medium or building material; provided, further, Buyer shall not have access to personnel records of Seller or its Affiliates relating to individual performance or evaluation records, medical histories or other information which in Seller’s good faith opinion is sensitive or the disclosure of which could subject Seller or any of its Affiliates to risk of liability. If the foregoing access involves entry onto any properties of the Sold Companies, Seller shall be entitled to have a representative of Seller accompany Buyer or its authorized representatives at all times. Notwithstanding anything to the contrary in this Agreement, Seller and the Sold Companies shall not be required to disclose (A) any information to Buyer if Seller is advised in writing by counsel that such disclosure would be reasonably likely to (w) include competitively sensitive information (in which case such information shall be disclosed in compliance with the Joint Defense Agreement), (x) jeopardize any attorney-client privilege, or (y) violate any applicable Law or Order, (B) information relating to any sale or divestiture process conducted by Seller or its Affiliates for the Business or Seller’s or its Affiliates’ (or their Representatives’) evaluation of the Business in connection therewith, including projections, financial or other information relating thereto, or (C) any consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Sold Companies) is the common parent or any other information relating to Taxes or Tax returns other than information relating solely to the Sold Companies; provided, however, that Buyer's inspection of Sellers' properties Seller shall notcooperate with Buyer and shall use commercially reasonable efforts to design and implement alternative disclosure arrangements and, without to the consent of extent available, use such alternative disclosure arrangements to provide information, documents, and access to the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financialrepresentatives, operating and property related data and other information as such persons reasonably requestagents, employees, counsel, and (iii) shall instruct advisors in a manner that would not violate applicable Law or Order or cause the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably loss of attorney-client privilege with Buyer in its investigation of the business of the Company and its Subsidiariesrespect thereto. All such information shall be provided subject to The parties agree that the provisions of the Confidentiality Agreement. In additionAgreement shall continue in full force and effect following the execution and delivery of this Agreement until the Closing, notwithstanding any provision of and all information obtained pursuant to this Section 5.2 shall be kept confidential in accordance with the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersAgreement. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject to applicable LawUntil the expiration of the Due Diligence Period, from the date hereof until the Closing DateSeller Group shall afford Lender’s or Lenders’ agents or representatives reasonable access, Sellers (i) shall give Buyer and its Representatives reasonable access during normal business hours hours, to the officesReal Property and improvements for purposes of any non-intrusive physical, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records structural or environmental inspection of the Company Real Property. Furthermore, Seller Group agrees to reasonably cooperate with the Lenders in their inspection activities permitted hereunder, at no cost to Seller Group, and its Subsidiaries; providedSeller Group agrees to use reasonable, however, that Buyer's inspection of Sellers' properties shall not, without good faith efforts to assist Purchaser in obtaining additional reasonable due diligence information from the consent other owners of the CompanyLand and Improvements, which consent shall not be unreasonably withheld at no cost to Seller Group. Purchaser agrees that, to cover any physical or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation inspections of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing DateLenders, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business Purchaser or the AssetsPurchaser’s agents will carry not less than $2,000,000 comprehensive general liability insurance; (ii) undertaking, will not interfere with the consent activity of any persons occupying or providing service at the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessmentReal Property; and (iii) undertaking will not contact any study relating governmental authority and will not reveal to Sellers' compliance with Laws, including Environmental Laws; and any governmental authority the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, results of its inspections except to the extent that Sellers retain any Liabilities with respect to such itemsrequired by law. Such insurance policy shall name Seller as an additional insured. PURCHASER SHALL NOT AND SHALL NOT PERMIT ITS LENDERS TO, CONDUCT OR ALLOW ANY PHYSICALLY INVASIVE OR SUBSURFACE TESTING OF, ON, ABOUT OR UNDER THE LAND OR IMPROVEMENTS WITHOUT FIRST OBTAINING SELLER GROUP’S WRITTEN CONSENT, WHICH SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED, AS TO THE TIMING AND SCOPE OF WORK TO BE PERFORMED. PURCHASER’S BREACH OF THE FOREGOING PROHIBITION SHALL ENTITLE SELLER GROUP, AT ITS OPTION, IMMEDIATELY TO DECLARE THIS AGREEMENT TO BE TERMINATED AND TO DEDUCT FROM THE DEPOSIT ANY DAMAGES ACTUALLY INCURRED BY SELLER TO REPAIR THE DAMAGE CAUSED BY PURCHASER OR PURCHASER’S LENDERS. WITH REGARD TO THE LENDERS’ REQUESTS FOR ACCESS OR CONSENTS FOR ANY DUE DILIGENCE MATTERS, SELLER GROUP MUST PROVIDE ACCESS OR RESPOND TO LENDERS’ REQUEST FOR CONSENT WITHIN THREE (3) BUSINESS DAYS AFTER THE REQUEST IS MADE; ANY FURTHER DELAY WILL RESULT IN A DAY-FOR-DAY EXTENSION OF THE DUE DILIGENCE PERIOD. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ is the Acquired Assets or Assumed Liabilities. Buyer shall, “point person” of Seller Group whom Purchaser and its Lenders shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposescoordinate all visits and requests access and documentation.

Access. (a) Subject Prior to the Closing and subject to applicable LawLaws, from the date hereof until the Closing DateInvestor shall be entitled, Sellers through its officers, employees and Representatives (i) shall give Buyer including its legal advisors and its Representatives reasonable accountants), to have such access during normal business hours to the offices, properties, officersmanagement, employees, accountants, auditors, counsel businesses and other representatives, operations of the Group Companies and such examination of the books and records of the Company Group Companies as it reasonably requests in connection with the transactions contemplated by this Agreement (including Tax Returns and Tax work papers). Any such access and examination shall be conducted on reasonable advance written notice, during regular business hours and under reasonable circumstances and shall be subject to restrictions under applicable Law. Trailblazer shall cause the Group Companies to use their respective commercially reasonable efforts to cause the officers, employees, consultants, agents, accountants, attorneys and other Representatives of the Group Companies to reasonably cooperate with Investor in connection with such access and examination, and each of Investor and its SubsidiariesRepresentatives shall reasonably cooperate with the Group Companies and their respective officers, employees, consultants, agents, accountants, attorneys and other Representatives and shall use their commercially reasonable efforts to minimize any disruption to the business. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it would, as determined by Trailblazer upon advice of counsel, require any of the Group Companies to disclose information subject to attorney client privilege or conflict with any confidentiality obligations to which any Group Company is bound; provided, however, that Buyer's inspection Trailblazer shall cause the Group Companies to use their respective commercially reasonable efforts to obtain a waiver of Sellers' properties any such confidentiality obligations upon Investor’s reasonable prior written request. Notwithstanding anything to the contrary contained herein, (x) without the prior written consent of Trailblazer (which consent may not be unreasonably withheld, conditioned or delayed), Investor shall not, without the consent of the Companyand shall cause its officers, which consent shall not be unreasonably withheld or delayedemployees, include the environmental sampling of any environmental medialegal advisors, including airconsultants, soilagents, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data accountants and other information as such persons reasonably requestRepresentatives not to, and (iii) shall instruct the Company's and its Subsidiaries' employeescontact any supplier, counsel and financial advisors to cooperate reasonably customer, independent contractor, landlord, lessor, bank, any Person with Buyer in its investigation whom any Group Company has or has had a business relationship or other lender or Representative of the business of the Company and its Subsidiaries. All such information shall be provided subject or to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders Group Companies with respect to any Acquired Assets Group Company or Assumed Liabilities. The Company the transactions contemplated by this Agreement; provided that Trailblazer shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in have one or more Representatives present during any such negotiationscontact in the event that it consents to such contact, and (y) neither Investor nor its Representatives shall have any right to perform invasive or subsurface investigations of the properties or facilities of any Group Company without the prior written consent of Trailblazer (which consent may be withheld for any or no reason). It is acknowledged Trailblazer does not make any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 5.5(a) and understood none of Investor and/or any other Person may rely on the accuracy of any such information, other than as expressly set forth in Trailblazer’s representations and warranties contained in Article II; provided that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to this Section 7.4(b)(ii5.5(a) by Investor or Section 7.4(b)(iii), its Representatives shall be conducted deemed to modify any of Trailblazer’s representations and warranties contained in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersArticle II. (b) From Investor acknowledges that the information provided to Investor in connection with this Agreement and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours transactions contemplated hereby is subject to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit terms of the BusinessMutual Confidentiality and Non-Disclosure Agreement between Groupon and KKR Asia Limited, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the a Hong Kong Company, which consent shall not be unreasonably withheld or delayeddated as of December 18, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; 2014 and the Company acknowledges that information or access Mutual Confidentiality and Non-Disclosure Agreement between Groupon and Anchor Equity Partners (Asia) Ltd., dated as of November 24, 2014, as either of such agreements may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such itemsamended or supplemented, the Acquired Assets terms (including of any amendments or Assumed Liabilities. Buyer shall, and shall cause each supplements) of its Affiliates to, cooperate with Sellers as may reasonably be requested which are incorporated herein by Sellers for such purposesreference.

Access. (a) Subject to compliance with applicable LawLaws, from the date hereof until the Closing Date, Sellers (i) Company shall give Buyer afford to Parent and to its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditorsconsultants, counsel legal counsel, financial advisors and agents and other representativesrepresentatives (collectively, “Representatives”) reasonable access during normal business hours, upon reasonable advance notice, throughout the period prior to the earlier of the Effective Time and the Termination Date, to the Company’s and its Subsidiaries’ employees, officers, properties, contracts, commitments, books and records records, other than any such matters that relate to the negotiation and execution of this Agreement, including with respect to the consideration or valuation of the Merger or any financial or strategic alternatives thereto, or that relate to any Alternative Proposal or Superior Proposal, in each case, for purposes reasonably related to consummating the Merger or carrying out post-Merger integration (but without limiting the Company’s obligations under Section 5.4 in respect of an Alternative Proposal or Superior Proposal). The foregoing notwithstanding, the Company shall not be required to afford such access (i) if such access would, in the Company’s good-faith discretion, (x) unreasonably disrupt the operations of the Company and or any of its Subsidiaries, (y) jeopardize any attorney-client or other legal privilege or trade secret protection or (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or any of its Affiliates is a party); provided, however, that Buyer's inspection of Sellers' properties the Company shall not, without the consent use commercially reasonable efforts to make appropriate substitute arrangements under circumstances in which any of the Companyforegoing restrictions apply to allow access in a manner that does not result in such effect, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct that relates to the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation minutes of the business meetings of the Board of Directors or its committees where the Board of Directors or any applicable committee discussed the transactions contemplated by this Agreement or any similar transaction between the Company and its Subsidiariesany other Person (including any presentations or other materials prepared by or for the Board of Directors, whether in connection with a specific meeting, or otherwise relating to such subject matter). All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Notwithstanding anything contained in this Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent Company shall not be unreasonably withheld required to provide any access or delayed, have the right make any disclosure pursuant to contact and negotiate directly with Seller's joint venturers and other partners, parties this Section 5.3 to the Assumed Contracts extent such access or information is reasonably pertinent to a litigation where the Company or any of its Affiliates, on the one hand, and lenders Parent, Merger Sub or any of their respective Affiliates, on the other hand, are adverse parties or reasonably likely to become adverse parties. To the extent that the Company determines doing so may be reasonably required for the purpose of complying with respect applicable antitrust Laws, information disclosed pursuant to this Section 5.3 may be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, provided, that such disclosure would reasonably permit the disclosure of information without violating applicable Law or jeopardizing applicable legal privilege. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above to provide access to employees, officers, properties, contracts, commitments, books and records and any Acquired Assets other documents and information by electronic means if physical access is not reasonably feasible or Assumed Liabilities. The Company shall have would not be permitted under the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, applicable Law (including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iiiCOVID-19 Measures), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From Parent agrees that all information provided to it or any of its Representatives in connection with this Agreement and after the Closing Dateconsummation of the transactions contemplated by this Agreement shall be deemed to be Confidential Information, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer as such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shallterm is used in, and shall cause each be treated in accordance with, the confidentiality agreement, dated as of their Affiliates toSeptember 20, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business2022, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and between the Company acknowledges that information or access may be requested and used for such purposeParent (the “Confidentiality Agreement”). (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject to applicable Law, from Between the date hereof until and the Closing DateClosing, Sellers Seller (i) shall give give, and shall use commercially reasonable efforts to cause the Acquired Companies to give, each Buyer and its Representatives authorized representatives reasonable access access, during normal regular business hours and upon reasonable advance Notice, to such employees, plants, pipelines, and other facilities, and such books and records, of the Acquired Companies and Seller, as are reasonably necessary to allow each Buyer and its authorized representatives to make such inspections as they may reasonably require to verify the accuracy of any representation or warranty contained in this Agreement or as they may reasonably require for the transition of the ownership interests in the Acquired Companies from Seller to the offices, properties, officers, employees, accountants, auditors, counsel applicable Buyer and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall use commercially reasonable efforts to cause officers of the Acquired Companies to furnish to each Buyer and its Representatives authorized representatives with such financial, financial and operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From Companies as is available to such officers and after the Closing Date, Sellers shall give as such Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall may from time to time reasonably request request. Neither Buyer shall have any right of access to, and Seller shall have no obligation to discuss provide to either Buyer, (1) bids received from others in connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids, or (2) any information the disclosure of which Seller has concluded, based on the advice of outside legal counsel, is reasonably likely to jeopardize any privilege available to any Acquired Company or Seller relating to such information with such Representatives. Sellers shall, and shall or to cause each either Seller or any Acquired Company or any of their Affiliates toto breach a confidentiality obligation, cooperate with provided that Seller shall use commercially reasonable efforts to obtain a waiver of any such confidentiality obligations (collectively, the “Excluded Information”). Each Buyer as may reasonably be requested by agrees that if Seller or an Acquired Company inadvertently furnishes to such Buyer for purposes copies of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including or access to the Company's independent auditors' working papers Excluded Information, such Buyer will, upon Seller’s request promptly return same to Seller or such Acquired Company together with any and all extracts therefrom or notes pertaining to the Business thereto (whether in electronic or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purposeother format). (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject to applicable Law, from the date hereof until the Closing Date, Sellers Seller (i) shall give to Buyer and to its Representatives reasonable representatives (such representatives to include employees, consultants, independent contractors, attorneys and other advisors of Buyer) full access during normal business hours to all of the Properties and the Records, as well as all of the offices, propertiespersonnel, officersbooks, employeesfiles, accountantsrecords, auditorscontracts, counsel correspondence, computer output and data files (to the extent Seller has the right to make same available), maps, data, reports, plats and other documents of Seller or to which Seller has access pertaining to any of the Properties including all abstracts of title, lease files, unit files, production marketing files, title policies, title opinions, title files and title records, ownership maps, surveys and any other information, data, records, and files which Seller may have (or have access to) relating in any way to the Properties, the past or present operation thereof and the marketing of production therefrom (and Buyer shall have the right to copy same); (ii) shall obtain and submit to Buyer or its representatives, books at Buyer’s expense, as promptly as practicable, such abstracts, title reports, status reports, certificates of title, certificates of facts and records other evidence of title covering the Company and its SubsidiariesProperties as requested by Buyer; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (iiiii) shall furnish to Buyer and its Representatives such financial, operating and property related data and all other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Properties as reasonably requested by Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, except to the extent that Sellers retain Seller is prohibited therefrom by any Liabilities agreement or contract to which it is a party or of which it is a beneficiary; provided that Seller shall use its reasonable best efforts to promptly obtain the waiver of any such prohibition; (iv) hereby authorizes Buyer and its representatives to consult with attorneys, abstract companies and other consultants or independent contractors of Seller (whether utilized in the past or presently) concerning title related matters; and (v) hereby authorizes Buyer and its representatives to consult with any other parties or review any records deemed necessary by Buyer to ascertain the status for any matter relating to the Properties, including the right inspect the environmental condition of the Properties and conduct testing in connection therewith. With respect to computerized materials which are owned by Seller, over which Seller has control or to which Seller has access, Seller shall make available such items, materials to Buyer to the Acquired Assets extent it is not prohibited from so doing by existing contractual commitments and will use its reasonable best efforts to make available to Buyer after the Closing the use of any computer services which Buyer reasonably desires to utilize in the ownership or Assumed Liabilities. Buyer shall, and shall cause each operation of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesthe Properties.

Access. (a) Subject to To the extent permitted by applicable Law, from between the date hereof until of this Agreement and the Closing Effective Date, Sellers Seller will, during ordinary business hours and upon reasonable notice: (i) shall give Buyer and its Buyer’s Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel Purchased Assets; and other representatives, books (ii) permit Buyer and records of the Company and its SubsidiariesBuyer’s Representatives to make such reasonable inspections thereof as Buyer may reasonably request; provided, however, that Buyer's (i) any such inspection of Sellers' properties shall not, without will be conducted in such a manner as not to materially interfere with the consent operation of the Company, which consent Business or any other Person; (ii) Seller shall not be unreasonably withheld required to take any action which would constitute or delayed, include result in a waiver of the environmental sampling attorney-client privilege or violate any of any environmental media, including air, soil, surface water its contracts or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, agreements; and (iii) Seller shall instruct the Company's not be required to supply Buyer with any information which Seller is under a legal obligation not to supply. Buyer shall indemnify and hold harmless Seller from and against any Losses incurred by Seller, its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Affiliates or their Representatives by any action of Buyer in its investigation or Buyer’s representatives while present on any of the business of the Company and its Subsidiaries. All Purchased Assets or other premises to which Buyer is granted access hereunder (including restoring any such information shall be provided subject premises to the provisions of condition substantially equivalent to the Confidentiality Agreementcondition such premises were in prior to any such investigation). In addition, notwithstanding any provision of the Confidentiality Agreement Notwithstanding anything in this Section 7.2 to the contrary, (i) Buyer shallwill not have access to personnel records if such access could, with in Seller’s good faith judgment, subject Seller to risk of liability or otherwise violate applicable Law, including the prior consent Health Insurance Portability and Accountability Act of 1996 and (ii) any inspection relating to environmental matters by or on behalf of Buyer will be strictly limited to visual inspections and site visits commonly included in the scope of “Phase 1” level environmental inspections, and Buyer shall not have any right to perform or conduct any other investigation or inspection, including sampling or testing at, in, on, around or underneath any of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersPurchased Assets. (b) From and For a period of seven (7) years after the Closing Effective Date, Sellers shall give Buyer each Party and Buyer's Representatives its representatives will have reasonable access during normal business hours to all of the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining relating to the Business or the Assets; (ii) undertaking, with Purchased Assets in the consent possession of the Companyother Party, which consent shall not be unreasonably withheld or delayed, any study and to the employees of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities andother Party, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as access may reasonably be requested required by Sellers such Party in connection with the Assumed Obligations or the Excluded Liabilities, or other matters relating to or affected by the operation of the Business and the Purchased Assets. Such access will be afforded by the applicable Party upon receipt of reasonable advance notice and during normal business hours, and will be conducted in such a manner as not to interfere with the operation of the business of any Party or its respective Affiliates. The Party exercising the right of access hereunder will be solely responsible for any costs or expenses incurred by either Party in connection therewith. Each Party shall retain such purposesbooks and records for a period of seven (7) years from the Effective Date.

Access. (a) Subject to compliance with applicable LawLaws, from each of the date hereof until the Closing Date, Sellers Company and Parent shall (and each shall cause its Subsidiaries to): (i) shall give Buyer and its Representatives reasonable access during normal business hours afford to the offices, properties, other party and to its officers, employees, accountants, auditorsconsultants, counsel legal counsel, financial advisors and agents and other representativesrepresentatives (collectively, “Representatives”) reasonable access, solely for purposes of furthering the Mergers and the other transactions contemplated hereby or integration planning relating thereto, during normal business hours, on reasonable advance notice of not less than two Business Days, throughout the period prior to the earlier of the First Effective Time and the Termination Date, to the other party’s and its Subsidiaries’ businesses, properties, personnel, agents, contracts, commitments, books and records records, other than any such matters that relate to the negotiation and execution of this Agreement, including with respect to the consideration or valuation of the Mergers or any financial or strategic alternatives thereto, or any Company Alternative Proposal or Parent Alternative Proposal, as applicable, and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall promptly furnish to Buyer the other party and its Representatives such financial, operating and property related data and all other information as such persons reasonably requestconcerning its business, properties and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer personnel as may reasonably be requested by Buyer the other party; provided, that the Company or Parent, as applicable, may provide such access by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law (including any COVID-19 Measures). (b) Subject to compliance with applicable Laws, throughout the period from the First Effective Time until the Control Date (or, as may be applicable in accordance with Section 5.20, the completion of the Post-Closing Disposition), the Company shall (and shall cause its Subsidiaries to) (i) afford to Parent and its Representatives reasonable access, for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit furthering the transactions contemplated hereby or integration planning relating thereto, during normal business hours, on reasonable advance notice of the Businessnot less than two Business Days, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; ’s and its Subsidiaries’ businesses, properties, personnel, agents, contracts, commitments, books and records, and (ii) undertakingpromptly furnish Parent and its Representatives (A) such financial and operating data and other information concerning the Company and its Subsidiaries as may be reasonably requested and is necessary or advisable in connection with any filings contemplated pursuant to Section 5.6 or any Post-Closing Disposition, with (B) all reports or other information concerning the consent Company and its Subsidiaries provided to third parties pursuant to the terms of any outstanding indebtedness of the Company, which consent shall not be unreasonably withheld Company or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; its Subsidiaries and (iiiC) undertaking any study relating to Sellers' compliance with Lawsall other information concerning the Company’s business, including Environmental Laws; properties and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers personnel as may reasonably be requested by Sellers the other party; provided, that the Company may provide such access by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law (including any COVID-19 Measures); provided, further, that to the extent access to any information of the Company or any of its Subsidiaries requires the entry of a protective order by the STB, the Company or its applicable Subsidiary shall be required to grant such access only if such order is obtained, subject to the terms of such order. (c) The foregoing provisions of this Section 5.3 notwithstanding, neither the Company nor Parent shall be required to afford such access or furnish such information if it would unreasonably disrupt the operations of such party or any of its Subsidiaries, would cause a violation of any agreement to which such party or any of its Subsidiaries is a party, would result in a loss of privilege or trade secret protection to such party or any of its Subsidiaries, would result in the disclosure of any information in connection with any litigation or similar dispute between the parties hereto, would constitute a violation of any applicable Law or result in the disclosure of any personal information that would expose the such party to the risk of liability. In the event that Parent or the Company objects to any request submitted pursuant to and in accordance with this Section 5.3 and withholds information on the basis of the foregoing sentence, the Company or Parent, as applicable, shall inform the other party as to the general nature of what is being withheld and the Company and Parent shall use reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the foregoing impediments, including through the use of reasonable best efforts to (i) obtain the required consent or waiver of any third party required to provide such information and (ii) implement appropriate and mutually agreeable measures to permit the disclosure of such information in a manner to remove the basis for the objection, including by arrangement of appropriate clean room procedures (including as set forth in the Clean Team Agreement), if the parties determine that doing so would reasonably permit the disclosure of such purposesinformation without violating applicable Law or jeopardizing such privilege. (d) Each of the Company and Parent hereby agrees that all information provided to it or any of its Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be “Confidential Information”, as such term is used in, and shall be treated in accordance with, the confidentiality agreement, dated as of December 9, 2020, between the Company and Parent (the “Confidentiality Agreement”) and, as applicable, the Clean Team Confidentiality Agreement, dated as of March 10, 2021, between the Company and Parent (the “Clean Team Agreement”).

Access. (a) Subject Prior to the each Closing, Sellers shall permit Purchaser and its representatives to have access, during regular business hours and upon reasonable advance notice, to the personnel and properties of Sellers and the Companies, subject to reasonable rules and regulations of Sellers, and shall, subject to applicable LawLaws regarding the exchange of information, furnish, or cause to be furnished, to Purchaser such financial and operating data and other information, in each case relating to the Companies and the Conveyed Properties that are the subject of such Closing, as are available and as Purchaser shall from time to time reasonably request, PROVIDED, that the date hereof until foregoing shall not require Sellers or any Company to permit any inspection, or to disclose any information, that in the Closing Datereasonable judgment of Sellers or such Company, Sellers would (i) result in the disclosure of any trade secrets of third parties or the loss of any applicable attorney-client privilege or (ii) violate any of its obligations with respect to confidentiality if Sellers or the Company, as the case may be, shall give Buyer and its Representatives have used reasonable access during normal business hours efforts to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without obtain the consent of the Companysuch third party to such inspection or disclosure, which consent PROVIDED, FURTHER, that Purchaser and its representatives shall not be unreasonably withheld conduct any on-site tests or delayedsampling or any boring, include digging, drilling or other physical intrusion on or into the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation properties of the business Companies. All requests for information made pursuant to this Section shall be directed to an executive officer of the Company and its SubsidiariesARCO, or such Person as may be designated by such executive officer. All such information shall be provided subject to governed by the provisions terms of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, All information that relates to Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each or any of their Affiliates to(other than the Companies) that is provided, cooperate conveyed, obtained or furnished to Purchaser or Purchaser's representatives or that Purchaser or Purchaser's representatives otherwise obtain in the course of Purchaser's investigation of the Companies, together with Buyer as may reasonably any reports, analyses, compilations, memoranda, notes and any other writings prepared by Purchaser or Purchaser's representatives which contain, reflect or are based upon any such information ("CONFIDENTIAL INFORMATION"), shall be requested kept strictly confidential by Buyer for purposes of Purchaser and Purchaser's representatives after the Closings. Purchaser agrees that, in the event it or any its representatives are required to disclose any Confidential Information (i) enabling an independent accounting firm selected in connection with any judicial or administrative proceedings (by Buyer to conduct an audit of the Businessoral questions, including access to the Company's independent auditors' working papers pertaining to the Business interrogatories, requests for information or the Assets; documents, subpoena, civil investigative demand or similar process) or (ii) undertakingin order, in the opinion of Purchaser's outside counsel, to avoid violating the federal securities laws, Purchaser will in advance of such disclosure provide Sellers with prompt notice of such requirement(s). Purchaser also agrees, to the extent legally permissible, to provide Sellers, in advance of any such disclosure, with copies of any such information Purchaser intends to disclose (and, if applicable, the consent text of the Companydisclosure language itself) and to cooperate with Sellers to the extent Sellers may seek to limit such disclosure. If, in the absence of a protective order or receipt of a waiver from Sellers after a request in writing therefor is made by Purchaser (such request to be made as soon as practicable to allow Sellers a reasonable amount of time to respond thereto), Purchaser or its representatives are legally required to disclose such information to any tribunal or in order to comply with the federal securities laws, Purchaser or its representatives may disclose such portion of such information which consent shall not Purchaser, in the opinion of Purchaser's outside counsel, is legally required to disclose so long as Purchaser exercises its best efforts to obtain assurances that the information so disclosed will be unreasonably withheld or delayed, kept confidential by any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purposerecipient(s). (c) From In the event of termination of this Agreement, Purchaser shall promptly deliver to Sellers, or certify to Sellers that it has destroyed, all documents, work papers and other material obtained by Purchaser or on its behalf from Sellers, the Companies or any of their respective agents, employees or representatives as a result hereof or in connection herewith, whether so obtained before or after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesexecution hereof.

Access. (a) Subject From June 8, 2011 through the Closing, Seller shall afford to applicable Law, from the date hereof until the Closing Date, Sellers Buyer and its authorized Representatives (i) shall give Buyer and its Representatives reasonable access access, during normal business hours and in such manner as not to unreasonably interfere with normal operation of the Company’s business, to the offices, properties, officersbooks, employeescontracts, accountants, auditors, counsel and other representatives, books and records of Seller and the Company and its Subsidiaries; provided, however, that Buyer's inspection to the appropriate officers and employees of Sellers' properties shall not, without Affiliates of Seller and the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) Company and shall furnish to Buyer such authorized Representatives with all financial and its Representatives such financial, operating and property related data and other information concerning the affairs of Seller and the Company as Buyer and such persons Representatives may reasonably request, request and (iiiii) shall instruct such access as is contemplated by the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its SubsidiariesInterim Operations Plan. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company Seller shall have the right to participate have a Representative present at all times during any such inspections, interviews, and examinations. Additionally, Buyer shall hold in confidence all such negotiations information on the terms and agrees subject to cooperate with the conditions contained in the Confidentiality Agreement. Notwithstanding the foregoing, Buyer shall have no right of access to, and Seller shall have no obligation to provide to Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates relating to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of : (i) enabling an independent accounting firm selected bids received from others in connection with the transactions contemplated by Buyer this Agreement (or similar transactions) and information and analyses (including financial analyses) relating to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assetssuch bids; (ii) undertaking, with any information the consent disclosure of which would jeopardize any privilege available to Seller or the Company, which consent shall not be unreasonably withheld Company relating to such information or delayed, any study of would cause Seller or the condition Company to breach a confidentiality obligation; or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and information the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Datedisclosure of which would result in a violation of Law. Further, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours have no right to perform or conduct any environmental sampling or other invasive environmental investigation on or about any of the Assets without the prior written consent of Seller. All requests for information made under this Section 6.3(a) shall be directed to the books Person designated by Seller in a Notice delivered to Buyer, and records pertaining all such information provided shall be subject to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesConfidentiality Agreement.

Access. (a) Subject to applicable Law, from during the date hereof until the Closing DateInterim Period, Sellers Sellers (ia) shall give Buyer and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (iib) shall furnish to Buyer and its Representatives such financial, operating and property data related data to the Acquired Assets and other information as such persons Buyer and its Representatives reasonably request, and (iiic) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiationsBusiness. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller Sellers hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), Property shall be conducted in the presence of Sellers or its their Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From . Buyer agrees to indemnify and after the Closing Date, hold Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates toand their respective Representatives harmless of and from all actions, cooperate with Buyer as may reasonably be requested by Buyer for purposes suits, claims, investigations, fines, judgments, damages, losses, deficiencies, liabilities, costs and expenses (including attorneys’ fees and expenses) that arise out of (i) enabling an independent accounting firm selected by Buyer or relate to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value physical injuries arising from Buyer’s inspection of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, other than to the extent that Sellers retain any Liabilities with respect to of the foregoing results from the gross negligence or the willful misconduct of the Person seeking such items, the Acquired Assets or Assumed Liabilities. Buyer shallindemnification), and notwithstanding anything to the contrary in this Agreement, such obligation to indemnify shall cause each survive Closing or any termination of its Affiliates to, cooperate with Sellers as may reasonably this Agreement. All information obtained pursuant to this Section 6.4 shall be requested by Sellers for such purposessubject to the terms and conditions of the Confidentiality Agreement.

Access. (a) Subject Each Seller shall permit the representatives of the Buyer listed on Schedule 4.3 to applicable Lawthis Agreement to have access (at reasonable times, from on reasonable prior written notice and in a manner so as not to interfere with the date hereof until normal business operations of the Closing DateBusiness) to the premises, Sellers properties, financial and accounting records, contracts, and other records and documents, of or pertaining to the Business. Notwithstanding the foregoing, none of the Sellers shall be obligated (i) shall give to provide any information, documents or access to any person unless the Buyer is responsible, pursuant to the terms of the confidentiality letter agreement dated June 27, 2011 between the Buyer and the Parent (the “Confidentiality Agreement”), for the use and disclosure of any information obtained by such person from any Seller, or such person enters into a confidentiality agreement with the Parent on terms that are substantially the same as those set forth in the Confidentiality Agreement or (ii) to provide any information, documents or access that would (A) violate the provisions of any applicable laws or regulations (including without limitation those relating to security clearance or export controls) or any confidentiality agreement to which it is a party or (B) cause the loss of the attorney-client privilege with respect thereto. Prior to the Closing, the Buyer and its Representatives reasonable access during normal business hours to representatives shall not contact or communicate with the offices, properties, officers, employees, accountantscustomers and suppliers of any Seller or the Business Subsidiary in connection with the transactions contemplated by this Agreement, auditors, counsel and other representatives, books and records of except with the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, applicable Seller. (iib) shall furnish to The Buyer and its Representatives the Sellers acknowledge and agree that the Confidentiality Agreement remains in full force and effect and that information provided by any Seller or any of such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct Seller’s Affiliates to the Company's and its Subsidiaries' employees, counsel and financial advisors Buyer pursuant to cooperate reasonably with Buyer in its investigation of this Agreement prior to the business of the Company and its Subsidiaries. All such information Closing shall be provided subject to the provisions of treated in accordance with the Confidentiality Agreement. In additionIf this Agreement is terminated prior to the Closing, notwithstanding the Confidentiality Agreement shall remain in full force and effect in accordance with its terms. If the Closing occurs, the Confidentiality Agreement, insofar as it covers information relating exclusively or primarily to the Business, shall terminate effective as of the Closing, but shall remain in effect insofar as it covers other information disclosed thereunder. (c) Notwithstanding any provision of the Confidentiality this Agreement to the contrary, the Buyer shall, with and its representatives shall not have any access at any time prior to the prior consent Closing to any information regarding pending or proposed bids for new contracts or subcontracts or any related information where the Buyer or an Affiliate of the Company, which consent shall not be unreasonably withheld Buyer also has submitted or delayed, have the right intends to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as submit a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used bid for such purposecontract or subcontract. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject to applicable Law, from Between the date hereof until of this Agreement and the Closing Date, SellersSeller shall provide Purchaser and its authorized representatives access, upon reasonable notice and during normal business hours, to copies of Seller's confidential, proprietary and non-public information ("Confidential Information") including without limitation Seller's books, records, contracts, documents, Loan files, and other information of or relating to the Branch Offices except the Confidential Information that Seller is by law not permitted to disclose. (b) Purchaser's investigations shall be conducted in a manner which does not unreasonably interfere with Seller's normal operations, customers, and employee relations. Seller and its employees shall cooperate with and assist Purchaser to perform said investigations. (c) All of Seller's Confidential Information shall be treated as and remain the sole property of Seller. If the transactions contemplated by this Agreement do not occur, Purchaser and its representatives shall return to Seller, or destroy, all of Seller's Confidential Information, and all documents, notes, summaries and other materials that contain, refer to, or are derived from such Confidential Information; Purchaser shall certify to the return or destruction of such Confidential Information. (d) Purchaser shall keep confidential and not disclose any of Seller's Confidential Information that is not acquired by Purchaser. Purchaser shall not directly or indirectly use Seller's Confidential Information for any purpose other than the consummation of this Agreement. (e) Purchaser's obligations to keep confidential and to not disclose Seller's Confidential Information shall not apply to any information which was (i) shall give Buyer and in Purchaser's possession prior to its Representatives reasonable access during normal business hours disclosure by Seller, (ii) generally known to the officespublic, properties(iii) rightfully disclosed to Purchaser by a third party or (iv) disclosed pursuant to a securities filing or requirement of law following at least 30 days prior written notice to Seller. (f) Upon receipt of all of the Requisite Regulatory Approvals other than the expiration of any statutory waiting period relating thereto, officersand upon notice to Seller of a proposed Closing Date, employeesPurchaser may communicate with, accountantsand deliver information, auditorsbrochures, counsel bulletins, press releases, and other representativescommunications to, books depositors, Loan borrowers and records other customers of the Company Branch Offices concerning (i) the transactions contemplated by this Agreement and its Subsidiaries; provided, however, that Buyer(ii) the business and operations of Purchaser. The communications described hereinabove must be made with Seller's inspection of Sellers' properties shall not, without the prior written consent of the Company, (which consent shall not be unreasonably withheld or delayedwithheld) and shall be made at Purchaser's sole cost and expense. Seller, include if so requested by Purchaser, shall on behalf and at the environmental sampling sole cost and expense of any environmental mediaPurchaser, including airfurnish information and communications to depositors, soilLoan borrowers, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation customers of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate Branch Offices in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellerscommercially reasonable manner. (bg) From and after Except as may be required in connection with the obtaining of the Requisite Regulatory Approvals, Purchaser shall not disclose to any person, including to employees of the Branch Offices, the possible closing of any of the Branch Offices prior to the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject Upon reasonable prior notice to applicable LawSeller, from the date hereof until the Closing Date, Sellers (i) shall give Buyer Purchaser and its Representatives reasonable access during normal business hours to the offices, properties, officersagents, employees, accountantsconsultants, auditors, counsel lenders and other representatives, representatives shall have reasonable access to the Property and all books and records for the Property that are in Seller’s possession or control for the purpose of the Company conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and its Subsidiariesenvironmental inspections and tests, and any other inspections, studies, or tests reasonably required by Purchaser; provided, however, that Buyer's inspection of Sellers' properties shall not, Purchaser may not conduct any invasive testing without the Seller’s prior written consent of the Company, (which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (iiwithheld) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company Seller shall have the right to participate accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer a material respect or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Sellers. (b) From Purchaser. During the pendency of this Agreement, Purchaser and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officersits agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records of Sellers pertaining and other materials relating to the BusinessProperty in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (2) days prior notice to Seller. In the course of its investigations, Purchaser may make inquiries concerning the Real Property to third parties, including, without limitation, representatives, contractors, parties to Service Contracts and municipal, local and other government officials and representatives in accordance with the terms of this Agreement, and Sellers shall cause their Representatives Seller consents to furnish such inquiries. Purchaser hereby indemnifies, protects, defends (with counsel reasonably acceptable to Buyer such financial, technical, operating Seller) and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; holds Seller and the Company acknowledges that information Property free and harmless from and against any and all costs, losses, liabilities, damages, lawsuits, judgments, actions, proceedings, penalties, demands, attorneys’ fees, mechanic’s liens, or access may be requested and used for such purpose. expenses of any kind or nature whatsoever (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and“Claims”), to the extent caused by any entry and/or activities upon the Property by Purchaser, Purchaser’s agents, contractors and/or subcontractors, provided, however, Purchaser shall not indemnify Seller against any Claims caused by Seller’s negligence or willful misconduct, or Claims arising out of conditions that Sellers retain any Liabilities were present before Purchaser entered the Property, except to the extent that Purchaser’s activities (a) are unreasonable in the context of the information provided to Purchaser, or reasonably evident to Purchaser, with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shallexisting condition, and (b) exacerbate such existing conditions. The foregoing indemnity obligations shall cause each survive the termination of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesthis Agreement and the Closing.

Access. (ai) Subject to Section 6.2(c)(iv) below and any applicable Lawconfidentiality or similar agreement, from the date hereof until the Closing Dateat any reasonable time, Sellers upon at least two Business Days’ prior notice to Seller, Seller shall permit representatives or agents of Buyer (i) shall give Buyer and its Representatives reasonable access including, for purposes of any inspection (but not visit), internal auditors but excluding any third party auditors), during normal business hours to (A) visit the officesproperties of Seller utilized in connection with the collection, propertiesprocessing or servicing of the Transferred Assets, and to discuss matters relating to the Transferred Assets or Seller’s performance and activities under or in connection with this Agreement with any officer, employee or internal accountants of Seller having knowledge of such matters and (B) inspect and examine the Records and make copies of and abstracts from such Records relating to the Transferred Assets and otherwise inspect Seller’s information technology systems or other data or computer systems. Buyer (or such Person as Buyer may designate) shall be responsible for any expenses it incurs in connection with any visit or inspection. (ii) Subject to Section 6.2(c)(iv) below and any applicable confidentiality or similar agreement, at any reasonable time, upon at least two Business Days’ prior notice to Seller, Seller shall permit representatives or agents of Buyer (including any third party auditors) to conduct audits related to the foregoing matters listed in Section 6.2(c)(i). Seller shall be responsible for all costs and expenses of any audit (including the reasonable costs and expenses of Buyer) up to a maximum amount of $50,000 per audit; provided that such maximum shall not apply to the Dilution Data Review or the Dilution Process Review conducted pursuant to the Sub-Servicing Agreement. (iii) Seller shall authorize such officers, employees, accountantsindependent accountants and consultants, auditorsas applicable, counsel to discuss with ▇▇▇▇▇ (or such Person as Buyer may designate) the affairs of Seller as such affairs relate to the applicable Transferred Assets. (iv) Any such (A) visit described in Section 6.2(c)(i) above shall be conducted at any time at Buyer’s reasonable request, (B) inspection described in Section 6.2(c)(i) above shall be conducted no more than once per calendar quarter and other representatives(C) audit described in Section 6.2(c)(ii) above shall be conducted no more than once per 12-month period (provided that the “Dilution Data Review,” and “Dilution Process Review” conducted pursuant to the Sub-Servicing Agreement or any annual due diligence meeting conducted by a lender in accordance with the related Loan Agreement, books and records of the Company and its Subsidiaries; providedas applicable, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of count towards such audit limitation but any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study audit conducted pursuant to Section 7.4(b)(ii4.1(a) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (bSub-Servicing Agreement, Section 6.2(b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.NBCU Transfer Agreement or

Access. (a) Subject Each Seller shall afford to applicable Law, Buyer and its authorized representatives from the date hereof Execution Date until the Closing Date, Sellers (i) shall give Buyer and its Representatives reasonable access during normal business hours hours, reasonable access to the officesAssets (subject to the terms, propertiesconditions and restrictions of agreements related to Assets to which such Seller is a party and the consent of the operator, officersas applicable) and to such Seller’s title, employeesSurface Leases, accountantsContracts, auditorsenvironmental and legal materials, counsel books, records, statements and operating data and other representativesinformation relating to the Assets, books together with the opportunity to make copies of such materials, books, records and records of other documents and information at Buyer’s expense, and will furnish to Buyer such other information in Sellers’ possession with respect to the Company and its SubsidiariesAssets as Buyer may reasonably request; provided, however, that Buyer's inspection of Sellers' properties all such information shall not, without be held in confidence by Buyer in accordance with the consent terms of the CompanyConfidentiality Agreement; provided, which consent further, that in no event shall not Sellers be unreasonably withheld obligated to provide (i) access or delayed, include the environmental sampling information in violation of any environmental media, including air, soil, surface water or groundwaterApplicable Law, (ii) shall furnish any information the disclosure of which would cause the loss of any legal privilege available to Buyer and any Seller relating to such information or would cause any Seller to breach a confidentiality obligation to which it is bound; provided that the applicable Seller has used its Representatives such financialreasonable efforts to protect the privilege or to obtain a waiver of the applicable contractual obligation, operating and property related data and other information as such persons reasonably request, and or (iii) shall instruct copies of bids, letters of intent, expressions of interest or other proposals received from other Persons in connection with the Company's transactions contemplated by this Agreement or information and its Subsidiaries' employeesanalyses relating to such communications, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject except to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted extent required in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersBid Procedures Order. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose[Reserved]. (c) [Reserved]. (d) BUYER SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD EACH SELLER, EACH OF THEIR SUCCESSORS, THEIR AFFILIATES AND ALL OF THEIR RESPECTIVE DIRECTORS AND OFFICERS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS AND LOSSES CAUSED DIRECTLY OR INDIRECTLY BY THE ACTS OR OMISSIONS OF BUYER, BUYER’S AFFILIATES OR ANY PERSON ACTING ON BUYER’S OR ITS AFFILIATE’S BEHALF IN CONNECTION WITH ANY DUE DILIGENCE CONDUCTED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY SITE VISITS CONDUCTED PURSUANT TO SECTION 5.03(a), EXCEPT TO EXTENT SUCH CLAIMS OR LOSSES ARISE FROM THE WILLFUL MISCONDUCT OF SELLERS. Buyer shall comply with all rules, regulations, policies and instructions reasonably required by Sellers, or any Third Party operator of any Assets, which are provided to Buyer regarding Buyer’s actions while upon, entering or leaving any Asset, including any insurance requirements that Sellers may reasonably impose, or any such Third Party operator may impose, on contractors authorized to perform work on any Asset owned or operated by Sellers (or any such Third Party operator, as applicable). (e) From and after the Closing DateClosing, Buyer shall give afford to each third party acquiror (and their respective Representatives) of Excluded Assets pursuant to a definitive agreement that is approved by the Bankruptcy Court (each, an “Excluded Asset PSA”), reasonable access to the Properties for the purpose of inspecting and removing such Excluded Assets, in each case, (x) on the same terms as Sellers are affording access to Buyer pursuant to this Section 5.03, mutatis mutandis and (y) solely to the extent such Excluded Asset PSA contains a covenant substantially similar to this Section 5.03(e) for the benefit of Buyer; provided that, the cost of any such inspection or removal shall be at the sole cost of the applicable third party acquiror. Each such third party acquiror shall be a third party beneficiary of this Section 5.03(e). Sellers shall require each Excluded Asset PSA to include a covenant substantially similar to this Section 5.03(e) for the benefit of Buyer. From and after the Closing, each Seller shall afford Buyer and its Representatives access, during normal business hours, to all properties of Sellers and Sellers' Representative reasonable access during normal business hours ’ Affiliates subject to the books surface leases, licenses, subleases, rental or occupancy agreements, concessions and records pertaining to the other agreements (written or oral) constituting Excluded Assets hereunder that are not conveyed to a third party acquiror pursuant to an Excluded Asset PSA for the purpose of allowing Buyer to inspect and Excluded Liabilities and, to the extent that Sellers retain remove any Liabilities with respect to Assets located on such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesproperties.

Access. (a) Subject Eldorado shall make available to applicable LawCSBI all information regarding Eldorado that CSBI reasonably may request and shall authorize all reasonable visits to Eldorado's premises with such staff, from consultants and experts as CSBI reasonably may request. CSBI agrees to coordinate closely all such activities with Eldorado's President or Chief Financial Officer and to conduct any such inquiries with appropriate discretion and sensitivity to Eldorado's relationships with its employees, customers and suppliers. The Parties acknowledge that certain of the date hereof until information made available to one another pursuant to this Section 5.3 and otherwise in connection with the Closing DateMerger may be confidential, Sellers proprietary or otherwise nonpublic, and each Party agrees, for itself and for each of Representatives, that it (i) shall give Buyer and its Representatives reasonable access during normal business hours hold in confidence all confidential information received by it from or with regard to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records Party ("Confidential Information") subject to the terms of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwaterthis Section 5.3, (ii) shall furnish disclose such Confidential Information only to Buyer and those of its Representatives such financialand, operating and property related data in the case of CSBI, its current or prospective investors and other information as such persons reasonably requestsources of capital, in each case having a need to know the same for purposes of evaluating, negotiating or implementing the financing of the Merger, and (iii) shall instruct inform each Representative or current or prospective investor to whom Confidential Information is disclosed that such information is confidential and shall obtain from such Representative or investor a confidentiality agreement in substantially the Company's form previously provided by CSBI to Eldorado. Each Party shall remain responsible for any disclosure of Confidential Information by any of its EXECUTION VERSION Representatives or investors. Each Party further agrees that, upon the request of the other Party given following any termination of this Agreement, it and each of its Representatives either shall return to such other Party all Confidential Information received by it and its Subsidiaries' employeesRepresentatives (including all compilations, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of analyses or other documents prepared by it that contain Confidential Information) or shall certify that the business of the Company and its Subsidiariessame has been destroyed. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In additionAs used herein, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent Confidential Information shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of include (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access information that is or becomes generally available to the Company's independent auditors' working papers pertaining to the Business or the Assets; public other than as a result of a breach of this Agreement, (ii) undertakinginformation that the receiving Party demonstrates was known to it on a non-confidential basis prior to receiving such information from the other Party, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Lawsinformation that the receiving Party develops independently without relying on Confidential Information, including Environmental Laws; and the Company acknowledges (iv) information that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours becomes available to the books and records pertaining receiving Party on a non-confidential basis from another source if the source was not known to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shallbe, and shall cause each of its Affiliates tonot reasonably believed by the receiving Party to be, cooperate with Sellers as may reasonably be requested by Sellers for subject to any prohibition against disclosing such purposesinformation.

Access. (a) Subject The Sellers will, and the Sellers will cause the Company Entities to, afford to applicable Law, from the date hereof until the Closing Date, Sellers (i) shall give Buyer and its Representatives representatives reasonable access access, during normal business hours upon reasonable notice throughout the period prior to the officesClosing, propertiesto the Company Entities’ respective facilities, officersbooks, employeesfinancial information (including working papers and data in the possession of the Companies’ independent public accountants), accountants, auditors, counsel and other representatives, books Contracts and records of the Company Entities and, during such period, will furnish such information concerning the businesses, properties and its Subsidiariespersonnel of the Company Entities as the Buyer may reasonably request; provided, however, that (i) such investigation will not unreasonably disrupt the Company Entities’ operations; (ii) the Company Entities will not be required to disclose any information that Buyer's inspection of Sellers' properties shall notwould jeopardize attorney-client privilege, without the consent contravene any applicable Law or violate any agreement binding on any Company Entity as of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental date of this Agreement and (iii) neither Buyer nor its agents will conduct sampling of any environmental media, including the air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business groundwater at any of the Company Entities’ properties without Sellers’ prior written consent. Prior to the Closing, if the Buyer requests a meeting with a Material Customer, then the Sellers shall in good faith consider such request and, upon mutual agreement of the Buyer and its Subsidiariesthe Sellers, the Sellers will, and will cause the Company Entities to, provide the Buyer with access to, and assist, as requested, in facilitating any such meeting, provided that the Owners will be permitted to attend any such meeting. All such nonpublic information shall provided to, or obtained by, the Buyer in connection with the transactions contemplated hereby will be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision considered “Evaluation Material” for purposes of the Confidentiality Agreement to dated June 20, 2016, between the contrary, Buyer shall, with and the prior consent of Companies (the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii“Confidentiality Agreement”), shall be conducted the terms of which will continue in force until the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with Closing; provided, that the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books Companies and records of the Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss may disclose such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, necessary in connection with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; seeking necessary consents and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purposeapprovals as contemplated hereby. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject Prior to applicable the Closing, subject to Applicable Law, from the date hereof until the Closing Date, Sellers (i) shall give Seller will grant to Buyer or cause to be granted to Buyer and its Representatives (collectively who are subject to the same obligations of secrecy and non-use as Buyer under the Confidentiality Agreement) reasonable access access, during normal business hours (except as provided below) and upon reasonable notice, to the officespersonnel, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company Seller and its SubsidiariesAffiliates to the extent relating to the Business, Included Assets, Included Liabilities or Products, including access to the Transferred Facilities, the facilities subject to a Transferred Lease and Shared Facilities; provided, in each case that such access will be made in a manner that does not unreasonably interfere with the normal operations of Seller, its Affiliates or the Business, and will not include any right by Buyer or its Representatives to conduct any Phase II environmental site assessment or any other environmental sampling or testing; provided further, however, that Buyer's inspection any such access to any Shared Facility shall be (i) outside of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, normal business hours and (ii) shall be supervised and escorted by Representatives of Seller and its Affiliates. Notwithstanding the foregoing, Seller will not be required to disclose any information or provide access to Buyer solely to the extent such disclosure or access would, in Seller’s reasonable discretion, (A) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, including without limitation access to Formulations, Specifications and Processing Instructions, or (B) result in a waiver of any attorney-client privilege or other legal privilege. (b) Seller shall furnish to Buyer and its Representatives such all financial, operating and property related other data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining relating to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Buyer or its Affiliates, through their respective Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit request, including unaudited monthly management reports prepared on a basis consistent with past practice of the Business, including access Business as such reports become available for each month falling within the period from the date of this Agreement to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject to applicable LawSection 8.17 hereof, from upon reasonable notice, each of IP, with respect to the date hereof until Spinco Business, Spinco and UWWH shall, throughout the Closing Dateperiod prior to the earlier of the Effective Time or the termination of this Agreement, Sellers (i) shall give Buyer afford to each other and each other’s respective Representatives, reasonable access to its Representatives reasonable access and, during normal business hours hours, in a manner that does not unreasonably interfere with business and operations, to its and its Subsidiaries’ and the officesSpinco Subsidiaries’ officers, properties, officersContracts, employeescommitments, accountantsbooks, auditorsrecords (including Returns) and any report, counsel schedule or other document filed or received by it pursuant to the requirements of the federal or state securities Laws, and shall use their respective reasonable best efforts to cause its respective representatives to furnish promptly to the other such additional financial and operating data and other representativesinformation, books and records of the Company including environmental information, as to its and its Subsidiaries’ and the Spinco Subsidiaries’ respective businesses and properties as the other or its duly authorized representatives, as the case may be, may reasonably request, and instruct its employees, legal counsel, financial advisors, auditors and other authorized representatives to reasonably cooperate with the other in such other Party’s investigation; provided, however, that Buyer's inspection of Sellers' properties the foregoing shall notnot permit any Party to conduct any invasive or destructive environmental sampling, testing or analysis (including without the consent limitation any of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish nature commonly referred to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or Phase II environmental assessment) on the other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersParty’s property. (b) From For the purposes of this Section 8.10, all communications, including requests for information or access, pursuant to this Section 8.10, shall only be made by and after the Closing Dateamong representatives of each of IP, Sellers Spinco and UWWH, each of whom shall give Buyer initially be designated in writing by each of IP, Spinco and Buyer's Representatives reasonable access during normal business hours to the officesUWWH, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Businessrespectively, and Sellers shall cause their Representatives to furnish to Buyer such financialmay be replaced with a substitute representative by IP, technical, operating and other information pertaining to the Business as Buyer's Representatives shall Spinco or UWWH from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access upon reasonable written notice to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purposeother Parties. (c) From and after Notwithstanding the Closing Dateforegoing, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours none of IP, with respect to the books and records pertaining Spinco Business, Spinco, UWWH or their respective Subsidiaries, as applicable, shall be required to the Excluded Assets and Excluded Liabilities and, provide any information to the extent that Sellers retain such information or to the extent that such access would jeopardize the attorney-client privilege or contravene any Liabilities applicable Law or confidentiality obligation; provided that the Parties shall have used reasonable best efforts to make such disclosure or in a form or manner that would not jeopardize such privilege or violate such Law or confidentiality obligation (including by redacting or otherwise not disclosing any portion thereof the disclosure of which would jeopardize such privilege or entering into a joint defense agreement). Each of UWWH, Spinco and IP will hold, and will cause their respective Subsidiaries to hold, and will direct its and their Representatives to hold, any and all information received from any of the Parties, directly or indirectly, in confidence in accordance with the Confidentiality Agreement and Section 8.17. (d) Notwithstanding any other provision of this Section 8.10 or the other provisions of this Agreement, IP shall not be required to provide a copy of (or access to) any (i) information with respect to such itemsany business conducted by IP, other than the Acquired Assets Spinco Business, or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers (ii) IP Income Tax Return or IP Non-Income Tax Return (other than as may reasonably be requested by Sellers for such purposesrequired pursuant to the Tax Matters Agreement).

Access. (a) Subject to applicable Lawthe Confidentiality Agreement, from the date hereof Execution Date until the Closing Date, Sellers earlier of (i) shall termination of this Agreement and (ii) the Closing, Seller will, (w) upon reasonable notice, give Buyer Purchaser and its Representatives employees, accountants, financial advisors, counsel and other representatives reasonable access during normal business hours to the offices, properties, officersbooks and records of Seller relating to the Acquired Assets, the Assumed Liabilities, and the Wafer Business; (x) furnish to Purchaser such financial and operating data and other information relating to the Acquired Assets, the Assumed Liabilities, and the Wafer Business as may be reasonably requested; and (y) instruct the executive officers and senior business managers, Employees, counsel, auditors and financial advisors of Seller to cooperate with Purchaser’s employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (iiA) all activities covered by this Section 8.2(a) shall furnish to Buyer be at the sole cost and its Representatives such financial, operating and property related data and other information as such persons reasonably request, expense of Purchaser and (iiiB) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in that any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study activities pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), this provision shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so such manner as not to interfere unreasonably with the use conduct of the Acquired Real Property by Sellersbusiness of Seller. Notwithstanding anything herein to the contrary, no such investigation or examination shall be permitted to the extent that it would require Seller to disclose information, (i) subject to attorney-client privilege or that conflicts with any confidentiality obligations to which Seller is bound, (ii) related to pricing or other matters that are highly competitively sensitive or (iii) that would otherwise in the exercise of Seller’s good faith judgment, be inappropriate in light of the Bankruptcy Case. (b) From Purchaser shall cooperate with Seller and make available to Seller such documents, books, records or information Transferred to Purchaser and relating to activities of the Acquired Assets, the Assumed Liabilities, and the Wafer Business prior to the Closing as Seller may reasonably require after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours in connection with any Tax determination or contractual obligations to Third Parties or to defend or prepare for the defense of any claim against Seller or to prosecute or prepare for the prosecution of claims against Third Parties by Seller relating to the offices, facilities, plants, properties, officers, employees, books and records conduct of Sellers pertaining the Wafer Business by Seller prior to the Business, and Sellers Closing or in connection with any governmental investigation of Seller or any of its Affiliates; provided that any such activities pursuant to this provision shall cause their Representatives be conducted in such manner as not to furnish to Buyer such financial, technical, operating and other information pertaining to interfere unreasonably with the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent business of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purposePurchaser. (c) From and after the Closing Date, Buyer No party shall give Sellers and Sellers' Representative destroy any files or records which are subject to this Section 8.2 without giving reasonable access during normal business hours notice to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shallother parties, and shall within 15 days of receipt of such notice, any such other party may cause each of its Affiliates toto be delivered to it the records intended to be destroyed, cooperate with Sellers as may reasonably be requested by Sellers for at such purposesother party’s expense.

Access. (a) Subject to applicable Law, from From the date hereof until of this Agreement through the Closing Date, Sellers (i) the Sellers and Company shall give Buyer allow Purchaser’s representatives, attorneys and its Representatives accountants reasonable access during normal business hours upon reasonable notice to the officesrecords and files, properties, officers, employees, accountants, auditors, counsel audits and other representatives, books and records properties of the Company Representors as well as all information relating to taxes, commitments, contracts, titles and financial condition of, or otherwise pertaining to, the business and affairs of the Company Representors. From the date hereof, the Sellers and Company will use commercially reasonable efforts to cause accountants of Company Representors to cooperate with Purchaser and its Subsidiaries; accountants in making available all financial information concerning the Company Representors as is requested, and Purchaser and its accountants shall have the right to examine all working papers pertaining to examinations of the Company Representors, or preparation of its reports, by its accountants, provided, however, that Buyer's inspection in no event shall Purchaser have access to any information that (i) based on advice of Sellers' properties shall not’ counsel, without the consent of the Company, which consent shall not be unreasonably withheld would create any potential Liability under applicable Laws or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct in the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation reasonable judgment of the business Seller, would (A) result in the disclosure of the any trade secrets of third parties or (B) violate any obligation of Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld Representors or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders Seller Representors with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate confidentiality; provided, further, that in such negotiations and agrees to cooperate connection with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertakingabove, if such information in question is set forth in a Material Contract, the Company Representor shall provide Purchaser with the consent a summary of the Companymaterial terms of such Material Contract, which consent shall not be unreasonably withheld or delayedtogether with such additional information reasonably requested by Parent to satisfy its due diligence investigations, any study but in recognition of the condition confidential nature of such agreement. All requests for information made pursuant to this Section 8.2 shall be directed to Xueshi Yang or value of such Person or Persons as may be designated by the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating Sellers’ Representative. All information received pursuant to Sellers' compliance with Laws, including Environmental Laws; this Section 8.2 shall be governed by Section 15.17 and the Company acknowledges that information or access may be requested and used for such purposeNon-Disclosure Agreement. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject to applicable LawLaw and in accordance with the Confidentiality Agreement, from upon reasonable notice, each of the date hereof until Seller Parties, with respect to the SMS Business only, shall, throughout the period prior to the earlier of the Asset Closing Dateor the termination of this Agreement, Sellers (i) shall give Buyer afford to the Purchaser Parties and its their duly authorized Representatives reasonable access during normal business hours to the offices, properties, its officers, employees, accountantsconsultants and representatives and, auditorsduring normal business hours, counsel and other representativesin a manner that does not unreasonably interfere with the SMS Business, books and records of the Company to its and its Subsidiaries’ and the Company Subsidiaries’ officers, properties, Contracts, books, records (including Tax Returns filed and those in preparation, work papers and other materials relating to Taxes, but only to the extent relating to the SMS Business), any report, schedule or other document filed or received by it pursuant to the requirements of the federal or state securities Laws, and shall use their respective reasonable efforts to cause their respective Representatives to furnish promptly such additional financial and operating data and other information, including environmental information, as to the SMS Business as the Purchaser Parties or their duly authorized Representatives, as the case may be, may reasonably request, and instruct its Representatives to cooperate with the Purchaser Parties and their duly authorized Representatives in their investigation; provided, however, that Buyer's inspection of Sellers' properties the foregoing shall notnot permit the Purchaser Parties or their duly authorized Representatives to conduct any invasive or destructive environmental sampling, without testing or analysis on the consent property of the Company, which consent shall not be unreasonably withheld Seller Parties or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its their Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after Notwithstanding the Closing Dateforegoing, Sellers neither the Seller Parties nor their respective Subsidiaries, as applicable, shall give Buyer and Buyer's Representatives reasonable access during normal business hours be required to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other provide any information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect such Person has reasonably determined that it is legally obligated to keep such items, information confidential or otherwise not to provide such information or to the Acquired Assets or Assumed Liabilitiesextent that such access would be reasonably likely to constitute a waiver of the attorney-client privilege. Buyer shallEach of the Purchaser Parties will, and shall will cause each its Subsidiaries to hold, and will direct its and their Representatives to hold, any and all information received from any of its Affiliates tothe Seller Parties, cooperate directly or indirectly, in confidence in accordance with Sellers as may reasonably be requested by Sellers for such purposesthe Confidentiality Agreement.

Access. (a) Subject Buyer and the Buyer Parties will have the right to applicable Lawenter the Real Property, from the date hereof until at reasonable times and at their own risk and expense, through and including the Closing DateDate in order to confirm any existing or to conduct any further studies, Sellers (i) shall give Buyer inquiries, or investigations or to take inventories, survey areas, monitor conditions, prepare reports and its Representatives reasonable access during normal business hours otherwise prepare to take title to the officesProperty, properties, officers, employees, accountants, auditors, counsel subject to the terms and other representatives, books and records conditions of the Company and its Subsidiariesthis Section 4.4; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent ’s purchase of the Company, which consent Property shall not be unreasonably withheld or delayed, include conditioned on the environmental sampling results of any environmental media, including air, soil, surface water such confirmation or groundwater, (ii) shall furnish to additional studies. Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Property by any existing tenant, licensee or other occupant of the Real Property by Sellers. under any Existing Lease (b“Existing Occupants,” which definition shall not include LUT) From and or any tenant, licensee, or other occupant of the Property under any Lease entered into after the Closing DateEffective Date as authorized herein (“New Occupant” and together with the Existing Occupants, Sellers “Occupants”). Buyer shall give not unreasonably interfere with Seller’s or its affiliates’ use of the Property. Buyer shall not conduct any invasive or intrusive testing, studies, or investigations, such as a phase two environmental assessment, without Seller’s prior written consent. Buyer shall provide Seller with reasonable prior written notice (or notice by electronic mail) of its desire to enter the Real Property for such purpose, which notice shall include a description of the activities to be performed and Buyer's Representatives reasonable access the areas of the Real Property to be accessed during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Businesssuch entry, and Sellers Buyer shall cause their Representatives to furnish to Buyer coordinate all such financialentry in advance with ▇▇▇▇▇▇ ▇▇▇▇▇, technicala representative of CP Management I, operating and LLC, Seller’s Property Manager (“Property Manager”), or any other information pertaining to the Business as Buyer's Representatives shall representative that Seller may designate from time to time reasonably in writing to Buyer. Seller reserves the right to have ▇▇▇▇▇▇ ▇▇▇▇▇ or any other representative of Seller or Property Manager present at all times during any such access, and Seller shall use commercially reasonable efforts to have such representative available on the next business day following Buyer’s request and during normal business hours. Buyer acknowledges that its access to discuss certain Occupant spaces within the Real Property may be prohibited or limited by that Occupant’s Lease, or may require Buyer to execute a non-disclosure or confidentiality agreement. Buyer agrees that it shall not have access to such information spaces unless it complies with such Representativeslimitations and executes any reasonable non-disclosure or confidentiality agreement as required by the Occupant. Sellers shallAs a condition of such entry, Buyer agrees to (a) obtain, carry and shall cause each provide evidence to Seller of their Affiliates tonot less than Two Million and No/100 Dollars ($2,000,000.00) worth of commercial general liability insurance with a contractual liability endorsement insuring Buyer’s indemnity obligations hereunder, cooperate with Buyer as may reasonably be requested (b) pay when due all costs of activities performed by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertakingBuyer Parties in connection with such activities, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From restore promptly any physical damage caused by such activities, and after (d) defend, indemnify and save Seller and the Closing DateSeller Parties harmless from any and all liabilities, costs, damages, expenses (including, but not limited to, attorneys’ fees and other professional fees and disbursements), claims, suits, actions, and losses of every name, kind and description by any person or entity as a result of or on account of any actual or alleged injuries or damages to persons or property received or sustained, or any liens filed against the Property (collectively, “Claims”) incurred by or made or brought against Seller or any of the Seller Parties which Claims in any way arise out of, in connection with, or as a result of the acts or omissions of Buyer or the Buyer Parties in exercising Buyer’s rights under this Section 4.4; provided that Buyer shall give Sellers and Sellers' Representative reasonable access have no liability for any preexisting condition on the Property that is discovered during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities andBuyer’s inspections, except to the extent that Sellers retain Buyer or any Liabilities with respect to Buyer Party exacerbates any such itemspreexisting condition. Without limiting the generality of the foregoing, Buyer assumes all liability for actions brought by any of the Acquired Assets Buyer Parties. The obligations set forth in this Section 4.4 shall survive the expiration or Assumed Liabilities. Buyer shall, any termination whatsoever of this Agreement and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposessurvive Closing.

Access. Promptly upon execution of this Agreement, but not later than two (a2) Subject to applicable Law, from Business Days after the date hereof until the Closing Execution Date, Sellers Seller shall provide Buyer and Buyer’s authorized representatives (i) reasonable physical access, at Buyer’s sole risk, cost and expense, to the Assets to allow Buyer to conduct on-site Phase I environmental site assessments of the Assets, to the extent Seller has the right to grant such access (and if Seller does not have the right to grant such access, Seller shall give use commercially reasonable efforts to obtain any consents necessary to enable Buyer and its Representatives reasonable Buyer’s representatives such access), and (ii) access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel Records and other representativesAssets, books to the extent such data and records of are in Seller’s or its Affiliate’s or representatives’ possession or control and relate to the Company and its SubsidiariesAssets; provided, however, Seller shall have no obligation to provide Buyer access to any interpretative or predictive data or information which Seller believes in good faith it cannot lawfully provide Buyer because of third-party restrictions (to the extent any such data or information is proprietary or subject to third-party restrictions, Seller will use commercially reasonable efforts to obtain any consents necessary to allow Buyer to review such data or information). In connection with any on-site inspections, Buyer agrees to not unreasonably interfere with the normal operation of the Assets and further agrees that Buyer's inspection under no circumstances shall it perform any invasive tests of Sellers' properties shall not, any nature on the Assets without the express written consent of the CompanySeller, which such consent shall of Seller not to be unreasonably withheld or delayed, include the environmental sampling of and any environmental mediaapplicable third Person operator. IN CONNECTION WITH GRANTING SUCH ACCESS, including airAND EXCEPT TO THE EXTENT THAT SUCH CLAIMS ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY MEMBER OF THE SELLER GROUP, soilBUYER WAIVES AND RELEASES ALL CLAIMS AGAINST SELLER GROUP FOR INJURY TO, surface water or groundwaterOR DEATH OF PERSONS, (ii) shall furnish to Buyer and its Representatives such financialOR DAMAGE TO PROPERTY INCURRED OR DIRECTLY CAUSED BY BUYER OR ITS REPRESENTATIVES IN CONNECTION WITH THE PERFORMANCE OF THIS DILIGENCE AND BUYER AGREES TO INDEMNIFY, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersDEFEND AND HOLD HARMLESS SELLER GROUP FROM AND AGAINST ALL SUCH CLAIMS. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject to To the extent permitted by applicable Law, from between the date hereof until of this Agreement and the Closing Date, Sellers Seller will, during ordinary business hours and upon reasonable notice, (i) shall give Buyer and its Buyer’s Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel Purchased Assets; (ii) permit Buyer to make such reasonable inspections thereof as Buyer may reasonably request; (iii) furnish Buyer with such financial and operating data and other representativesinformation with respect to the Business as Buyer may from time to time reasonably request; and (iv) furnish Buyer with a copy of each material report, books and records of schedule, or other document principally relating to the Company and its SubsidiariesBusiness filed or submitted by Seller with, or received by Seller from, any Governmental Entity; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (iiA) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall will be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so such a manner as not to interfere unreasonably with the use operation of the Acquired Real Property Business or any other Person; (B) Seller shall not be required to take any action which would constitute or result in a waiver of the attorney-client privilege; and (C) Seller shall not be required to supply Buyer with any information which Seller is under a legal obligation not to supply. Buyer will indemnify and hold harmless Seller from and against any Losses incurred by SellersSeller, its Affiliates or their Representatives by any action of Buyer or Buyer’s representatives while present on any of the Purchased Assets or other premises to which Buyer is granted access hereunder (including restoring any such premises to the condition substantially equivalent to the condition such premises were in prior to any such investigation). Notwithstanding anything in this Section 7.2 to the contrary, (x) Buyer will not have access to personnel and medical records if such access could, in Seller’s good faith judgment, subject Seller to risk of liability or otherwise violate the Health Insurance Portability and Accountability Act of 1996 and (y) any investigation of environmental matters by or on behalf of Buyer will be limited to visual inspections and site visits commonly included in the scope of “Phase 1” level environmental inspections, and Buyer will not have the right to perform or conduct any other sampling or testing at, in, on, or underneath any of the Purchased Assets. (b) From and For a period of three (3) years after the Closing Date, Sellers shall give Buyer each Party and Buyer's its Representatives will have reasonable access during normal business hours to all of the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining relating to the Business or the Purchased Assets; (ii) undertaking, with including all Transferred Employee Records, in the consent possession of the Companyother Party, which consent shall not be unreasonably withheld or delayed, any study and to the employees of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities andother Party, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as access may reasonably be requested required by Sellers such Party in connection with the Assumed Obligations or the Excluded Liabilities, or other matters relating to or affected by the operation of the Business and the Purchased Assets. Such access will be afforded by the applicable Party upon receipt of reasonable advance notice and during normal business hours, and will be conducted in such a manner as not to interfere unreasonably with the operation of the business of any Party or its respective Affiliates. The Party exercising the right of access hereunder will be solely responsible for any costs or expenses incurred by either Party in connection therewith. If the Party in possession of such purposesbooks and records desires to dispose of any such books and records prior to the expiration of such three-year period, such Party will, prior to such disposition, give the other Party a reasonable opportunity at such other Party’s expense to segregate and take possession of such books and records as such other Party may select.

Access. (a) Subject to applicable LawUpon reasonable advance notice, from the date hereof until the Closing Date, Sellers (i) shall give Buyer and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include on the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably requestone hand, and (iii) shall instruct Parent, on the Company's and its Subsidiaries' employeesother hand, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates Subsidiaries to, cooperate with Sellers (x) afford the other party’s Representatives reasonable access, during normal business hours throughout the period prior to the Company Merger Effective Time, to all properties, facilities, officers, offices and other facilities, and books and records of the Acquired Companies or the Parent Companies, as applicable, and, during such period, the Company or Parent, as applicable, shall furnish promptly to the other party all readily available information concerning its business, properties, Contracts, assets and liabilities of itself and its Subsidiaries as the other party may reasonably request and (y) permit such inspections as the other party may reasonably require and promptly furnish the other party with such financial and operating data and other information with respect to the business, properties and personnel of itself and each of its Subsidiaries as the other party may reasonably request; provided, however, that the Acquired Companies or the Parent Companies, as applicable, shall not be required to permit any inspection or other access, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, could: (a) violate any obligation of the Acquired Companies or the Parent Companies, as applicable, with respect to confidentiality, non-disclosure or privacy to a Third Party; (b) jeopardize protections afforded to any of the Acquired Companies or the Parent Companies, as applicable, under the attorney-client privilege or the attorney work product doctrine, and in any such event, the parties hereto will use commercially reasonable efforts to make appropriate substitute disclosure arrangements; (c) violate any Law; or (d) materially interfere with the conduct of the business of the Acquired Companies or the Parent Companies, as applicable (provided that the Company or Parent, as applicable, shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (a) through (d)). No investigation pursuant to this Section 5.6 shall affect or be deemed to qualify, modify or limit any representation or warranty in this Agreement of any party or any condition to the obligations of the parties. All requests for access pursuant to this Section 5.6 must be directed to the Chief Executive Officer of the Company or Parent, as applicable, or another Person designated in writing by such party. The Company shall cooperate and participate, as reasonably requested by Sellers Parent from time to time and to the extent consistent with applicable Law, in Parent’s efforts to oversee the integration of the parties’ operations in connection with, and taking effect upon consummation of, the Mergers, including providing such reports on operational or financial matters as Parent may reasonably request (including customer billing and other data files for the purpose of system integration and testing as well as compensation and payroll data files for the purpose of payroll system integration and testing with respect to employees of the Acquired Companies). The Parent Parties, on the one hand, and the Company Parties, on the other hand, shall not, and shall cause their respective Representatives not to, contact any customers, suppliers, vendors, service providers, joint venture partners, lessors, lessees, consultants or lenders of the Company or Parent, as applicable, in connection with the Mergers or any of the other Transactions without the Company’s, or Parent’s, as applicable, prior written consent (such purposesconsent not to be unreasonably withheld, conditioned or delayed); provided, however, that the Company shall use its reasonable best efforts to allow the Parent Parties to communicate with the Acquired Companies’ property managers (including the Company Management Companies), asset managers and accounting staff, provided that any such communication contemplated by the foregoing sentence shall be arranged by the Company and the Company may have a Representative participate in any such communications.

Access. (a) Subject Prior to the Joinder Date, Parent will use its commercially reasonable efforts, to the extent permitted by applicable Law, from to cause the date hereof Company and the Member to, and after the Joinder Date until the Closing DateDate Parent shall cause the Company and the Member to, Sellers (i) shall give provide to Buyer and its Representatives, full access to all Third Parties engaged in connection with the design, development and construction of the Casino and the Shared Space and full access to any and all premises, properties, files, books, records, documents, and other information of the Company (including full access to the Leased Real Property for the purpose of conducting inspections thereof and any other assessment thereof, including such soil, groundwater and other sampling and other testing as Buyer may deem necessary, and such other non-environmental assessments and inspections that Buyer may deem necessary in its reasonable discretion (including inspections and evaluations of the ongoing construction of the Casino and the Shared Space)) and (ii) furnish to Buyer and its Representatives reasonable access during normal business hours any and all financial, technical, architectural, construction, development, operating and other data in their possession or control and other information pertaining to the offices, properties, officers, employees, accountants, auditors, counsel businesses and other representatives, books and records properties of the Company (including in connection with the design, development and its Subsidiariesconstruction of the Casino and the Shared Space) and make available for inspection and copying by Buyer true and complete copies of any documents relating to the foregoing (collectively, the “Inspection”); provided, however, that (xi) Buyer shall provide Parent reasonable notice prior to any Inspection; (xii) if Parent so requests, Buyer's inspection ’s Representatives shall be accompanied by a Representative of Sellers' properties shall not, without Parent or the consent of the Company, which consent Member; (xiii) Buyer shall not be unreasonably withheld or delayed, include materially interfere with the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation operation of the business conducted at the Leased Real Property (including the ongoing construction of the Company Casino and the Shared Space); and (xiv) Buyer shall, at its sole cost and expense, promptly repair any physical damage to the Leased Real Property or any other property owned by a Person other than Buyer arising from or caused by Inspection, and restore the Leased Real Property or such other third-party property to substantially the same condition as existed prior to such Inspection, and shall indemnify, defend and hold harmless the Member and its SubsidiariesAffiliates from and against any personal injury or physical property damage claims, liabilities, judgments or expenses (including reasonable attorneys’ fees) incurred by any of them arising or resulting therefrom provided, however, this indemnity expressly excludes any and all claims, demands, actions, causes of action, damages, expenses, losses or liabilities arising out of or related to the Leased Real Property prior to Buyer’s Inspections, including but not limited to the pre-existing condition of the Leased Real Property and any environmental or other liabilities relating to such pre-existing condition. All Buyer will hold and cause its Representatives to hold any such information shall be provided subject furnished to it by the Member which is nonpublic in confidence in accordance with the confidentiality agreement dated as of June 6, 2013 between ▇▇▇▇▇▇▇▇ Entertainment, Inc. and Ameristar and the confidentiality agreement dated as of June 6, 2013 between ▇▇▇▇▇▇▇▇ Entertainment, Inc. and Parent (the “Confidentiality Agreements”); provided, however, that subsequent to the provisions Closing Date, the terms of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent Agreements shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders survive only with respect to any Acquired Assets Confidential Information (as defined in the Confidentiality Agreements) provided with respect to Ameristar, Parent or Assumed Liabilitiestheir respective Affiliates, other than the Company. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, No information or knowledge obtained in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to this Section 7.4(b)(ii) 6.1 shall affect or Section 7.4(b)(iii), shall be conducted deemed to modify any representation or warranty contained in this Agreement or the presence of Sellers or its Representatives. All inspections shall be conducted so as not conditions to interfere unreasonably with the use obligations of the Acquired Real Property by Sellersparties to consummate the transactions contemplated herein. (b) From and after Following the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Businesseach party hereto will hold, and Sellers shall will use its best efforts to cause its Affiliates and its and their respective Representatives to furnish to Buyer hold, in strict confidence from any Person (other than any such financial, technical, operating Affiliate or Representative) all documents and information concerning the other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each party or parties or any of its or their Affiliates to(and, cooperate with Buyer for the avoidance of doubt, treating information concerning the Casino and the Company’s assets as may reasonably be requested by Buyer for purposes of information concerning Buyer) unless (i) enabling an independent accounting firm selected compelled to disclose by Buyer to conduct an audit judicial or administrative process (including in connection with obtaining the necessary approvals of this Agreement and the Business, including access to the Company's independent auditors' working papers pertaining to the Business transactions contemplated hereby of any Government Authority) or the Assets; by other requirements of Law or (ii) undertakingdisclosed in an action or proceeding brought by another party hereto in pursuit of its rights or in the exercise of its remedies hereunder, with or unless such documents or information can be shown to have been (1) previously known by the consent party receiving such documents or information (other than pursuant to breach of an agreement to keep such information confidential), (2) in the Company, which consent shall public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of such receiving party or (3) later acquired by the receiving party from another source if the receiving party is not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; aware that such source is under an obligation to another party hereto to keep such documents and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; information confidential. Buyer and the Company acknowledges agree that in the event any proprietary information or access may be requested knowledge relating to an Excluded Asset is obtained, revealed or otherwise made known to Buyer in effecting (x) the transition from any existing software to replacement software pursuant to Section 1.7 hereof, specifically, or (y) the removal of the Excluded Assets, generally, Buyer shall not reveal, disclose, employ or otherwise use any such proprietary information and used for will hold such purposeinformation in confidence in accordance with the terms of the Confidentiality Agreements. (c) From and after Following the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours for so long as Parent and the Member, on the one hand, or Buyer, on the other hand, or their respective Affiliates are prosecuting, participating in, contesting or defending any action, claim, investigation, suit or proceeding, whenever filed or made, in connection with or involving in any way (i) this Agreement or the transactions contemplated hereby or (ii) the conduct or operation of the Company prior to or after the books and records pertaining Closing, including any action, claim, investigation, suit or proceeding related to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such itemsAssets, the Acquired Assets or Assumed Liabilities. Buyer shall, other party shall (and shall cause each of its Affiliates, and its and their respective Representatives, to) (A) cooperate with such party and its Affiliates toand their Representatives with the prosecution, cooperate participation, contest or defense, (B) provide such party and its Affiliates and their Representatives with Sellers reasonable access and duplicating rights to all properties, books, contracts, commitments and records (whether in paper or electronic form) related to the Company and (C) make available to such party and its Affiliates and their Representatives its personnel, including for purposes of fact finding, consultation, testimony, interviews, depositions and witnesses, in each case as may shall be reasonably be requested necessary in connection with the prosecution, participation, contest or defense of the applicable action, claim, investigation, suit or proceeding by Sellers for such purposesparty and its Affiliates and Representatives.

Access. (a) Subject to applicable Law, from From and after the date hereof until and up to and including the Closing DateDate (or earlier termination of this Agreement) but subject to applicable laws, Sellers the other provisions of this Section 10.1 and obtaining any required consents of Third Parties, including Third Party operators of the Assets (i) with respect to which consents Seller shall give use commercially reasonable efforts to obtain), Seller shall afford to Buyer and its Representatives reasonable access officers, employees, agents, accountants, attorneys, investment bankers and other authorized representatives (“Buyer’s Representatives”) full access, during normal business hours and upon reasonable notice, to the offices, properties, officers, employees, accountants, auditors, counsel Assets and all Records and other representativesdocuments in Seller’s or any their respective Affiliates’ possession relating primarily to the Assets. Seller shall also make available to Buyer and Buyer’s Representatives, books upon reasonable notice during normal business hours, Seller’s personnel knowledgeable with respect to the Assets in order that Buyer may make such diligence investigation as Buyer considers necessary or appropriate. All investigations and records of due diligence conducted by Buyer or any Buyer’s Representative shall be conducted at Buyer’s sole cost, risk and expense and any conclusions made from any examination done by Buyer or any Buyer’s Representative shall result from Buyer’s own independent review and judgment. (b) Buyer shall be entitled to conduct a non-invasive environmental site assessment with respect to the Company Assets. Seller or its designee shall have the right to accompany Buyer and its SubsidiariesBuyer’s Representatives whenever they are on site on the Assets. Notwithstanding anything herein to the contrary, Buyer shall not have access to, and shall not be permitted to conduct any environmental due diligence with respect to any Assets where Seller does not have the authority to grant access for such due diligence; provided, however, Seller shall use its commercially reasonable efforts to obtain permission from any Third Party operator to allow Buyer and Buyer’s Representatives such access, it being understood by Buyer that Buyer's inspection the execution by Buyer of Sellers' properties a customary boarding agreement may be a condition of such access. (c) Buyer shall not, without the consent coordinate its environmental site assessments and physical inspections of the CompanyAssets with Seller to minimize any inconvenience to or interruption of the conduct of business by Seller. Buyer shall abide by Seller’s, and any Third Party operator’s, safety rules, regulations and operating policies while conducting its due diligence evaluation of the Assets including any environmental or other inspection or assessment of the Assets. Buyer hereby agrees to defend, indemnify and hold harmless each of the Third Party operators and owners of the Assets and Seller Indemnified Parties from and against any and all Liabilities arising out of, resulting from or relating to any field visit, environmental property assessment, or other due diligence activity conducted by Buyer or any Buyer’s Representative with respect to the Assets, even if such Liabilities arise out of or result from, solely or in part, the sole, active, passive, concurrent or comparative negligence, strict liability or other fault or violation of Law of or by any such Third Party operator or owner or Seller Indemnified Party, excepting only Liabilities actually resulting on the account of the gross negligence or willful misconduct of such person. (d) Upon Seller’s request, Buyer agrees to provide Seller promptly, but not later than the Environmental Claim Date, copies of all reports, test results, and other documentation and data prepared or compiled by Buyer and/or any of Buyer’s Representatives and which consent contain information collected or generated from Buyer’s due diligence with respect to the Assets. Seller shall not be unreasonably withheld deemed by its receipt of said documents or delayedotherwise to have made any representation or warranty, include expressed, implied or statutory, as to the environmental sampling condition to the Assets or to the accuracy of said documents or the information contained therein. (e) Upon completion of Buyer’s due diligence, Buyer shall at its sole cost and expense and without any environmental mediacost or expense to Seller or its Affiliates, including air, soil, surface water (i) repair all damage done to the Assets in connection with Buyer’s due diligence in accordance with recognized industry standards or groundwaterrequirements of Third Party operators, (ii) shall furnish restore the Assets to Buyer and its Representatives such financialthe approximate same or better condition than existed prior to commencement of Buyer’s due diligence, operating and property to the full extent of any damage related data and other information as such persons reasonably requestto Buyer’s due diligence, and (iii) shall instruct remove all equipment, tools or other property brought onto the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably Assets in connection with Buyer in its investigation of the business of the Company and its SubsidiariesBuyer’s due diligence. All such information shall be provided subject Any disturbance to the provisions of the Confidentiality Agreement. In additionAssets (including, notwithstanding without limitation, any provision of the Confidentiality Agreement to the contraryreal property, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer platform or other information received fixtures associated with such Assets) resulting from Buyer’s due diligence will be promptly corrected by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersBuyer. (bf) From During all periods that Buyer, and/or any of Buyer’s Representatives are on the Assets, Buyer shall maintain, at its sole expense and after with insurers reasonably satisfactory to Seller, policies of insurance of the Closing Date, Sellers shall give Buyer types and Buyer's Representatives reasonable access during normal business hours to in the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time amounts reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Seller. Coverage under all insurance required to be carried by Buyer for purposes of hereunder will (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Businessbe primary insurance, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertakinglist Seller Indemnified Parties as additional insureds, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating waive subrogation against Seller Indemnified Parties, (iv) be maintained for three years following Buyer’s and/or Buyer’s Representatives due diligence activities, and (v) provide for 30 days’ prior notice to Sellers' compliance with Laws, including Environmental Laws; and Seller in the Company acknowledges that information event of cancellation or access may be requested and used for such purpose. (c) From and after modification of the Closing Datepolicy or reduction in coverage. Upon request by Seller, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours provide evidence of such insurance to Seller prior to entering upon the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesAssets.

Access. (a) Subject to applicable Law, During the period from the date hereof of this Agreement until the Closing Dateearlier of the valid termination of this Agreement pursuant to Article VIII and the Closing, Sellers (i) Seller shall give grant, and cause the Company and the Company’s Subsidiaries, officers, managers, directors, employees, attorneys, accountants and other agents to grant, to Buyer and its authorized Representatives and potential lenders, as well as their respective officers, employees, affiliates and other agents, reasonable access access, during normal business hours and upon reasonable notice, to the officespersonnel, properties, officers, employees, accountants, auditors, counsel and other representativesfinancial information, books and records of the Company and its Subsidiaries; providedthe Company’s Subsidiaries and Seller (to the extent related to the Business), however, except that Buyer's inspection of Sellers' properties shall not, without Seller and the consent Company may restrict or otherwise prohibit such access to the extent that (a) any applicable Law requires Seller or the Company or any of the Company’s Subsidiaries to restrict or otherwise prohibit such access or (b) such access would give rise to a material risk of waiving any attorney-client privilege or work product doctrine; provided that, which consent in the case that Seller or the Company would restrict access under any of clauses (a) or (b), Seller shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish give notice to Buyer of the fact that Seller or the Company is withholding such access and its Representatives such financial, operating thereafter Seller and property related data and other information as such persons the Company shall reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer to allow the disclosure of such information (or as much of it as possible) in its an appropriate substitute disclosure arrangement or otherwise in a manner that would not violate any of clauses (a) or (b). Any investigation conducted pursuant to the access contemplated by this Section 5.5 will be conducted in a manner that does not unreasonably interfere with the conduct of the business businesses of Seller, the Company and its the Company’s Subsidiaries. All such information shall Any access to the properties of Seller, the Company and the Company’s Subsidiaries will be provided subject to Seller’s, the provisions Company’s and the Company’s Subsidiaries’ reasonable security measures and insurance requirements, as applicable, and will not include the right to perform invasive testing. The terms and conditions of the Confidentiality AgreementAgreement will apply to any information obtained by Buyer or any of its Representatives or any third party in connection with any investigation conducted pursuant to the access contemplated by this Section 5.5. In addition, notwithstanding any provision of Notwithstanding anything in the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent Confidentiality Agreement will automatically terminate and be of no further force or effect upon the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersClosing. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject to applicable Law, from Between the date hereof until Execution Date and the Closing Date, Sellers (i) Seller shall, and shall cause the Acquired Company and the Acquired Subsidiaries to, give Buyer Purchaser and its Representatives Representatives, upon reasonable advance notice to Seller or its Representatives, reasonable access during normal business hours to the officesBusiness and reasonable access to and the right to copy, propertiesat Purchaser’s sole cost, officersrisk and expense, employeesthe Books and Records (or originals thereof), accountants, auditors, counsel and other representatives, books and records for the purpose of conducting a reasonable due diligence review of the Acquired Company, the Acquired Subsidiaries and the Business, but only to the extent that Seller and the Acquired Company may do so without violating any obligations to any Third Party and to the extent that Seller and the Acquired Company have the authority to grant such access without breaching any restrictions binding on them, in each case, as determined by Seller in its reasonable discretion; provided that Seller shall use Commercially Reasonable Efforts to cause such Third Party to agree to permit Seller to provide such access to Purchaser and its SubsidiariesRepresentatives. Purchaser shall, and shall cause its Representatives to, abide by Seller’s and the Acquired Company’s safety rules, regulations, and operating policies while conducting its due diligence evaluation of the Acquired Company, the Acquired Subsidiaries and the Business. Any conclusions made from any examination done by Purchaser shall result from Purchaser’s own independent review and judgment; provided, however, that Buyer's inspection of Sellers' properties neither Purchaser nor its Representatives shall notconduct any environmental site assessment, compliance evaluation or investigation with respect to Seller, the Acquired Company, the Acquired Subsidiaries or the Business without the prior written consent of Seller and without reasonable ongoing consultation with Seller with respect to any such activity (it being understood and agreed that in no event shall any subsurface investigation or testing of any environmental media be conducted (i) on the CompanyOwned Real Property without Seller’s prior consent, which consent shall not be unreasonably conditioned, withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, delayed and (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and on any other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business properties of the Company and its Subsidiaries. All such information shall be provided subject Group or related to the provisions of Business other than the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Owned Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after The access granted to Purchaser under this Section 6.1 shall be limited to the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during Acquired Company’s normal business hours to hours, and Purchaser’s investigation shall be conducted in a manner that minimizes interference with the officesoperation of the Acquired Company, facilities, plants, properties, officers, employees, books the Acquired Subsidiaries and records of Sellers pertaining to the Business, and Sellers . Purchaser shall cause their Representatives coordinate its access rights with the Acquired Company to furnish reasonably minimize any inconvenience to Buyer such financial, technical, operating and other information pertaining to or interruption of the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business. Purchaser also agrees that neither Purchaser nor its Representatives shall contact any of the employees, including access to customers, suppliers or parties that have business relationships with Seller, the Company's independent auditors' working papers pertaining to the Business Acquired Company or the Assets; (ii) undertakingany Acquired Subsidiary, nor any Governmental Body or representatives thereof, in connection with the transactions contemplated hereby, whether in person or by telephone, email or other means of communication, without prior written consent of the CompanySeller, which consent shall not be unreasonably conditioned, withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From Purchaser acknowledges that, pursuant to its right of access, Purchaser will become privy to confidential and after other information of Seller, the Closing Date, Buyer shall give Sellers Acquired Company and Sellers' Representative reasonable access during normal business hours to the books Acquired Subsidiaries and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities such confidential information (which includes Purchaser’s conclusions with respect to such itemsits evaluations) shall be held confidential by Purchaser in accordance with the terms of the Confidentiality Agreement and any applicable privacy Laws regarding personal information. (d) In connection with the rights of access, the Acquired Assets or Assumed Liabilities. Buyer shallexamination and inspection granted to Purchaser under this Section 6.1, and shall cause each of its Affiliates toPURCHASER HEREBY AGREES TO INDEMNIFY, cooperate with Sellers as may reasonably be requested by Sellers for such purposesDEFEND AND HOLD HARMLESS THE ACQUIRED COMPANY AND THE SELLER GROUP FROM AND AGAINST ANY AND ALL DAMAGES ATTRIBUTABLE TO PERSONAL INJURY, DEATH OR PHYSICAL PROPERTY DAMAGE, OR VIOLATION OF THE ACQUIRED COMPANY’S RULES, REGULATIONS, OR OPERATING POLICIES, ARISING OUT OF, RESULTING FROM OR RELATING TO ANY FIELD VISIT OR OTHER DUE DILIGENCE ACTIVITY CONDUCTED BY PURCHASER WITH RESPECT TO THE BUSINESS.

Access. (a) Subject During the Examination Period, Seller will provide Buyer and its representatives reasonable access to applicable Lawthe Properties and access to the Financial Records, from in each case during Seller’s normal business hours, for the date hereof until purpose of conducting an investigation of the Closing DateAssets, Sellers but only to the extent that Seller may do so without (i) shall give Buyer and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld violating applicable Laws or delayed, include the environmental sampling of breaching any environmental media, including air, soil, surface water or groundwaterContracts, (ii) waiving any legal privilege of Seller, any of its Affiliates, or its counselors, attorneys, accountants or consultants, or (iii) violating any obligations to any Third Party and to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. In the event that access to the Properties or Financial Records is restricted for any reason, Seller shall furnish advise Buyer in writing of such restriction. Such access by Buyer shall be limited to Seller’s normal business hours and B▇▇▇▇’s investigation shall be conducted in a manner that minimizes interference with the operation of the Assets. All information obtained by Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information representatives under this Section shall be provided subject to the provisions previously executed Confidentiality Agreement and in Section 7.02 of the Confidentiality this Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company Seller shall have the right to participate in have representatives present at all times during such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellersreview. (b) From Buyer hereby agrees to defend, indemnify, release and after hold harmless the Closing Date, Sellers shall give Buyer Seller Indemnitees and Buyer's Representatives reasonable access during normal business hours all co-owners of the Assets from and against any and all Liabilities arising out of or relating to the offices, facilities, plants, properties, access to Seller’s or its Affiliates’ offices or the Assets by Buyer and/or its Affiliates and their respective officers, employees, books agents, advisors and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to representatives in connection with this Agreement or any due diligence activity conducted by Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each or its Affiliates or any of their Affiliates torespective officers, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Businessemployees, including access to the Company's independent auditors' working papers pertaining to the Business agents, advisors or the Assets; (ii) undertaking, representatives in connection with the consent of the Companytransactions contemplated by this Agreement. THE DEFENSE, which consent shall not be unreasonably withheld or delayedRELEASE, any study of the condition or value of the Acquired Assets including any environmental assessment; and INDEMNIFICATION AND HOLD HARMLESS OBLIGATIONS SET FORTH IN THIS SECTION 7.01 SHALL ENTITLE THE INDEMNITEE TO SUCH DEFENSE, RELEASE, INDEMNIFICATION AND HOLD HARMLESS HEREUNDER IN ACCORDANCE WITH THE TERMS HEREOF, REGARDLESS OF WHETHER THE CLAIM GIVING RISE TO SUCH OBLIGATION IS THE RESULT OF: (iiiA) undertaking any study relating to Sellers' compliance with LawsSTRICT LIABILITY, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose(B) THE VIOLATION OF ANY LAW BY SUCH INDEMNITEE, OR (C) THE SOLE, CONCURRENT OR COMPARATIVE NEGLIGENCE OF SUCH INDEMNITEE, BUT SPECIFICALLY EXLUDING THE GROSS NEGLIGENCE AND WILLFUL MISCONDUCT OF SELLER INDEMNITEES AND CO-OWNERS OF THE ASSETS AND ANY PRE-EXISTING CONDITIONS. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. Seller will (a) Subject to applicable Lawduring ordinary business hours and upon ------ reasonable notice from Buyer, from the date hereof until the Closing Date, Sellers (i) shall give permit Buyer and its Representatives reasonable authorized representatives to have access during normal business hours to all Purchased Assets, including without limitation books, records, offices and other facilities and properties of the Business, in order to make such inspections, tests, and investigations as Buyer shall deem appropriate, (b) furnish, as soon as reasonably practicable, to Buyer or its authorized representatives such financial and operating data and other information in Seller's possession with respect to the officesPurchased Assets as Buyer may from time to time reasonably request, properties(c) make available copies of all insurance policies covering the Purchased Assets and the Assumed Liabilities, officers(d) make available to the Buyer a copy of each material report, employeesschedule or other document (to the extent accessible to Seller without undue effort) filed or received by the Seller since November, accountants, auditors, counsel 1996 with respect to the Purchased Assets with any Governmental Authority having jurisdiction over the Purchased Assets and other representatives, books and records (e) otherwise reasonably cooperate in the examination or audit of the Company and its SubsidiariesBusiness by Buyer; provided, however, that Buyer's (i) any such inspection of Sellers' properties shall not, without be -------- -------- conducted in such a manner as to not interfere unreasonably with the consent operation of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwaterPurchased Assets, (ii) neither the Seller nor the Company shall furnish be required to Buyer and its Representatives such financialtake any action that would constitute a waiver of the attorney- client privilege, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct neither the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of Seller nor the Company need supply the Buyer with any information that the Seller is legally prohibited from supplying and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders (iv) with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyercustomer data, at Buyer's request, in any such negotiations. It is acknowledged employees may only review customer data information at the premises of the Business and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers representatives of Seller and Buyer shall not make copies of such information. Without Seller's prior written consent, Buyer shall not be entitled or its Representatives. All inspections permitted (i) to perform or cause to be performed any invasive actions or any drilling, or (ii) to initiate any inquiry or request (including any inquiry or request relating to any zoning variance, zoning change or conditional use permit) directed at any governmental official with respect to the Real Property; provided, however, that nothing in this clause shall be conducted so as not deemed to interfere unreasonably with prevent Buyer from inspecting or reviewing any or all records of any federal, state, or local governmental authority. Buyer shall immediately repair any and all damage resulting from the use acts or omissions of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and or Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officersagents, employees, books and records of Sellers pertaining contractors, representatives or subcontractors relating to the Businesswhole or any part of the Real Property. Buyer shall indemnify, defend and Sellers shall cause their Representatives to furnish to hold Seller harmless from and against any and all claims and liens arising out of the respective activities of Buyer such financial, technical, operating and other information pertaining its authorized representatives in and about the Real Property prior to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each Closing or earlier termination of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purposethis Agreement. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. The Company will, and will cause each of the other Hasbro Companies to, (a) Subject permit the Agent, by its representatives and agents, to applicable Lawinspect any of the properties, from including, without limitation, corporate books, computer files and tapes and financial records of each of the date hereof until Hasbro Companies, to examine and make copies of the Closing Datebooks of accounts and other financial records of each of the Hasbro Companies at such reasonable times and intervals as the Agent may determine, Sellers and (ib) shall give Buyer permit each of the Banks to discuss the affairs, finances and its Representatives reasonable access during normal business hours accounts of each of the Hasbro Companies with, and to be advised as to the officessame by, properties, officers, employees, accountants, auditors, counsel their respective officers at such reasonable times and other representatives, books intervals as the Banks may designate. The Banks and records of the Agent agree that they will treat in confidence all financial information with respect to the Company and its Subsidiaries; providedSubsidiaries and all information obtained during such inspection or discussion or pursuant to 9.5 which has not become public without violation hereof, however, that Buyer's inspection of Sellers' properties shall and will not, without the consent of the Company, which consent disclose such information to any third party or any trust or investment employee or trust or investment officer of any Bank, and, if any representative or agent of the Banks or the Agent shall not be unreasonably withheld or delayed, include the environmental sampling an employee of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation one of the business Banks or the Agent or any affiliate of the Company and its Subsidiaries. All Banks or the Agent, such information designee shall be provided subject reputable and of recognized standing and shall agree in writing to treat in confidence the provisions of the Confidentiality Agreement. In additioninformation obtained during any such inspection and, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect disclose such information to any Acquired Assets third party or Assumed Liabilitiesmake use of such information for personal gain. The Notwithstanding the foregoing, the Company hereby authorizes the Agent and each of the Banks to disclose information obtained pursuant to this Agreement to banks or other financial institutions who are participants or potential participants in or assignees of the Loans made or to be made hereunder (provided, that prior to any such disclosure to any such participant, potential participant or assignee, such Person shall have agreed to be bound by the right to participate in such negotiations provisions of this 9.10 and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study 22 pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted a confidentiality agreement substantially in the presence form of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From Exhibit I hereto and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access provided to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall), and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be where required by applicable law or required or requested by Sellers for such purposesgovernmental or regulatory authorities.

Access. (a) Subject to To the extent permitted by applicable Law, from between the date hereof until of this Agreement and the Closing Date, Sellers Seller will, during ordinary business hours and upon reasonable notice, (i) shall give Buyer and its Buyer’s Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel Purchased Assets; (ii) permit Buyer to make such reasonable inspections thereof as Buyer may reasonably request; (iii) furnish Buyer with such financial and operating data and other representativesinformation with respect to the Business as Buyer may from time to time reasonably request; and (iv) furnish Buyer with a copy of each material report, books and records of schedule, or other document principally relating to the Company and its SubsidiariesBusiness filed or submitted by Seller with, or received by Seller from, any Governmental Entity; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (iii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall will be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so such a manner as not to interfere unreasonably with the use operation of the Acquired Real Property Business or any other Person; (ii) Seller shall not be required to take any action which would constitute or result in a waiver of the attorney-client privilege; and (iii) Seller shall not be required to supply Buyer with any information which Seller is under a legal obligation not to supply. Buyer will indemnify and hold harmless Seller from and against any Losses incurred by SellersSeller, its Affiliates or their Representatives by any action of Buyer or Buyer’s representatives while present on any of the Purchased Assets or other premises to which Buyer is granted access hereunder (including restoring any such premises to the condition substantially equivalent to the condition such premises were in prior to any such investigation). Notwithstanding anything in this Section 7.2 to the contrary, (i) Buyer will not have access to personnel and medical records if such access could, in Seller’s good faith judgment, subject Seller to risk of liability or otherwise violate the Health Insurance Portability and Accountability Act of 1996 and (ii) any investigation of environmental matters by or on behalf of Buyer will be limited to visual inspections and site visits commonly included in the scope of “Phase 1” level environmental inspections, and Buyer will not have the right to perform or conduct any other sampling or testing at, in, on, or underneath any of the Purchased Assets. (b) From and For a period of three (3) years after the Closing Date, Sellers shall give Buyer each Party and Buyer's Representatives its representatives will have reasonable access during normal business hours to all of the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining relating to the Business or the Purchased Assets; (ii) undertaking, with including all Transferred Employee Records, in the consent possession of the Companyother Party, which consent shall not be unreasonably withheld or delayed, any study and to the employees of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities andother Party, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as access may reasonably be requested required by Sellers such Party in connection with the Assumed Obligations or the Excluded Liabilities, or other matters relating to or affected by the operation of the Business and the Purchased Assets. Such access will be afforded by the applicable Party upon receipt of reasonable advance notice and during normal business hours, and will be conducted in such a manner as not to interfere unreasonably with the operation of the business of any Party or its respective Affiliates. The Party exercising the right of access hereunder will be solely responsible for any costs or expenses incurred by either Party in connection therewith. If the Party in possession of such purposesbooks and records desires to dispose of any such books and records prior to the expiration of such seven-year period, such Party will, prior to such disposition, give the other Party a reasonable opportunity at such other Party’s expense to segregate and take possession of such books and records as such other Party may select.

Access. (a) Subject From and after the Closing, Buyer agrees to applicable Law, from the date hereof until the Closing Date, Sellers (i) shall give Buyer cooperate with and to grant to each Seller Party and its Representatives reasonable access during normal business hours to the offices, properties, Affiliates and their respective officers, employees, attorneys, accountants, auditorsrepresentatives and agents, counsel and other representativesduring normal business hours, books reasonable access to the information and records relating to the Transferred Assets received by Buyer in connection with the transactions contemplated by this Agreement and to permit copying of documents and records for the Company purposes of (i) any financial reporting or Tax matters (including without limitation any financial and its SubsidiariesTax audits, Tax contests, Tax examination, preparation for any Returns or financial records); provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and any regulatory reporting matters; (iii) any investigation being conducted by any Governmental Body involving the Transferred Assets; (iv) any claims or litigation (other than between the Parties) involving the Transferred Assets; or (v) any similar or related matter. Each Seller Party shall instruct the Company's use commercially reasonable efforts to ensure that its access to and its Subsidiaries' employees, counsel requests for records and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study documents pursuant to this Section 7.4(b)(ii9.6 (Access) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be are conducted so as not to interfere unreasonably with the use normal and ordinary operation of the Acquired Real Property by SellersBuyer’s business. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. (b) From Buyer agrees to retain or cause to be retained all books and records pertinent to the Transferred Assets and the Licensed Know-How for at least [***] after the Closing Date, Sellers shall give . If Buyer and Buyer's Representatives reasonable access during normal business hours desires to dispose of any of the Transferred Records prior to the officesexpiration of such [***] period, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, prior to such disposition, give Seller Parties a reasonable opportunity, at Seller Parties’ expense, to separate and remove such Transferred Records as Seller Parties shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesselect.

Access. (a) Subject to applicable Law, from during the date hereof until the Closing DateInterim Period, Sellers Sellers (ia) shall give Buyer and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, data (including TMW, TMT, PeopleNet and Omnitracs data), books and records of Sellers to the Company and its Subsidiaries; providedextent relating to the Business, however, that Buyer's inspection of Sellers' properties shall not, without as Buyer reasonably deems necessary in connection with effectuating the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwatertransactions contemplated by this Agreement, (iib) shall furnish to Buyer and its Representatives such financial, operating and property related data to the extent relating to the Business and other information as such persons Buyer and its Representatives reasonably request, request and (iiic) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiationsBusiness. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller Sellers hereunder. Buyer agrees that any on-site inspections of any of Acquired Real PropertyAssets, including any inspection or study of the Owned Real Property and Leased Real Property that will be leased by Buyer pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii)the Facility Leases, shall be conducted in the presence of Sellers or its their Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of any of the Acquired Owned Real Property or Leased Real Property by Sellers. (b) From and after . Notwithstanding the Closing Dateforegoing, Sellers Buyer shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of not (i) enabling an independent accounting firm selected have, by Buyer to conduct an audit virtue of the Businessthis Section 6.2, including any additional access or investigation right to the Company's independent auditors' working papers pertaining extent it relates to the Business negotiation of this Agreement or the Assets; Transactions or (ii) undertakingconduct or cause to be conducted any sampling, with the consent testing, or subsurface or otherwise invasive investigation of the Companyair, which consent shall not be unreasonably withheld soil, surface water, groundwater, building materials or delayedother environmental media (commonly known as a Phase II environmental assessment) at any property of Sellers, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purposeLeased Real Property. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.