Common use of Access Clause in Contracts

Access. During the Pre-Closing Period and subject to applicable Law and Section 5.11(b), Seller shall, and shall cause the Sold Companies to, afford to Buyer and its authorized Representatives, reasonable access during normal business hours and upon prior reasonable written notice to Seller, to the officers, properties, books and records of the 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 Representatives 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 reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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 consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of Seller.

Access. During the Pre-Closing Period and subject to applicable Law and Section 5.11(b)Period, Seller the Company shall, and shall cause the Sold Companies its Subsidiaries and their respective officers, directors, employees and other Representatives to, afford upon Parent’s reasonable advance notice to Buyer the Company, provide the officers, employees, agents and its authorized Representatives, other Representatives of Parent and Merger Sub reasonable access during normal business hours and upon prior reasonable written notice to Sellerhours, to the officers, employees, Representatives, properties, books facilities, books, records, contracts and records other assets of the Sold Companies Company and its Subsidiaries as Buyer Parent shall reasonably requests in connection with its efforts to consummate the transactions contemplated by this Agreement; provided, that request so long as such access does not unreasonably interfere with the normal conduct of the business operations of Seller or the Sold Companies. In connection with any such access, Buyer Company and its Representatives shall cooperate with Seller and the Sold Companies Subsidiaries, and shall use their commercially reasonable efforts to minimize any disruption to furnish Parent and Merger Sub with such other data and information as Parent and Merger Sub shall reasonably request that is in the business. Notwithstanding anything to possession and custody or control of the contrary in this Agreement, Seller Company 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 its Subsidiaries or any of the Sold Companies is boundtheir respective Representatives; provided, however, that Seller nothing in this Section 5.5(a) will require the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (y) violate any binding confidentiality obligation of the Company and its Subsidiaries to a third party if the Company shall and shall cause the Sold Companies to, take have used commercially reasonable efforts to obtain the required consent or waiver of such third party, or (z) result in a waiver of any such confidentiality obligations upon Buyer’s reasonable prior written request attorney-client privilege, work product doctrine or similar privilege, so long as, in the case of clauses (it being understood that such y) and (z), the Company shall have used commercially reasonable efforts shall to make appropriate substitute arrangements to permit reasonable disclosure as promptly as reasonably practicable that does not require suffer from any of Seller the foregoing impediments or (ii) require the Sold Companies Company or any of the Company’s Subsidiaries to pay disclose any consideration to any third party information concerning a Takeover Proposal or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, Takeover Inquiry except as otherwise expressly provided required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any such information in Section 5.6, during the Pre-Closing Period, (i) Buyer and its Representatives shall not contact or communicate confidence in accordance 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 consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of SellerConfidentiality Agreement.

Access. During Between the Pre-date of this Agreement and the Closing Period and subject to applicable Law and Section 5.11(b)Date, Seller shall, and shall cause the Sold Companies its Subsidiaries, including each Company and each Company Subsidiary and each of their respective Representatives, to, (i) afford to Buyer and its authorized Representatives, reasonable access during normal business hours and upon prior reasonable written notice to Seller, to the officers, properties, books and records of the 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 Representatives reasonable access, at all reasonable times during normal business hours, to each Company and each Company Subsidiary's personnel, premises, properties, Contracts, books and records, and other documents and data, (ii) furnish Buyer and its Representatives with copies of all such Contracts, books and records, and other documents and data as have not previously been furnished to Buyer and as Buyer may reasonably request, (iii) furnish Buyer and its Representatives 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' independent certified public accountants to permit Buyer and its independent actuaries, auditors, tax consultants and certified public accountants to examine all accounting records and working papers pertaining to the Financial Statements and Statutory Statements. No investigation pursuant to this Section 5.3 shall cooperate affect or be deemed to modify any representation or warranty made by Seller. Any investigation pursuant to this Section 5.3 shall be conducted in such manner as not to interfere unreasonably with Seller the conduct of the business of Seller, the Companies or the Company Subsidiaries. Notwithstanding the foregoing, Buyer shall not have access to personnel records of the Companies and the Sold Companies and shall use their commercially reasonable efforts Company Subsidiaries relating to minimize medical histories or other information the disclosure of which would subject Seller, any disruption Company or any Company Subsidiary to the businessliability. Notwithstanding anything to the contrary in this Agreement, Seller and the Sold Companies The foregoing shall not be required require Seller or any Company to permit any inspection, or to disclose any information information, that in the reasonable judgment of Seller would reasonably be expected to Buyer result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality 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 such Company, as the Sold Companies is bound; providedcase may be, however, that Seller shall and shall cause the Sold Companies to, take commercially have used reasonable efforts to obtain a waiver the consent of any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that third party to such commercially reasonable efforts inspection or disclosure. All requests for information made pursuant to this Section 5.3 shall not require any be directed to an executive officer of Seller or the Sold Companies to pay any consideration to any third party Company or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except such other Persons as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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 consent not to may be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of designated by Seller.

Access. (a) During the Pre-period from the date of this Agreement to the Closing Period and subject or the prior termination of this Agreement pursuant to applicable Law and Section 5.11(b)8.1, Seller shall, and shall cause the Sold Companies to, afford to Buyer and its 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 reasonable written notice to Seller, to the officersfacilities, properties, personnel, books and records (including, without limitation, Tax records) of the 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 Representatives 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 AgreementNOARK Group, Seller and its Affiliates for 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 purpose of the Sold Companies is boundconducting an investigation of their financial condition, status, Business, employment matters, properties and assets; 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 reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) Buyer and its the Buyer Representatives shall will not contact request information, or communicate with the employeesotherwise contact, customersany officer, suppliersdirector or employee of Seller, independent contractorsor Seller’s Affiliates, landlords, lessors, banks and or other business relations of any member of the Sold Companies in connection with, or relating in NOARK Group without arranging such contact with any way to, of the transactions contemplated hereby, without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayedindividuals listed on Schedule 1.1(C), and (ii) such investigation shall 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 perform, whether itself or through any third parties, any invasive soil or subsurface investigations groundwater tests, or any other invasive environmental assessments in respect to any member of the properties or facilities of the Sold Companies NOARK Group and their respective assets without the prior written 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 the Buyer Representatives at all reasonable times during normal business hours and upon reasonable prior notice for such purposes. Seller shall have the right to have a Seller Representative present at all times during any such inspections, interviews and examinations. Additionally, Buyer shall, and shall cause 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 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 suffer or incur, or that may be 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 Person, destroy any and all confidential information relating to the NOARK Group previously furnished to such Person.

Access. During the Pre-Closing Period and subject to applicable Law and Section 5.11(b), Seller shall, and shall cause the Sold Companies to, afford to Buyer and its authorized Representatives, Upon reasonable access during normal business hours and upon prior reasonable written notice to Seller, Purchaser and its agents, employees, consultants, lenders and representatives shall have reasonable access to the officers, properties, Property and all books and records for the Property that are in Seller’s possession or control for the purpose of the Sold Companies as Buyer conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and tests, and any other inspections, studies, or tests reasonably requests in connection with its efforts to consummate the transactions contemplated required 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 Representatives 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 boundPurchaser; provided, however, that Seller shall and shall cause the Sold Companies to, take commercially reasonable efforts to obtain a waiver of Purchaser may not conduct any such confidentiality obligations upon Buyerinvasive testing without Seller’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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 which consent shall not to be unreasonably withheld) and Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, conditioned studies or delayedinspections that may disturb the Property in a material respect or interfere with the use of the 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 Purchaser. During the pendency of this Agreement, Purchaser and its 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 and other materials relating to the Property 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 Seller consents to such inquiries. Purchaser hereby indemnifies, protects, defends (with counsel reasonably acceptable to Seller) and holds Seller and the 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 expenses of any kind or nature whatsoever (“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 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 existing condition, and (iib) Buyer exacerbate such existing conditions. The foregoing indemnity obligations shall have no right to perform invasive or subsurface investigations survive the termination of this Agreement and the properties or facilities of the Sold Companies without the prior written consent of SellerClosing.

Access. During From the Pre-Closing Period and subject to applicable Law and Section 5.11(b)date hereof through the Closing, Seller shall, and shall cause the Sold Companies to, afford to Buyer and its authorized RepresentativesRepresentatives reasonable access, reasonable access during normal business hours and upon prior reasonable written notice in such manner as not to Sellerunreasonably interfere with normal operation of the business, to the officers, properties, books books, contracts, records and records appropriate officers and employees of the Sold Companies (and of Seller to the extent related to the business of the Companies), and shall furnish such authorized Representatives with all financial and operating data and other information concerning the affairs of each Company (and of Seller to the extent related to the business of the Companies) as Buyer and such Representatives may reasonably requests request. Seller shall have the right to have a Representative present at all times during any such inspections, interviews, and examinations. Additionally, Buyer shall hold in confidence all such information on the terms and subject to 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, information relating to (a) bids received from others in connection with its efforts to consummate the transactions contemplated by this AgreementAgreement and information and analysis (including financial analysis) relating to such bids; provided(b) any information the disclosure of which Seller has reasonably concluded after consultation with counsel would jeopardize any privilege available to a Company, that such access does not interfere with the normal business operations of Seller or any Seller Affiliate relating to such information or would cause a Company, Seller or any Seller Affiliate to breach a confidentiality obligation; or (c) any information the Sold Companiesdisclosure of which would result in a violation of Law. In connection with any such access, Buyer and Seller shall cooperate to ensure that the provision of access hereunder to Buyer and its authorized Representatives 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 comply 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 reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) Buyer and its Representatives shall not contact or communicate all respects with the employeesFederal Energy Regulatory Commission’s Standards of Conduct for Transmission Providers set forth in 18 C.F.R. Part 37, 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 consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of Selleret al.

Access. During From and after the Pre-Closing Period and subject to applicable Law and Section 5.11(b)Transfer Date for a period of three (3) years, Seller shall, and Buyer shall cause to be afforded to representatives of Sellers and the Sold Companies to, afford to Buyer and its authorized Representatives, Heritage Subsidiaries reasonable access during normal business hours and upon prior reasonable written notice to Seller, to the officers, propertiesoffices, books and records records, contracts and reports of the Sold Companies as Buyer reasonably requests in connection with its efforts Stations which relate to consummate the transactions contemplated by this Agreement; provided, that such access does not interfere with the normal business operations of Seller the Stations during the period during which the Stations were owned by the Sellers or the Sold Companies. In connection with any such accessHeritage Subsidiaries, Buyer and its Representatives as Sellers or the Heritage Subsidiaries shall cooperate with Seller and the Sold Companies and shall use their commercially reasonable efforts from time 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 time reasonably likely to jeopardize any attorney-client privilege or conflict with any confidentiality obligations to which Seller or any of the Sold Companies is boundrequest; provided, however, that Seller (a) such investigation shall only be upon reasonable notice and shall cause not unreasonably disrupt the Sold Companies topersonnel or operations of Buyer or the Stations, take commercially reasonable efforts and (b) under no circumstances shall Buyer be required to obtain a waiver provide access to any Seller, any Heritage Subsidiary or any representatives of any Seller or any Heritage Subsidiary (i) any information or materials subject to confidentiality agreements with third parties required to be kept confidential by applicable Laws, or (ii) any privileged attorney-client communications or attorney work product. All requests for access to the offices, books and records, contracts and reports of the Stations shall be made to such representatives as Buyer shall designate in writing, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. Buyer agrees not to dispose of any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any books and records, contracts and reports of Seller the Stations which relate to the operations of the Stations during the period during which the Stations were owned by Sellers or the Sold Companies Heritage Subsidiaries without consulting with Sellers prior to pay disposal thereof and taking any consideration reasonable action requested by Sellers with respect to any third party or amend or modify any Contract). Notwithstanding anything retention and transfer to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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 consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of SellerSellers thereof.

Access. During Prior to the Pre-Closing Period and subject to applicable Law and Section 5.11(b)Date, Seller shallshall (1) give Buyer and its accounting, legal, business, environmental, engineering, intellectual property and shall cause other authorized representatives and advisors full access, during normal business hours, to all plants, offices, warehouses and other facilities and properties of Seller relating to the Sold Companies toProducts, afford to the Assets and the Business, (2) furnish Buyer and its authorized Representativesrepresentatives and advisors with all documents and information relating to the Products, reasonable access during normal business hours the Assets and upon the Business as may be reasonably requested by Buyer and its authorized representatives and advisors, (3) permit Buyer and its authorized representatives and advisors to review all books, records and Contracts relating to the Products, the Assets and the Business as may be reasonably requested by Buyer and its authorized representatives and advisors, and make copies thereof, (4) make available Seller’s employees and advisors, including those responsible for the management of the Business, and cause Seller’s employees and advisors to furnish Buyer and its authorized representatives and advisors with data and other information with respect to the Products, the Assets and the Business as may be reasonably requested by Buyer and its authorized representatives and advisors, and discuss with Buyer and its authorized representatives and advisors the affairs of the Business, (5) subject to prior reasonable written notice to Seller, facilitate, and accompany Buyer and its authorized representatives and advisors on, visits only to the officers, properties, books and records four largest customers of the Sold Companies Business for the purpose of assisting Buyer in determining whether it will be able or given the opportunity to conduct the Business after the Closing with respect to such customers in the manner heretofore conducted by Seller or otherwise to qualify itself or its products or facilities for the purpose of so conducting the Business, and (6) fully cooperate with Buyer and its authorized representatives and advisors in their investigation and examination of the Products, the Assets and the affairs of the Business, in all of the foregoing instances, except as Buyer reasonably requests in connection with its efforts to consummate the transactions contemplated information to be provided by this Agreement; providedSeller at Closing pursuant to Section 5.28. No investigation, that such access does not interfere with the normal business operations or receipt of information provided by or on behalf of Seller or the Sold Companies. In connection with any such accessreview thereof by Buyer or its representatives or advisors shall diminish or obviate, Buyer and its Representatives 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 relieve Seller or ▇▇▇▇▇▇ from, or affect Buyer’s ability or right to rely on, any of the Sold Companies is bound; providedrepresentations, howeverwarranties, that Seller shall covenants and shall cause the Sold Companies to, take commercially reasonable efforts to obtain a waiver of any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any agreements of Seller or ▇▇▇▇▇▇ contained in this Agreement and the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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 consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of SellerTransaction Documents.

Access. During From June 8, 2011 through the Pre-Closing Period and subject to applicable Law and Section 5.11(b)Closing, Seller shall, and shall cause the Sold Companies to, afford to Buyer and its authorized RepresentativesRepresentatives (i) reasonable access, reasonable access during normal business hours and upon prior reasonable written notice in such manner as not to Sellerunreasonably interfere with normal operation of the Company’s business, to the officers, properties, books books, contracts, and records of Seller and the Sold Companies Company and to the appropriate officers and employees of Affiliates of Seller and the Company and shall furnish such authorized Representatives with all financial and operating data and other information concerning the affairs of Seller and the Company as Buyer and such Representatives may reasonably requests request and (ii) such access as is contemplated by the Interim Operations Plan. Seller shall have the right to have a Representative present at all times during any such inspections, interviews, and examinations. Additionally, Buyer shall hold in confidence all such information on the terms and subject to 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, information relating to: (i) bids received from others in connection with its efforts to consummate the transactions contemplated by this AgreementAgreement (or similar transactions) and information and analyses (including financial analyses) relating to such bids; provided, that such access does not interfere with (ii) any information the normal business operations disclosure of which would jeopardize any privilege available to Seller or the Sold Companies. In connection with any Company relating to such access, Buyer and its Representatives 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 or 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 reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies Company to pay breach a confidentiality obligation; or (iii) any consideration to any third party or amend or modify any Contract)information the disclosure of which would result in a violation of Law. Notwithstanding anything to the contrary contained hereinFurther, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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 consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform or conduct any environmental sampling or other invasive environmental investigation on or subsurface investigations about any of the properties or facilities of the Sold Companies Assets without the prior written consent of Seller. All requests for information made under this Section 6.3(a) shall be directed to the Person designated by Seller in a Notice delivered to Buyer, and all such information provided shall be subject to the Confidentiality Agreement.

Access. During From the Pre-date of this Agreement through the Closing Period Date, the Sellers and subject to applicable Law Company shall allow Purchaser’s representatives, attorneys and Section 5.11(b), Seller shall, and shall cause the Sold Companies to, afford to Buyer and its authorized Representatives, accountants reasonable access during normal business hours and upon prior reasonable written notice to Sellerthe records and files, to the officers, properties, books audits and records properties of the Sold Companies Company Representors as Buyer reasonably requests in connection with its efforts well as all information relating to consummate taxes, commitments, contracts, titles and financial condition of, or otherwise pertaining to, the transactions contemplated by this Agreement; providedbusiness and affairs of the Company Representors. From the date hereof, that such access does not interfere with the normal business operations of Seller or the Sold Companies. In connection with any such access, Buyer Sellers and its Representatives shall cooperate with Seller and the Sold Companies and shall Company will use their commercially reasonable efforts to minimize any disruption cause accountants of Company Representors to cooperate with Purchaser and its accountants in making available all financial information concerning the business. Notwithstanding anything Company Representors as is requested, and Purchaser and its accountants shall have the right to the contrary in this Agreement, Seller and the Sold Companies shall not be required examine all working papers pertaining 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 examinations of the Sold Companies is bound; Company Representors, or preparation of its reports, by its accountants, provided, however, that Seller in no event shall and shall cause the Sold Companies to, take commercially reasonable efforts to obtain a waiver of any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration Purchaser have access to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, information that (i) Buyer and its Representatives shall not contact based on advice of Sellers’ counsel, would create any potential Liability under applicable Laws 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 consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations in the reasonable judgment of the properties Seller, would (A) result in the disclosure of any trade secrets of third parties or facilities (B) violate any obligation of Company Representors or Seller Representors with respect to confidentiality; provided, further, that in connection with (ii) above, if such information in question is set forth in a Material Contract, the Company Representor shall provide Purchaser with a summary of the Sold Companies without material terms of such Material Contract, together with such additional information reasonably requested by Parent to satisfy its due diligence investigations, but in recognition of the prior written consent confidential nature of Sellersuch agreement. All requests for information made pursuant to this Section 8.2 shall be directed to Xueshi Yang or such Person or Persons as may be designated by the Sellers’ Representative. All information received pursuant to this Section 8.2 shall be governed by Section 15.17 and the Non-Disclosure Agreement.

Access. (a) During the Preperiod from the date hereof and continuing until the earlier of the termination of this Agreement or the Closing Date, the Acquired Companies will permit (or, with respect to non-Closing Period controlled Acquired Subsidiaries, the Company will use commercially reasonable efforts to cause such Acquired Subsidiaries to permit) representatives of Buyer (including legal counsel and subject accountants) to applicable Law and Section 5.11(b)have, Seller shall, and shall cause the Sold Companies to, afford to Buyer and its authorized Representativesupon reasonable prior written notice, reasonable access during normal business hours and upon prior under reasonable written notice circumstances, and in a manner so as not to Seller, to the officers, properties, books and records of the 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 the Acquired Companies and so as to comply with any then-applicable COVID-19 Measures, to the premises, personnel, books, records (including Tax Returns (but excluding income Tax Returns of any federal 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 Sold portions of such Tax Returns and correspondence with accountants that specifically relate to the Acquired Companies)), Material Contracts, and documents of or pertaining to the Acquired Companies. In connection with any such access, Buyer and its Affiliates and Representatives shall cooperate be permitted to perform environmental sampling, including sampling of soil, groundwater, surface water, building materials, or air or wastewater emissions, with Seller the prior written consent of the Sellers’ Representative (which consent may not be unreasonably withheld, delayed or conditioned). Neither Buyer, the SPAC nor any of their respective Representatives will contact any employee, customer, supplier or landlord of any Acquired Company without the prior written consent of such Acquired Company, and such Acquired Company shall have the Sold Companies and shall use their commercially reasonable efforts right to minimize have a Representative participate in any disruption to the businesssuch discussion. Notwithstanding anything to the contrary in this AgreementSection 6.4(a), Seller the Acquired Companies and the Sold Companies shall Sellers will not be required to disclose any provide information that (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 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; providedfact that such documents or information are being withheld, however, that Seller thereafter shall and shall cause the Sold Companies to, take commercially use its reasonable best efforts to obtain a waiver of such obligation from the third parties, and, until such waiver is obtained provide such documents and information to the fullest extent permissible without violating such obligations, (iii) relates to the sale process of the Acquired Companies, bids received from other Persons in connection with the transactions contemplated by this 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 such confidentiality obligations termination of this Agreement in accordance with the terms of the Confidentiality Agreement. (b) During the period from the date hereof and continuing until the earlier of the termination of this Agreement or the Closing Date, SPAC will permit representatives of the Sellers and the Company (including legal counsel and accountants) to have, upon Buyer’s reasonable prior written request (it being understood that such commercially notice, reasonable efforts shall access during normal business hours and under reasonable circumstances, and in a manner so as not require 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 premises, personnel, books, records, contracts, and documents of Seller or the Sold Companies pertaining to pay any consideration to any third party or amend or modify any Contract)SPAC, Buyer and Merger Sub. Notwithstanding anything to the contrary contained hereinin this Section 6.4(b), except as otherwise expressly provided in Section 5.6SPAC, during the Pre-Closing Period, Buyer and Merger Sub will not be required to provide information that (i) Buyer and its Representatives shall not contact or communicate with the employeeswould violate applicable Law, 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 consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer would violate confidentiality obligations that SPAC, Buyer, or Merger Sub have to third parties; provided that SPAC shall have no right give notice to perform invasive or subsurface investigations the Sellers’ Representative of the properties fact that such documents or facilities information are being withheld and thereafter shall use its commercially reasonable efforts to cause such documents or information, as applicable, to be made available in a manner that would not cause such a violation, or (iii) constitutes information protected by the attorney/client and/or attorney work product privilege. The Company will comply with, and will cause its Representatives to comply with, all of its obligations under the Confidentiality Agreement with respect to the terms and conditions of this Agreement and the Transaction and the information disclosed by SPAC, Buyer, and 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 this Agreement in accordance with the terms of the Sold Companies without the prior written consent of SellerConfidentiality Agreement.

Access. During the Pre-Closing Period and subject to applicable Law and Section 5.11(b)Upon reasonable prior notice, Seller shallshall provide Purchaser and its agents, servants, employees and assigns reasonable access, during Seller’s normal business hours, to all documentation, agreements, books, records, and shall cause other information in the Sold Companies possession of Seller pertaining to the ownership, use, rental or operations of the Property, including but not limited to, afford financial records, tax assessments, bills and leases, and Purchaser shall have the right to Buyer make copies of such non-confidential documents as Purchaser shall reasonably specify at Purchaser’s sole expense. Furthermore, Seller hereby grants to Purchaser and its authorized Representativesagents, servants, employees, assigns and independent contractors reasonable access to enter upon the Property, upon forty-eight (48) hours advance notice and at reasonable times during Seller’s normal business hours and upon prior reasonable written notice to Sellerhours, to for the officers, properties, books and records purpose of inspecting the condition of the Sold Companies as Buyer reasonably requests in connection with its efforts to consummate Property, surveying the transactions contemplated by Property and undertaking any physical inspections that Purchaser deems appropriate under 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 Representatives 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 such inspections shall be coordinated with Seller and Purchaser shall minimize any disruptions to the operation of the Property and the occupancy of the Property by tenants. Purchaser shall be responsible for all costs incurred by Purchaser in connection with its inspections and evaluation of the Property, shall repair any damage caused by Purchaser and its agents and shall cause indemnify and hold Seller harmless from and against any and all claims, demands, actions, losses, costs, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) incurred or sustained by Seller by reason of or arising from the Sold Companies toexercise by Purchaser of the rights and privileges granted in this Paragraph 6, take commercially reasonable efforts to obtain a waiver of any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything but only to the contrary contained herein, except extent incurred or sustained as otherwise a result of damage to the Property and injury to persons. The foregoing indemnity obligations shall expressly provided in Section 5.6, during the Pre-survive Closing Period, (i) Buyer and its Representatives shall not contact or communicate with the employees, customers, suppliers, independent contractors, landlords, lessors, banks and or other business relations any termination 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 consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of Sellerthis Agreement.

Access. During On and after the Pre-Closing Period Date, the Purchaser will cause the Companies to afford promptly to the Seller and subject its agents reasonable access to applicable Law each of their respective properties, books, records, employees and Section 5.11(b)auditors to the extent necessary to permit the Seller to determine any matter relating to its rights and obligations hereunder or to any period ending on or before the Closing Date; provided, however, that any such access by the Seller shallshall not unreasonably interfere with the conduct of the business of the Purchaser. The Purchaser shall promptly provide the Seller with copies of any environmental assessments or audits of any of the properties of the Seller conducted by the Purchaser or its representatives. The Purchaser will hold, and shall will use its reasonable best efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by Requirements of Law, all confidential documents and information concerning the Sold Seller or the Companies provided to it pursuant to this Section 6.2. The Purchaser agrees that it is not authorized to and will not (and will not permit any of its officers, directors or Affiliates to) contact any director, afford employee, supplier, customer or other material business relation of the Seller or the Companies prior to Buyer and its authorized Representativesthe Closing without the prior written consent of the Seller except for contacts in the ordinary course of the Purchaser’s business that do not make inquiry or disclosure respecting the Companies, reasonable access during normal business hours and upon prior reasonable written notice to the Seller, to the officers, properties, books and records of the 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 the Purchaser’s contact or interaction with the normal business operations of Seller Companies or the Sold Companies. In connection with any such accessSeller, Buyer and its Representatives 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 existence of 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 Agreement or any of other interaction involving 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 reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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 consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of Seller.

Access. During Subject to the Pre-Closing Period cooperation of the Trustee and subject the Heritage Subsidiaries, cause to applicable Law and Section 5.11(b), Seller shall, and shall cause the Sold Companies to, afford be afforded to representatives of Buyer and its authorized Representatives, reasonable access during normal business hours and upon prior reasonable written notice to Seller, to the officersoffices, properties, assets, books and records records, contracts and reports of the Sold Companies Stations, as Buyer shall from time to time 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 Representatives 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 boundrequest; provided, however, that Seller (a) such investigation shall only be upon reasonable notice and shall cause not unreasonably disrupt the Sold Companies to, take commercially reasonable efforts to obtain a waiver personnel or operations of any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller Party or the Sold Companies Stations, and (b) under no circumstances shall any Seller Party be required to pay provide access to Buyer or any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, representative of Buyer (i) any information or materials subject to confidentiality agreements with third parties required to be kept confidential by applicable Laws, or (ii) any privileged attorney-client communications or attorney work product. All requests for access to the offices, properties, assets, books and records, contracts and reports of the Stations shall be made to such representatives as Sellers shall 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 representatives shall not contact or communicate with any of the employees, customers, suppliers, independent contractorspartners, landlords, lessors, banks and or other business relations associates or Affiliates of any Seller Party or the Sold Companies Stations, in connection with, or relating in any way to, 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 and in accordance with the terms of this Section 6.2.7, each Seller shall, and shall use its commercially reasonable efforts to enforce such rights under the Heritage Agreement to cause each other Seller Party to, cooperate in all reasonable respects with Buyer's request to conduct an audit of any financial information of the Stations as Buyer may reasonably determine is necessary to satisfy any public company reporting requirements pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 including, without limitation, (a) using commercially reasonable efforts to obtain the consent of Seller (auditors to permit Buyer, any Affiliate of Buyer and their respective auditors to have access to such consent not to be unreasonably withheld, conditioned or delayed)auditors' work papers, and (iib) Buyer consenting to such access by Buyer. Under no circumstance shall have no right the preparation of any financial statements pursuant to perform invasive such audit: (a) require any Seller Party to change or subsurface investigations modify any accounting policy, (b) cause any unreasonable disruption in the business or operations of any Station, or (c) cause any delay that is more than de minimis in any internal reporting requirements of any Seller Party. All costs and expenses incurred in connection with the properties or facilities preparation of the Sold Companies without the prior written consent (and assimilation of Sellerrelevant information for) any such financial statements shall be paid by Buyer.

Access. During (a) Each Seller shall permit the Pre-Closing Period and subject representatives of the Buyer listed on Schedule 4.3 to applicable Law and Section 5.11(b)this Agreement to have access (at reasonable times, Seller shall, and shall cause the Sold Companies to, afford to Buyer and its authorized Representatives, on reasonable access during normal business hours and upon prior reasonable written notice and in a manner so as not to Seller, to the officers, properties, books and records of the 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 the Business) to the premises, properties, financial and accounting records, contracts, and other records and documents, of or pertaining to the Sold CompaniesBusiness. In connection with Notwithstanding the foregoing, none of the Sellers shall be obligated (i) to provide any such accessinformation, 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 its Representatives shall cooperate with Seller the Parent (the “Confidentiality Agreement”), for the use 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 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 Buyer if such disclosure provide any information, documents or access that would be reasonably likely (A) violate the provisions of any applicable laws or regulations (including without limitation those relating to jeopardize 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 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 reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract)respect thereto. Notwithstanding anything Prior to the contrary contained hereinClosing, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) Buyer and its Representatives representatives shall not contact or communicate with the employees, customers, suppliers, independent contractors, landlords, lessors, banks customers and suppliers of any Seller or other business relations of the Sold Companies Business Subsidiary in connection with, or relating in any way to, with the transactions contemplated herebyby this Agreement, without except with the prior written consent of the applicable Seller. (b) The Buyer and 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 consent not Seller’s Affiliates to the Buyer pursuant to this Agreement prior to the Closing shall be unreasonably withheldtreated in accordance with the Confidentiality Agreement. If this Agreement is terminated prior to the Closing, conditioned 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 delayed)primarily to the Business, and (ii) Buyer shall have no right to perform invasive or subsurface investigations terminate effective as of the properties Closing, but shall remain in effect insofar as it covers other information disclosed thereunder. (c) Notwithstanding any provision of this Agreement to the contrary, the Buyer and its representatives shall not have any access at any time prior to the Closing to any information regarding pending or facilities proposed bids for new contracts or subcontracts or any related information where the Buyer or an Affiliate of the Sold Companies without the prior written consent of SellerBuyer also has submitted or intends to submit a bid for such contract or subcontract.

Access. During (a) Between the Pre-date of this Agreement and the Closing Period and subject to applicable Law and Section 5.11(b)Date, Seller shall, and shall cause the Sold Companies to, afford to Buyer provide Purchaser and its authorized Representativesrepresentatives access, upon reasonable access notice and during normal business hours and upon prior reasonable written notice to Sellerhours, 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 officersBranch 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, propertiescustomers, books and records 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 Sold Companies as Buyer reasonably requests in connection with its efforts to consummate sole property of Seller. If the transactions contemplated by this Agreement; providedAgreement do not occur, that such access does not interfere with the normal business operations of Seller or the Sold Companies. In connection with any such access, Buyer Purchaser and its Representatives representatives shall cooperate with Seller return to Seller, or destroy, all of Seller's Confidential Information, and the Sold Companies all documents, notes, summaries and other materials that contain, refer to, or are derived from such Confidential Information; Purchaser shall use their commercially reasonable efforts to minimize any disruption certify to the businessreturn 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. Notwithstanding anything 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) in Purchaser's possession prior to its disclosure by Seller, (ii) generally known to the contrary in this Agreementpublic, Seller and the Sold Companies shall not be required (iii) rightfully disclosed 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 Purchaser by a waiver of any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend (iv) disclosed pursuant to a securities filing or modify 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 Contract). Notwithstanding anything statutory waiting period relating thereto, and upon notice to Seller of a proposed Closing Date, Purchaser may communicate with, and deliver information, brochures, bulletins, press releases, and other communications to, depositors, Loan borrowers and other customers of the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, Branch Offices concerning (i) 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 consent not to be unreasonably withheld, conditioned or delayed), by this Agreement and (ii) Buyer shall have no right to perform invasive or subsurface investigations the business and operations of the properties or facilities of the Sold Companies without the Purchaser. The communications described hereinabove must be made with Seller's prior written consent (which consent shall not be unreasonably withheld) and shall be made at Purchaser's sole cost and expense. Seller, if so requested by Purchaser, shall on behalf and at the sole cost and expense of SellerPurchaser, furnish information and communications to depositors, Loan borrowers, and other customers of the Branch Offices in a commercially reasonable manner. (g) 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.

Access. During (a) Prior to the Pre-Closing Period and subject to applicable Law and Section 5.11(b)Closing, Seller shall, and shall cause the Sold Companies to, afford to Buyer permit Purchaser and its authorized Representativesrepresentatives to have reasonable access, reasonable access during normal regular business hours and upon prior reasonable written notice to Selleradvance notice, to the officersbooks, propertiesrecords, books information, facilities and records senior employees of the Sold Acquired Companies and will cooperate with regard to such reasonable due diligence review as Buyer Purchaser may reasonably requests 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 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 Representatives 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 Agreement employees of any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or governmental regulatory agencies governing the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) Buyer and its Representatives shall not contact or communicate with the employees, customers, suppliers, independent contractors, landlords, lessors, banks and or other Acquired Companies' business relations of the Sold Companies in connection with, or relating in any way to, the transactions contemplated hereby, activities without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies 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 law; provided that in any such event Seller shall inform Purchaser that information was withheld from Purchaser, the 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, upon 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). (c) All information provided to Purchaser and its 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 terms of, the Confidentiality Agreement. Purchaser shall, and shall direct its directors, officers, employees, accountants, counsel, consultants, funding sources and other representatives to, comply with the Confidentiality Agreement with respect to Confidential Information.

Access. During Commencing upon the Pre-Closing Period execution of this Agreement by Buyer and subject to applicable Law and Section 5.11(b)Seller, Seller shallshall allow (or cause to be allowed) Buyer or Buyer’s agents, and shall cause employees, contractors, lenders or representatives access to the Sold Companies toProperty for purposes of any non-intrusive physical or environmental test, afford to Buyer and its authorized Representatives, reasonable access during normal business hours and upon prior reasonable written notice to Sellerstudy or inspection of the Property and, to the officersextent copies are not provided to Buyer by Seller pursuant to Section 6.1, properties, review and copying of Seller’s books and records relating to the Membership Interests and the Property and any of the Sold Companies as documents described in Section 6.1 above. Buyer reasonably requests shall also be permitted to review such other matters necessary in connection with its efforts the discretion of Buyer to consummate evaluate and analyze the transactions contemplated by this Agreement; feasibility of the Membership Interests and the Property for Buyer’s intended use thereof (provided, however that Buyer's right to review 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 Representatives 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 other matters shall not be deemed to increase Seller's obligation to provide documents as required to disclose any information to under Section 6.1, Section 21.1 or Section 21.1, or access as required under this Section 6.2). 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 reasonable prior written request (it being understood that such commercially reasonable efforts shall not require conduct or authorize any of Seller physically intrusive testing of, on, or under the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything Property without first obtaining Seller’s consent as to the contrary contained hereintiming and scope of work to be performed, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) Buyer and its Representatives which consent 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 consent not to be unreasonably withheld, conditioned or delayed. Prior to any entry onto the Property for purposes of inspection or testing (as opposed to solely for review of materials provided under Section 6.1 above), Buyer shall provide Seller with evidence that Buyer maintains liability insurance with coverage in an amount not less than $2,000,000 and that each of Seller and Property Owner has been named as an additional insured under such insurance. Seller hereby acknowledges and agrees that Buyer or Buyer’s representatives may communicate with any governmental authority or quasi-governmental authority for the purpose of gathering information in connection with the Membership Interests, the Property or the Seller, or the transaction contemplated by this Agreement. Buyer agrees that, until Closing occurs, all of Seller’s Deliveries will be kept confidential by Buyer and its affiliates except for Permitted Disclosures (as hereinafter defined); provided that Buyer and its affiliates may disclose information from Seller’s Deliveries to their respective employees, agents, representatives, accountants, attorneys, consultants or contractors in connection with its evaluation of the Property and Membership Interest and to any bank or lending institution (or underwriter or servicer therefor) that Buyer requests to provide financing for the Property or the Membership Interests, so long as Buyer informs the person to whom the disclosure is made of the confidential nature of such information and of Buyer's obligations in that respect under this Agreement and directs the person to whom the disclosure is made to treat such information confidentially and not to disclose such information to any person other than as authorized by this Section 6.2. Seller hereby expressly recognizes the need to disclose, and agrees to the disclosure of, certain aspects of this transaction to Buyer's (or Buyer's affiliate's) employees, agents, representatives, accountants, attorneys, consultants or contractors in connection with its evaluation of the Property and Membership Interest and to any bank or other lending institution (or underwriter or servicer therefor) that Buyer requests to provide financing for the Property or the Membership Interests. Buyer is not responsible for the actions of third parties as to the disclosure of confidential information, except with respect to its obligation in this paragraph to inform such persons of the confidentiality of such information. Except as provided in the preceding sentences of this paragraph, the existence and contents of this Agreement and the negotiations of parties with respect to the possible sale and purchase of the Membership Interests shall be kept confidential and shall not be disclosed to any third parties without the consent of both parties hereto, except for any disclosure (i) that may be required by law to be made to any applicable governmental or quasi-governmental authorities or any other person or entity, or (ii) of information otherwise in the public domain (the "Permitted Disclosures"). From and after Closing, either party may issue a press release describing the transaction, provided that neither of Seller or Buyer shall have no right to perform invasive or subsurface investigations may include the identity of the properties or facilities of other party in such press release unless such press release is approved in writing in advance by the Sold Companies without the prior written consent of Sellerother party.

Access. During Upon reasonable notice, from the Pre-date hereof through the Closing Period and subject to applicable Law and Section 5.11(b)Date, Seller shall, and the Sellers shall cause the Sold Companies to, afford to the officers, employees, accountants, legal counsel and other representatives of the Buyer full access upon reasonable prior notice and its authorized Representatives, reasonable access during normal business hours and upon prior reasonable written notice to Seller, to all of the officers, properties, books books, contracts, commitments, SAP data bases and associated files, file structure and file field definitions, Financial Information and records of the Sold Companies as 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 requests cooperate with Buyer in connection communicating with such persons. Nothing in this Agreement shall prevent Buyer or its efforts 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 consummate the transactions contemplated Effective Time of Closing Buyer shall have no discussion regarding this Agreement or the Sellers (except to confirm information publicly disclosed by this Agreement; provided, the Sellers or to state that such access does matters cannot interfere be discussed) except with Florsheim's participation. Between the normal business operations of Seller or the Sold Companies. In connection with any such access, Buyer and its Representatives shall cooperate with Seller date hereof and the Sold Companies and Closing Date, the Sellers 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 make available 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 the services of the Sold Companies is bound; Sellers' information technology employees as reasonably requested by Buyer, provided, however, that Seller shall and shall cause any request that, in the Sold Companies toSellers' discretion, take commercially would significantly interfere with the ordinary course operation of the Sellers' business would not be reasonable for this purpose. If Buyer expressly requests that Sellers use their best efforts to obtain retain the services of a waiver particular information technology employee, Buyer shall reimburse the 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 such confidentiality severance obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or incurred by the Sold Companies to pay any consideration Sellers with respect to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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 consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of Sellerinformation technology employee.

Access. During Upon reasonable advance written notice, the Pre-Closing Period and subject to applicable Law and Section 5.11(b), Seller shall, Company shall (and shall cause the Sold Companies its Subsidiaries to) afford Parent’s Representatives reasonable access, afford to Buyer and its authorized Representatives, reasonable access during normal business hours and upon throughout the period prior reasonable written notice to Sellerthe Effective Time, to the Acquired Companies’ officers, employees, agents, properties, books books, contracts and records of and, during such period, the Sold Companies Company shall furnish promptly to Parent all other information within its possession or control concerning its business as Buyer Parent may reasonably requests request in connection with its efforts to consummate the transactions contemplated by this Agreement; providedwriting, that such access does not interfere with the normal in each case, for any reasonable business operations of Seller or the Sold Companies. In connection with any such access, Buyer and its Representatives shall cooperate with Seller and the Sold Companies and shall use their commercially reasonable efforts to minimize any disruption purpose related to the business. Notwithstanding anything consummation of or integration planning with respect 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 boundTransactions; provided, however, that Seller the Acquired Companies may restrict or prohibit such access to the extent that granting such access would, in the reasonable judgment of the Company: (a) result in the disclosure of any Trade Secrets of Third Parties; (b) violate any material obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) reasonably be expected to result in a waiver by the Company under the attorney-client privilege or attorney work product doctrine; (d) violate any Contract or Law (it being agreed that, with respect to clauses (a), (b), (c) or (d), that the Company shall and shall cause the Sold Companies to, take its commercially reasonable efforts to obtain cause such information to be provided in a waiver manner that would not result in such jeopardy, contravention or violation); or (e) materially interfere with the conduct of any such confidentiality obligations upon BuyerAcquired Company’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any business. Without limitation of Seller or the Sold foregoing, the Acquired Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) Buyer will reasonably cooperate with Parent and its Representatives for purposes of integration planning; provided, that in no event shall any implementation of integration planning steps with respect to the Acquired Companies occur prior to the Effective Time. No investigation pursuant to this Section 5.5 shall affect or be deemed to modify any representation or warranty in this Agreement of any Party. All requests for access pursuant to this Section 5.5 must be directed to the Chief Executive Officer of the Company or another Person designated in writing by the Company. Without limiting Parent’s obligations under the Confidentiality Agreement, Parent shall instruct its directors, officers and employees not to, directly or indirectly, contact any Person known by such director, officer or communicate employee to be a customer or supplier of the Company in connection with the employees, customers, suppliers, independent contractors, landlords, lessors, banks and Merger or other business relations any of the Sold Companies in connection with, or relating in any way to, the transactions contemplated hereby, other Transactions without the Company’s prior written consent of Seller (such consent consent, not to be unreasonably withheld, conditioned or delayeddelayed (provided, that such consent, with respect to any particular such customer or supplier, need only be obtained once with respect to all contacts with such party for the same purpose). Prior to the Effective Time, all information obtained by Parent and its Representatives pursuant to this Section 5.5 shall be treated as “Evaluation Material” of the Acquired Companies for purposes of the Confidentiality Agreement. Effective as of the Original Agreement Date, the use and disclosure restrictions contained in the Confidentiality Agreement shall be extended until either (i) one year following the date on which this Agreement is terminated pursuant to Section 7.1 or (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of SellerEffective Time.

Access. During (a) From and after the Pre-Closing Period Closing, Buyer agrees to cooperate with and subject to applicable Law and Section 5.11(b), grant to each Seller shall, and shall cause the Sold Companies to, afford to Buyer Party and its authorized RepresentativesAffiliates and their respective officers, employees, attorneys, accountants, representatives and agents, during normal business hours, reasonable access during normal business hours and upon prior reasonable written notice to Seller, to the officers, properties, books information and records of relating to the Sold Companies as Transferred Assets received by Buyer reasonably requests in connection with its efforts to consummate the transactions contemplated by this AgreementAgreement and to permit copying of documents and records for the purposes of (i) any financial reporting or Tax matters (including without limitation any financial and Tax audits, Tax contests, Tax examination, preparation for any Returns or financial records); provided, (ii) 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 use commercially reasonable efforts to ensure that such its access does to and requests for records and documents pursuant to this Section 9.6 (Access) are conducted so as not to interfere with the normal business operations and ordinary operation of Seller Buyer’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) Buyer agrees to retain or cause to be retained all books and records pertinent to the Sold Companies. In connection with any such access, Buyer and its Representatives shall cooperate with Seller Transferred Assets and the Sold Companies and shall use their commercially reasonable efforts Licensed Know-How for at least [***] after the Closing Date. If Buyer desires 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 dispose of 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 reasonable Transferred Records prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained hereinexpiration of such [***] period, except Buyer shall, prior to such disposition, give Seller Parties a reasonable opportunity, at Seller Parties’ expense, to separate and remove such Transferred Records as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) Buyer and its Representatives Seller Parties 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 consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of Sellerselect.

Access. During the Pre-Closing Period and subject to applicable Law and Section 5.11(b)Period, Seller shall, and Sellers shall cause the Sold Companies to, afford Company Entities to give Buyer and its authorized Representatives, who are bound by the Confidentiality Agreement, reasonable access during normal business hours to all personnel, books, records, offices and upon prior reasonable written notice to Seller, to the officers, properties, books other facilities and records properties of the Sold Companies Company Entities as Buyer reasonably requests in connection with or its efforts to consummate Representatives, who are bound by 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 Representatives 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 Confidentiality Agreement, Seller and the Sold Companies shall not be required may from time to disclose any information to Buyer if such disclosure would be time reasonably likely to jeopardize any attorney-client privilege or conflict with any confidentiality obligations to which Seller or any of the Sold Companies is boundrequest; provided, however, that Seller (a) any such access shall be conducted in a manner not to unreasonably interfere with the businesses or operations of the Company Entities, (b) Buyer shall not take any samples of any environmental media (including soil, groundwater, surface water, air or sediment) or any building materials and (c) Sellers shall not be required to provide or cause to be provided access to or disclose or cause to be disclosed information where such access or disclosure would jeopardize the attorney-client privilege, contravene any Applicable Law or contravene any confidentiality undertaking or, in light of COVID-19 or COVID-19 Measures, jeopardize the health and safety of any Company Employee. Buyer shall not and shall cause the Sold Companies to, take commercially reasonable efforts to obtain a waiver of any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require permit any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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 Affiliates to, the transactions contemplated hereby, without the prior written consent of Seller Sellers (such consent which shall not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive contact any employee, independent contractor, customer, supplier, distributor or subsurface investigations other material business relation of the properties or facilities Company Entities, regarding the businesses of the Sold Companies without Company Entities or the prior written consent of Sellertransactions contemplated hereby. Notwithstanding the foregoing, any access to the Company Entities relating to the Equity Financing shall be governed exclusively by Section 7.13.

Access. During (a) Upon reasonable prior notice, the Pre-Closing Period and subject to applicable Law and Section 5.11(b), Seller shall, and Company shall cause the Sold Companies to, afford to Buyer Parent and its authorized RepresentativesRepresentatives reasonable access, reasonable access during normal business hours and upon throughout the period prior reasonable written notice to Sellerthe Effective Time, to the officersCompany’s and its Subsidiaries personnel, properties, Contracts, filings with Governmental Entities and books and records of and, during such period, the Sold Companies Company shall furnish promptly to Parent all available information concerning its business as Buyer Parent may 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 Representatives 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 boundrequest; 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 reasonable prior written request (it being understood that such commercially reasonable efforts Company shall not require be required to permit any inspection or provide other access, or to disclose any information, that in the reasonable judgment of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, Company would: (i) Buyer violate any obligation of the Company under any Contract with respect to confidentiality or privacy; (ii) jeopardize protections afforded the Company under the attorney-client privilege, the attorney work product doctrine or similar legal privilege or protection; (iii) violate any Legal Requirement; or (iv) result in the disclosure of any Trade Secrets of any third parties or personal information that would expose the Company to the risk of liability; provided that in each case the Company shall inform Parent of the nature of the information being withheld, and shall use its reasonable best efforts to make alternative arrangements that would allow Parent (or its applicable Representative) access to such information. All information obtained by or provided to Parent and its Representatives pursuant to this Agreement shall not contact or communicate with the employees, customers, suppliers, independent contractors, landlords, lessors, banks and or other business relations be treated as “Confidential Information” of the Sold Companies in connection withCompany for purposes of the Non-Disclosure Agreement. (b) To the extent that the Company or a Company Subsidiary elects to furnish any information or material pursuant to this Agreement that includes material subject to the attorney-client privilege, work product doctrine or relating any other applicable privilege, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way tothe confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or any other applicable privilege. All such information that is entitled to protection under the transactions contemplated herebyattorney-client privilege, without the prior written consent of Seller (work product doctrine or any other applicable privilege shall remain entitled to such consent not to be unreasonably withheldprotection under these privileges, conditioned or delayed)this Agreement, and under the joint defense doctrine. (iic) Buyer No exchange of information or investigation by Parent or its Representatives shall have no right affect or be deemed to perform invasive affect, modify or subsurface investigations waive the representations and warranties of the properties Company set forth in this Agreement. No exchange of information or facilities investigation by the Company or its Representatives shall affect or be deemed to affect, modify or waive the representations and warranties of Parent set forth in this Agreement. (d) The Company shall use reasonable best efforts to provide, no later than ten (10) Business Days prior to the Sold Companies without Closing Date, a complete and accurate (in all material respects) list of each filing, payment, or other similar action that must be made or taken on or before the prior written consent date that is ninety (90) days after the Closing Date in order to obtain, perfect or maintain in full force and effect each item of SellerCompany Owned IP.

Access. During the Pre-Closing Period period from the date of this Agreement until the earlier of the valid termination of this Agreement pursuant to Article VIII and subject to applicable Law and Section 5.11(b)the Closing, Seller shallshall grant, and shall cause the Sold Companies toCompany and the Company’s Subsidiaries, afford officers, managers, directors, employees, attorneys, accountants and other agents to grant, to Buyer and its authorized RepresentativesRepresentatives and potential lenders, as well as their respective officers, employees, affiliates and other agents, reasonable access access, during normal business hours and upon prior reasonable written notice to Sellernotice, to the officerspersonnel, properties, financial information, books and records of the Sold Companies as Buyer reasonably requests in connection with its efforts Company and the Company’s Subsidiaries and Seller (to consummate the transactions contemplated by this Agreement; providedextent related to the Business), except that Seller and the Company may restrict or otherwise prohibit such access does not interfere with to the normal business operations of extent that (a) any applicable Law requires Seller or the Sold Companies. In connection with Company or any of the Company’s Subsidiaries to restrict or otherwise prohibit such access, Buyer and its Representatives shall cooperate with Seller and the Sold Companies and shall use their commercially reasonable efforts access or (b) such access would give rise 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 a material risk of waiving any attorney-client privilege or conflict with any confidentiality obligations to which Seller or any of work product doctrine; provided that, in the Sold Companies is bound; provided, however, case 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 reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies Company would restrict access under any of clauses (a) or (b), Seller shall give notice to pay Buyer of the fact that Seller or the Company is withholding such access and thereafter Seller and the Company shall reasonably cooperate with Buyer to allow the disclosure of such information (or as much of it as possible) in an appropriate substitute disclosure arrangement or otherwise in a manner that would not violate any consideration to any third party of clauses (a) or amend or modify any Contract(b). Notwithstanding anything Any investigation conducted pursuant to the contrary contained herein, except as otherwise expressly provided access contemplated by this Section 5.5 will be conducted in Section 5.6, during the Pre-Closing Period, (i) Buyer and its Representatives shall a manner that does not contact or communicate unreasonably interfere with the employees, customers, suppliers, independent contractors, landlords, lessors, banks and or other business relations conduct of the Sold Companies in connection with, or relating in any way tobusinesses of Seller, the transactions contemplated herebyCompany and the Company’s Subsidiaries. Any access to the properties of Seller, without the prior written consent of Seller (such consent not Company and the Company’s Subsidiaries will be subject to be unreasonably withheldSeller’s, conditioned or delayed)the Company’s and the Company’s Subsidiaries’ reasonable security measures and insurance requirements, as applicable, and (ii) Buyer shall have no will not include the right to perform invasive or subsurface investigations testing. The terms and conditions of the properties Confidentiality Agreement will apply to any information obtained by Buyer or facilities any of its Representatives or any third party in connection with any investigation conducted pursuant to the Sold Companies without access contemplated by this Section 5.5. Notwithstanding anything in the prior written consent Confidentiality Agreement to the contrary, the Confidentiality Agreement will automatically terminate and be of Sellerno further force or effect upon the Closing.

Access. During 6.1 Provided that Buyer has complied with the Pre-Closing Period insurance requirements in Section 6.3 and subject to applicable Law and Section 5.11(bgives Seller at least one (1) business day’s prior notice (oral or written), Seller shall, and shall cause the Sold Companies to, afford to allow Buyer and its authorized Representativesrepresentatives of Buyer reasonable access, at reasonable access during normal business hours and upon prior reasonable written notice to Sellertimes, to the officers, properties, books Property for the purposes of satisfying Buyer with respect to the Property. In performing its examinations and records inspections of the 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 accessProperty, Buyer and its Representatives shall cooperate with Seller and the Sold Companies and shall use their commercially reasonable efforts to minimize any disruption interference with Seller’s and the Tenants’ use and occupancy of the Property. Seller shall have the right at all times to have a representative of Seller accompany any of Buyer or Buyer’s employees, agents, contractors, consultants, officers, directors, representatives, managers or members (collectively, “Buyer’s Agents”) while such persons are on the businessProperty. Notwithstanding anything Buyer may conduct interviews with the Tenants, provided Buyer has given Seller no less than two (2) business days notice prior to any such interview, and provided further that Seller shall have the contrary in right to be present at all such interviews. Buyer’s breach of this Section 6.1 (and all subsections) shall constitute a material breach and default by Buyer of this Agreement. All investigations and inspections shall be performed in compliance with this Section 6 and all local, Seller state and federal laws, rules and regulations, including, without limitation, any and all permits required thereunder, which permits shall be obtained by and at the Sold Companies sole cost of Buyer. (a) Buyer shall not conduct or allow any physically intrusive or destructive testing of, on or under the Property, without Seller’s prior written consent, which consent may 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 boundwithheld at Seller’s sole and absolute discretion; provided, however, Buyer may, subject to its damage and repair obligations in this Section 6.1 and 6.2, inspect the Property for asbestos-related materials. Buyer shall provide Seller with two (2) days written notice prior to the commencement of any physically intrusive or destructive testing, accompanied by a detailed work plan describing the nature, scope, location and purpose of the proposed work. Buyer acknowledges and agrees that Seller shall Seller’s review of Buyer’s work plan is solely for the purpose of protecting Seller’s interests, and shall not be deemed to create any liability of any kind on the part of Seller in connection with such review that, for example, the work plan is adequate or appropriate for any purpose or complies with applicable legal requirements. All work and investigations shall be performed in compliance with all local, state and federal laws, rules and regulations, including, without limitation, any and all permits required thereunder, all of which shall be at the sole cost and expense of Buyer. (b) During the performance of Buyer’s investigations, Buyer shall promptly remove and properly dispose of all samples, substances and materials extracted from or generated by Buyer at the Property and, upon the completion of its investigations, shall return the Property to its original condition, including the removal of all equipment and materials used or generated during its investigations. Buyer shall name itself as the generator on any waste manifests required to dispose of said materials and shall obtain its own waste generator identification number with respect thereto. If Buyer fails to perform or cause such restoration, and such failure shall continue for two (2) days after Buyer receives written notice from Seller demanding the Sold Companies cure thereof, Seller may perform or cause to be performed such restoration work, and Buyer shall reimburse Seller for all the costs and expenses thereof within two (2) days after receipt of bills therefor from Seller. 6.2 Notwithstanding anything in this Agreement to the contrary, any entry upon, inspection, or investigation of the Property by Buyer or Buyer’s Agents shall be performed at the sole risk and expense of Buyer, and Buyer shall be solely and absolutely responsible for the acts or omissions of any of Buyer’s Agents. Furthermore, Buyer shall protect, indemnify, defend and hold Seller, and its successors, assigns, and affiliates harmless from and against any and all losses, damages (whether general, punitive or otherwise), liabilities, claims, causes of action, judgments, costs and legal or other expenses (including, but not limited to, take commercially reasonable efforts attorneys’ fees and costs) (collectively, “Access Claims”) suffered or incurred by any or all of such indemnified parties to obtain a waiver the extent resulting from any act or omission of any such confidentiality obligations upon Buyer or Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided Agents in Section 5.6, during the Pre-Closing Period, connection with: (i) Buyer and its Representatives shall not contact Buyer’s inspection or communicate with the employees, customers, suppliers, independent contractors, landlords, lessors, banks and or other business relations investigations 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 consent not to be unreasonably withheld, conditioned or delayed), and Property; (ii) Buyer’s entry upon the Property; (iii) any activities, studies or investigations conducted at, to, or on the Property by Buyer or Buyer’s Agents; or (iv) the presence by Buyer or Buyer’s Agents at or on the Property. If at any time prior to Closing, Buyer or Buyer’s Agents cause any damage to the Property, Buyer shall, at its sole expense, immediately restore the Property to the same condition as existed immediately prior to the occurrence of such damage as determined by Seller in Seller’s reasonable discretion. Buyer’s obligations under this Section 6.2 shall survive the termination of this Agreement or the Closing, as the case may be, notwithstanding any other provisions herein to the contrary, and shall not be limited by the terms of Section 3. Buyer shall, at all times, keep the Property free and clear of any mechanics’, materialmen’s or design professional’s claims or liens arising out of or relating to its investigations of the Property. The foregoing provisions of this Section 6.2 shall not apply to, and Buyer shall have no right liability for, or obligation to perform invasive protect, indemnify, defend or subsurface investigations hold Seller (or any other person or party) harmless from or against any of the properties following: (i) the discovery by Buyer or facilities any of Buyer’s Agents of any Hazardous Material on, under or affecting the Sold Companies without Property, except to the prior written consent extent that Buyer and Buyer’s Agents exacerbate such condition in any material respect; (ii) the discovery by Buyer or Buyer’s Agents of adverse physical, environmental, economic, neighborhood or other conditions at, on, in, under, around or affecting the Property, except to the extent that Buyer and Buyer’s Agents exacerbate such condition in any material respect; or (iii) events, occurrences or conditions resulting from the acts or omissions of Seller or Seller’s agents or representatives, except to the extent Buyer and Buyer’s Agents exacerbate such events, occurrences or condition in any material respect. Notwithstanding anything in this Section 6.2 to the contrary, Buyer shall have no duty or obligation to identify or repair any condition in, on or affecting the Property that Buyer or Buyer’s Agents discover or of which they are aware that may or could be unsafe or dangerous unless and to the extent such unsafe or dangerous condition was caused by the Buyer or Buyer’s Agents. 6.3 Buyer shall maintain in full force and effect during the term of this Agreement, the public liability insurance covering Buyer and its activities at the Property on the terms and with the coverages described in the ▇▇▇▇▇ Certificate of Liability Insurance attached hereto as Exhibit K, naming Seller as an additional insured under all such liability insurance.

Access. During the Pre-Closing Period and subject Subject to applicable Law and Section 5.11(b)6.6, Seller shall, and shall cause the Sold Companies to, afford for purposes reasonably related to Buyer and its authorized Representatives, reasonable access during normal business hours and upon prior reasonable written notice to Seller, to the officers, properties, books and records of the Sold Companies as Buyer reasonably requests in connection with its efforts to consummate the transactions contemplated by this Agreement; provided, that prior to the last Closing, Seller shall afford Buyers, their financing sources, and their counsel, accountants, consultants and other representatives such access does not interfere with during reasonable times and at Buyers’ expense to the normal Stores and Seller Real Property and any landlords therefor, and shall promptly (and in any event within five business operations of days after a request therefor) provide such financial and other information regarding the Stores (including property management system asset listings or reports), in each case as Buyers shall from time to time reasonably request and to the extent Seller or an affiliate thereof has such information under its control or possession and reasonably available (without the Sold Companies. In connection with any such access, Buyer and its Representatives shall cooperate with Seller and the Sold Companies and shall use their commercially reasonable efforts incurrence of significant cost or expense 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 boundthird parties); 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 reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) Buyer any such investigation of the Stores shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business and its Representatives shall be subject to, and conducted in accordance with, the terms of the applicable Lease, (ii) Seller shall not contact be required to provide Buyers with any such access to the extent provision of such access would reasonably be expected to result in a breach or communicate violation of, or default under, any Law or Contract and (iii) Buyers shall indemnify, defend and hold harmless the Seller Indemnitees from and against any 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 Buyers; provided, further, that Buyers shall not be required to indemnify Seller if and to the extent that any 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 a representative of Seller present, to install necessary cables, controllers, servers and related equipment to allow the employeesapplicable Buyer to connect that Store to its network after the applicable Closing and (b) to one Store, customersto be mutually designated by Seller and Buyers, suppliersto connect that Store, independent contractorsand one lane in that Store, landlordsto 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, lessorsin the event of any physical damage to the Stores or the Seller Real Property caused by Buyers, banks their financing sources, or their counsel, accountants, consultants and or other business relations representatives by virtue of Buyers’ or such other parties’ on-site investigations, Buyers agree to promptly repair any physical damage to such Stores 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 Sold Companies same condition it was in connection withimmediately prior to such inspections, or relating in any way including, but not limited to, the transactions contemplated hereby, without immediate removal of any objects placed on the prior written consent of Stores and/or the Seller (Real Property in connection with such consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of Sellerinspections.

Access. During the Pre-Closing Period Seller will (a) during ordinary business hours and subject to applicable Law and Section 5.11(b)upon ------ reasonable notice from Buyer, Seller shall, and shall cause the Sold Companies to, afford to permit Buyer and its authorized Representativesrepresentatives to have access to all Purchased Assets, reasonable access during normal business hours including without limitation books, records, offices and upon prior reasonable written notice other facilities and properties of the Business, in order to Sellermake 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 officersPurchased 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, books (d) make available to the Buyer a copy of each material report, schedule or other document (to the extent accessible to Seller without undue effort) filed or received by the Seller since November, 1996 with respect to the Purchased Assets with any Governmental Authority having jurisdiction over the Purchased Assets and records (e) otherwise reasonably cooperate in the examination or audit of the Sold Companies as Buyer reasonably requests in connection with its efforts to consummate the transactions contemplated Business 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 Representatives 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 boundBuyer; provided, however, that (i) any such inspection shall be -------- -------- conducted in such a manner as to not interfere unreasonably with the operation of the Purchased Assets, (ii) neither the Seller nor the Company shall and shall cause the Sold Companies to, be required to take commercially reasonable efforts to obtain any action that would constitute a waiver of the attorney- client privilege, (iii) neither the Seller nor the Company need supply the Buyer with any information that the Seller is legally prohibited from supplying and (iv) with respect to customer data, Buyer's employees may only review customer data information at the premises of the Business and in the presence of representatives of Seller and Buyer shall not make copies of such confidentiality obligations upon Buyer’s reasonable information. Without Seller's prior written request (it being understood that such commercially reasonable efforts consent, Buyer shall not require any of Seller be entitled or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, 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 deemed to 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 acts or omissions of Buyer or Buyer's agents, employees, contractors, representatives or subcontractors relating to the whole or any part of the Real Property. Buyer shall indemnify, defend and hold Seller harmless from and against any and all claims and liens arising out of the respective activities of Buyer and its Representatives shall not contact authorized representatives in and about the Real Property prior to the Closing or communicate with the employees, customers, suppliers, independent contractors, landlords, lessors, banks and or other business relations earlier termination 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 consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of Sellerthis Agreement.

Access. During Between the Pre-Closing Period date of this Agreement and subject to applicable Law and Section 5.11(b)the Closing, Seller shallshall give to Buyer, its officers, agents, employees, counsel, accountants, engineers and shall cause the Sold Companies to, afford to Buyer and its authorized Representativesother representatives, reasonable access during normal business hours to the premises and upon prior reasonable written notice books and records relating to Sellerthe System and, to the officersextent permitted by Law, properties, books and records 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 Sold Companies as System to Buyer reasonably requests in connection with its efforts or any other reasonable purpose relating to consummate the transactions contemplated by this Agreement; provided, including strand mapping that such access is performed in an unintrusive manner and in a manner that does not interfere with affect the normal business operations of Seller operation or the Sold Companies. In connection with any such access, Buyer and its Representatives 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 performance of the Sold Companies is boundSystem; 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 reasonable prior written request investigation shall be conducted (it being understood that a) during normal business hours and (b) in such commercially reasonable efforts shall a manner as not require any to interfere with the operation of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract)System. Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Periodforegoing, (i) Buyer and its Representatives shall not contact or communicate with the employees, customers, suppliers, independent contractors, landlords, lessors, banks and no environmental sampling or other business relations of the Sold Companies in connection with, or relating in any way to, the transactions contemplated hereby, testing may be performed without the Seller’s prior written consent, which consent of Seller (such consent not to may be unreasonably withheld, conditioned given or delayed)withheld in Seller’s sole discretion, and (ii) Buyer shall have no right will not contact any employee, independent contractor, customer or supplier of Seller with respect to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies this Agreement without the prior written consent of Seller, which consent shall not be unreasonably 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 negatively 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, 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 testing and sampling by Buyer to which Seller may consent to pursuant to this Section 7.1. Buyer agrees that any Losses suffered by Seller as contemplated by the previous sentence shall not: (i) constitute a breach by Seller of any of its representations, warranties or covenants under this Agreement or any Ancillary Agreement; (ii) cause the failure of any closing condition set forth in Article X to be met; or (iii) cause, or be the basis for, any adjustment to the Cash Payment set forth in Section 4.3 (including due to any loss of subscribers). Buyer acknowledges that any information made available to Buyer pursuant to this Section 7.1 is subject to the terms of the Non-Disclosure Agreement and Section 8.3.

Access. (i) Subject to the other provisions of this Section 5(d), from the date hereof until the Closing Date, the Seller shall cause the Companies to provide the Buyer and its authorized representatives with full access, at all reasonable times, upon reasonable advance notice, and in a manner so as not to interfere unreasonably with the 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 affairs 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"). (ii) The Parties shall agree upon mutually convenient times and 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 Period, the Seller shall allow the Buyer and subject its representatives and agents, including an environmental consultant, access, during normal business hours, upon reasonable advance notice, to applicable Law and Section 5.11(b), Seller shallthe Companies' properties, and shall cause the Sold Companies tomake available to Buyer, afford to Buyer and its authorized Representatives, reasonable access during normal business hours at times and upon prior reasonable written notice to Seller, to the officers, properties, books and records for periods of the Sold Companies as Buyer reasonably requests in connection with its efforts to consummate the transactions contemplated by this Agreement; provided, time that such access does 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 Sold Companies. In Buyer, U.S. Bronze, ACuPowder and/or their respective authorized representatives and agents pursuant to the foregoing provisions or otherwise in connection with any such accesstheir investigation of the Companies or in connection with the transactions contemplated hereby shall be subject to the terms and conditions of the Confidentiality Agreement, Buyer and its Representatives shall cooperate with Seller the U.S. Bronze Confidentiality Agreement and the Sold Companies ACuPowder Confidentiality Agreement, respectively, each of which the Contract Parties hereby acknowledge and agree shall remain in full force and effect and shall use their commercially reasonable efforts to minimize survive the Closing or any disruption termination of this Agreement. (vi) Prior to the business. Notwithstanding anything to Closing, the contrary in this AgreementBuyer shall not, 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 cause or conflict with any confidentiality obligations to which Seller permit its representatives and agents or any of the Sold Companies is bound; provided, however, that Seller shall ACuPowder or its representatives and shall cause the Sold Companies agents to, take commercially reasonable efforts to obtain a waiver of any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) Buyer and its Representatives shall not contact or in any manner communicate with the employees, customers, suppliers, independent contractors, landlords, lessors, banks lessors and or other business relations suppliers of the Sold Companies in connection with, or relating in any way to, with the transactions contemplated hereby, without except in accordance with the procedures provided herein or otherwise with the express prior written consent of Seller (such consent not to be unreasonably withheldthe Seller, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations upon the express request of the properties or facilities of the Sold Companies without the prior written consent of Seller. (vii) Prior to the Closing Date, the Seller shall provide the Buyer, promptly upon the Seller's receipt thereof, with copies of all monthly production, sales and other monthly operational reports received by Seller from each Company.

Access. During Subject to the provisions of the Confidentiality Agreements and to applicable Legal Requirements, during the period from the date of this Agreement through the Closing Date (the "Pre-Closing Period and subject to applicable Law and Section 5.11(bPeriod"), Seller shallwill, and shall cause the Sold Companies toafter receiving reasonable advance notice from Purchaser, afford to Buyer and its authorized Representatives, give Purchaser reasonable access (during normal business hours hours) to the Boulder Facility and upon prior reasonable written notice to Seller, to the officers, properties, '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) to further investigate, at Purchaser's sole expense, the Specified Assets, the Consenting Employees and any other appropriate matters germane to the subject matter of this Agreement and the Ancillary Agreements and (ii) to verify the accuracy of the Sold Companies as Buyer reasonably requests representations and warranties set forth 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 Representatives 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 boundSection 2; 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 reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.65.5, Purchaser will not (without Seller's approval, which will not be unreasonably withheld) contact or otherwise communicate with any of the Available Employees. To the extent requested by Purchaser, Seller will arrange to permit Purchaser to conduct interviews of any of the Available Employees during the Pre-Closing Period, (i) Buyer and its Representatives shall not contact or communicate with . Seller will request the employees, customers, suppliers, independent contractors, landlords, lessors, banks and or other business relations consent of the Sold Companies in connection with, or relating in any way to, Available Employees to the transactions contemplated hereby, without the prior written consent disclosure of Seller (such consent not their respective personnel files to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of SellerPurchaser.

Access. During Subject to specific restrictions imposed upon Seller and Company by Law or Contract to which either of them is a party and to the Pre-Closing Period execution and subject delivery by each of the representatives of Buyer referred to applicable Law below of a confidentiality agreement on substantially the same terms as set forth in that certain Confidentiality Agreement dated April 30, 1997 by and Section 5.11(b)between Buyer and Seller, Seller shall, and Company shall cause the Sold Companies to, afford to authorize and permit Buyer and its authorized 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 upon prior reasonable written notice to Sellerin 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 Business as Buyer may from time to time request, and 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, propertiesemployees, books accountants, counsel, suppliers, customers, and records creditors of Seller (with respect to the Sold Companies Business) and Company, as Buyer are reasonably requests in connection necessary or appropriate for the purposes of familiarizing them with its efforts to consummate the Business and obtaining any necessary Approvals of or Permits for the transactions contemplated by this Agreement; provided. Without limiting the generality of the foregoing, that such access does not interfere with Buyer shall be entitled to (a) conduct or cause to be conducted without the normal business operations consent of Seller or Company, an environmental compliance audit of the Sold Companies. In connection Business and, respect to any interest in real property held by Seller (with any such access, Buyer and its Representatives shall cooperate with Seller and the Sold Companies and shall use their commercially reasonable efforts to minimize any disruption respect to the business. Notwithstanding anything to the contrary in this AgreementBusiness) or Company, 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 attorneya non-client privilege or conflict with any confidentiality obligations to which Seller or any invasive environmental audit consisting 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 reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period"phase 1" environmental study, (ib) Buyer and its Representatives shall not contact conduct 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 cause to be conducted subject to the prior written consent of Seller or Company (such which consent shall not to be unreasonably withheld, conditioned ) with respect to any interest in real property held by Seller (with respect to the Business) or delayed), Company such other environmental investigations or studies as Buyer may desire and (iic) Buyer shall have no right review, as soon as available, copies of all reports, renewals, filings, certificates, statements and other documents received by Seller (with respect to perform invasive the Business) or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of SellerCompany from any Governmental Entity.

Access. During Commencing upon the Pre-Closing Period execution of this Agreement by Buyer and subject to applicable Law and Section 5.11(b)Seller, Seller shallshall allow (or cause to be allowed) Buyer or Buyer’s agents, and shall cause employees, contractors, lenders or representatives access to the Sold Companies toProperty for purposes of any non-intrusive physical or environmental test, afford to Buyer and its authorized Representatives, reasonable access during normal business hours and upon prior reasonable written notice to Sellerstudy or inspection of the Property and, to the officersextent copies are not provided to Buyer by Seller pursuant to Section 6.1, properties, review and copying of Seller’s books and records relating to the Membership Interests and the Property and any of the Sold Companies as documents described in Section 6.1 above. Buyer reasonably requests shall also be permitted to review such other matters necessary in connection with its efforts the discretion of Buyer to consummate evaluate and analyze the transactions contemplated by this Agreement; feasibility of the Membership Interests and the Property for Buyer’s intended use thereof (provided, however that Buyer's right to review such access does not interfere with the normal business operations of Seller or the Sold Companies. In connection with any such access, Buyer other matters 41893434 ▇▇▇▇▇▇▇▇ Grand/Purchase and its Representatives 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 Sale Agreement shall not be deemed to increase Seller's obligation to provide documents as required to disclose any information to under Section 6.1, Section 21.1 or Section 21.1, or access as required under this Section 6.2). 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 reasonable prior written request (it being understood that such commercially reasonable efforts shall not require conduct or authorize any of Seller physically intrusive testing of, on, or under the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything Property without first obtaining Seller’s consent as to the contrary contained hereintiming and scope of work to be performed, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) Buyer and its Representatives which consent 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 consent not to be unreasonably withheld, conditioned or delayed. Prior to any entry onto the Property for purposes of inspection or testing (as opposed to solely for review of materials provided under Section 6.1 above), Buyer shall provide Seller with evidence that Buyer maintains liability insurance with coverage in an amount not less than $2,000,000 and that each of Seller and Property Owner has been named as an additional insured under such insurance. Seller hereby acknowledges and agrees that Buyer or Buyer’s representatives may communicate with any governmental authority or quasi-governmental authority for the purpose of gathering information in connection with the Membership Interests, the Property or the Seller, or the transaction contemplated by this Agreement. Buyer agrees that, until Closing occurs, all of Seller’s Deliveries will be kept confidential by Buyer and its affiliates except for Permitted Disclosures (as hereinafter defined); provided that Buyer and its affiliates may disclose information from Seller’s Deliveries to their respective employees, agents, representatives, accountants, attorneys, consultants or contractors in connection with its evaluation of the Property and Membership Interest and to any bank or lending institution (or underwriter or servicer therefor) that Buyer requests to provide financing for the Property or the Membership Interests, so long as Buyer informs the person to whom the disclosure is made of the confidential nature of such information and of Buyer's obligations in that respect under this Agreement and directs the person to whom the disclosure is made to treat such information confidentially and not to disclose such information to any person other than as authorized by this Section 6.2. Seller hereby expressly recognizes the need to disclose, and agrees to the disclosure of, certain aspects of this transaction to Buyer's (or Buyer's affiliate's) employees, agents, representatives, accountants, attorneys, consultants or contractors in connection with its evaluation of the Property and Membership Interest and to any bank or other lending institution (or underwriter or servicer therefor) that Buyer requests to provide financing for the Property or the Membership Interests. Buyer is not responsible for the actions of third parties as to the disclosure of confidential information, except with respect to its obligation in this paragraph to inform such persons of the confidentiality of such information. Except as provided in the preceding sentences of this paragraph, the existence and contents of this Agreement and the negotiations of parties with respect to the possible sale and purchase of the Membership Interests shall be kept confidential and shall not be disclosed to any third parties without the consent of both parties hereto, except for any disclosure (i) that may be required by law to be made to any applicable governmental or quasi-governmental authorities or any other person or entity, or (ii) of information otherwise in the public domain (the "Permitted Disclosures"). From and after Closing, either party may issue a press release describing the transaction, provided that neither of Seller or Buyer shall have no right to perform invasive or subsurface investigations may include the identity of the properties or facilities of other party in such press release unless such press release is approved in writing in advance by the Sold Companies without the prior written consent of Seller.other party. 41893434 ▇▇▇▇▇▇▇▇ Grand/Purchase and Sale Agreement

Access. During (a) Each Seller shall permit representatives of the Pre-Closing Period and subject Buyer to applicable Law and Section 5.11(b)have access (at reasonable times, Seller shall, and shall cause the Sold Companies to, afford to Buyer and its authorized Representatives, on reasonable access during normal business hours and upon prior reasonable written notice and in a manner so as not to Seller, to the officers, properties, books and records of the 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 Representatives shall cooperate with Seller Business) to the Business Employees and the Sold Companies counsel and shall use their commercially reasonable efforts to minimize any disruption auditors of the Sellers as well as the premises, properties, financial and accounting records, contracts and other records and documents, of or pertaining to the business. Notwithstanding anything to the contrary in this AgreementBusiness; provided, Seller and the Sold Companies however, such counsel shall not be required obligated to disclose any information to Buyer if such disclosure would be reasonably likely to jeopardize any or documents that is covered by the 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 reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract)attorney work product privilege. Notwithstanding anything Prior to the contrary contained hereinClosing, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) Buyer and its Representatives representatives shall not contact or communicate with the employees, customers, suppliers, independent contractors, landlords, lessors, banks customers and or other business relations suppliers of the Sold Companies any Seller in connection with, or relating in any way to, with the transactions contemplated herebyby this Agreement, without except with the prior written consent of Seller any Seller. (b) The Sellers will provide the Buyer, the Buyer’s representatives and Buyer’s independent registered public accountants reasonable access during normal business hours to such consent not books, records, workpapers, data and other information as may be reasonably requested by the Buyer to allow the Buyer and its independent registered public accountants to conduct an audit or review of the Business and Acquired Assets for such periods as the Buyer may require for its financial reporting purposes required in connection with any report required to be unreasonably withheldfiled with the Securities and Exchange Commission under the Securities Exchange Act of 1934. The Sellers shall cooperate with the Buyer and Buyer’s independent registered public accountants in the preparation of audited and/or pro forma financial statements in respect of the Business and Acquired Assets for such periods as the Buyer may require; provided, conditioned or delayed), and (ii) that the Buyer shall have no right be responsible for the cost of its audit. (c) The Buyer and 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 their respective Affiliates to perform invasive or subsurface investigations the Buyer pursuant to this Agreement prior to the Closing shall be treated in accordance with the Confidentiality Agreement. If this Agreement is terminated prior to the Closing, 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 to the Business, shall terminate effective as of the properties or facilities of the Sold Companies without the prior written consent of SellerClosing, but shall remain in effect insofar as it covers other Information disclosed thereunder.

Access. During From the Pre-Effective Date until the Closing Period and subject to applicable Law and Section 5.11(b)Date, Seller shallunless otherwise extended by Sellers in writing, and Sellers shall cause the Sold Companies to, (a) afford to Buyer and its authorized Representatives, Representatives reasonable access to and the right to inspect all of the Purchased Assets; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Facilities as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers to cooperate with Buyer, in each case for the sole purpose of completing Buyer’s due diligence review of the Business; provided, however, that any such investigation shall be conducted during normal business hours and upon prior reasonable written advance notice to SellerSellers, under the supervision of Sellers’ personnel and in such a manner as not to the officers, properties, books and records of the 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 unreasonably interfere with the normal business operations conduct of Seller the Business or the Sold Companies. In connection with any such access, Buyer and its Representatives shall cooperate with Seller and the Sold Companies and shall use their commercially reasonable efforts to minimize any disruption to the businessother businesses of Sellers. Notwithstanding anything to the contrary in this Agreement, Seller and the Sold Companies Sellers shall not be required to disclose any information to Buyer or any of its Representatives if such disclosure would be reasonably likely to jeopardize would, in Sellers’ reasonable determination: (x) cause any applicable attorney-client or attorney work product privilege to be waived; or conflict with (y) violate any confidentiality obligations Law applicable to which Seller Sellers or any of the Sold Companies is boundBusiness; provided, however, that Seller shall and shall cause that, in the Sold Companies toevent Sellers restrict disclosure under the foregoing clause (x) or clause (y), Sellers will take commercially reasonable efforts steps to obtain a provide such information (or as much of it as shall be reasonably possible) solely to the extent doing so would not reasonably be expected to violate applicable Law or cause the waiver of any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract)privilege. Notwithstanding anything Prior to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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 herebyClosing, without the prior written consent of Seller (such consent Sellers, which may not to be unreasonably withheld, conditioned or delayed), and Buyer shall not (i) contact any suppliers to, or clients or customers of, Sellers or any of their subsidiaries or other affiliates, nor (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties Sellers’ Leased Real Property. ▇▇▇▇▇ understands and agrees that no vendor, representative, consultant, or facilities independent contractor of the Sold Companies Sellers, any of their subsidiaries or other affiliates may be contacted by Buyer without the prior express written consent of SellerSellers. Buyer shall, and shall direct its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 5.5. Buyer shall be responsible for and shall indemnify Sellers for any and all damages caused to the Leased Real Property as a result of Buyer’s due diligence investigation.

Access. During (a) From the Pre-Closing Period and subject to applicable Law and Section 5.11(b)date hereof through the Closing, Seller shall, and shall cause the Sold Companies to, afford to Buyer and its authorized RepresentativesRepresentatives reasonable access, reasonable access during normal business hours and upon prior reasonable written notice on weekends if reasonably requested, and in such manner as not to Sellerunreasonably interfere with normal operation of the business, to the officers, properties, books books, contracts, records and records appropriate officers and employees of the Sold Companies Company and its Subsidiary and shall furnish such authorized Representatives with all financial and operating data and other information concerning the affairs of the Company and its Subsidiary as Buyer and such Representatives may reasonably requests in connection with its efforts request. Seller shall have the right 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 have a Representative present at all times during any such accessinspections, interviews and examinations, additionally, Buyer and its Representatives shall cooperate with Seller and the Sold Companies and shall use their commercially reasonable efforts to minimize any disruption to the businesshold all such information confidential. Notwithstanding anything to the contrary in this AgreementFurther, 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 reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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 consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform or conduct any environmental sampling or other invasive environmental investigating on or subsurface investigations about any property, real or personal of the properties Company or facilities its Subsidiary, without the Seller’s prior written consent, which Seller may grant, condition or withhold in its sole discretion. (b) Buyer shall release, indemnify and hold harmless the Seller Indemnified Parties and their Representatives, effective as of and from the date hereof, from and against any Losses arising directly or indirectly from or relating in any manner whatsoever to any site visits or inspections of the Sold Companies without the prior written consent assets or properties of Sellerany Seller Indemnified Party pursuant to this Section 6.2. THE INDEMNIFICATION PROVISIONS IN THIS SECTION 6.2 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.

Access. During the Pre-Closing Period and subject to applicable Law and Section 5.11(b), (a) Seller shall, and shall cause the Sold Companies to, afford to will permit Buyer and its authorized Representativesrepresentatives to have reasonable access, reasonable access prior to the Closing Date, to the properties and to the Books and Records of the Business during normal business working hours and upon prior reasonable written advance notice to Sellerfamiliarize itself with such properties and the business of the Business (including for the purpose of conducting a Phase I Environmental Site Assessment at the Owned Real Property and the Leased Real Property); provided, however, that Buyer and Buyer’s representatives will not unreasonably interfere with the personnel and operations of the Business or other operations or activities of Seller or its Affiliates; and provided, further, that (i) nothing herein will require any employee of Seller or any of its Affiliates to provide any information regarding the Business in any other format or otherwise to manipulate or reconfigure any data regarding the Business; (ii) nothing herein will require Seller or its Affiliates to provide Buyer or Buyer’s representatives with access to or copies of (x) any information that must be maintained as confidential by applicable Law or in accordance with the terms of a written agreement with a third party or (y) sensitive customer or employee information, manufacturing processes, pricing lists or other information that relates to the officersBusiness and that, propertiesin Seller’s reasonable business judgment, books and records of the Sold Companies as should not be provided to Buyer reasonably requests in connection with its efforts to consummate or Buyer’s representatives until the transactions contemplated by this Agreementhereby have been consummated in order to avoid any adverse effect on the Business, or in order not to violate applicable Laws; provided, and (iii) nothing herein will require Seller or its Affiliates to provide Buyer or Buyer’s representatives with access to or copies of any information that such access does not interfere with the normal business relates to any businesses or operations of Seller or its Affiliates other than the Sold CompaniesBusiness. In connection Subject to the provisos in the preceding sentence, Seller will reasonably cooperate with ▇▇▇▇▇’s representatives performing the Phase I Environmental Site Assessments, including providing requested information and facilitating site visits. Buyer will promptly provide a complete copy of such Phase I Environmental Site Assessments to Seller, whether obtained prior to or after the Effective Time. For the avoidance of doubt, the Parties acknowledge and agree that the commissioning, completion, or delivery of any such accessPhase I Environmental Site Assessment shall not be a condition to Closing. All requests for access will be made to such representatives of Seller as Seller will designate, who will be solely responsible for coordinating all such requests and access thereunder. Notwithstanding the foregoing, prior to the Closing, Buyer and its Representatives representatives shall cooperate not contact or in any other manner communicate with the employees, customers and suppliers of the Business in connection with the transactions contemplated hereby, except following prior consultation with and written approval from Seller or its representatives; provided, however that Seller (and the Sold Companies and its Affiliates) shall use their commercially reasonable efforts to minimize facilitate and permit any disruption meeting or other communication reasonably requested by Buyer or its Affiliates with Local 414; provided, further, that ▇▇▇▇▇ will notify Seller prior to any such meeting or other communication and Seller or its representatives will have the option to attend or participate in the same. (b) After the Closing, each Party shall afford the other Party, its respective counsel, accountants and other representatives, during normal business hours, reasonable access to the business. Notwithstanding anything books, records and other data in such Party’s possession with respect to the contrary in this AgreementBusiness, Seller the Acquired Assets and the Sold Companies shall not be Assumed Liabilities with respect to periods prior to the Closing, and the right to make copies and extracts therefrom at its expense, to the extent such access is reasonably required to disclose by the requesting Party for 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; proper business purpose, provided, however, that Seller shall only be required to afford Buyer access to records with respect to Taxes if such records are reasonably requested by the Buyer and such records are separable, without undue burden and expense, from the books, records and other data relating to any other business of Seller and such records do not relate to income Taxes. Without limitation, after the Closing, each Party shall cause make available to the Sold Companies toother Party, take commercially reasonable efforts as reasonably requested, and to obtain any Governmental Entity that is legally permitted to receive the following pursuant to its subpoena power or its equivalent, all books, records and other data relating to Property Tax liabilities or potential Property Tax liabilities with respect to the Business, the Acquired Assets and the Assumed Liabilities for all periods prior to or including the Closing Date and, in the case of Seller, separable without undue burden and expense from the books, records and other data relating to any other business of Seller. The Parties agree to preserve Books and Records with respect to Property Taxes pertinent to the Business, the Acquired Assets and the Assumed Liabilities until six years following the Closing Date; provided, that Seller shall not be required to make available any items that are not separable without material burden and expense from the properties, assets, books and records, documents and data relating to any other businesses of Seller. Subject to the previous sentence, each Party agrees, for a waiver period of six years after the Closing Date, not to destroy or otherwise dispose of any of the books, records or other data described in this Section 4.1 without first offering in writing to surrender such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything books, records and other data to the contrary contained hereinother Party, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) Buyer and its Representatives shall not contact or communicate with the employees, customers, suppliers, independent contractors, landlords, lessors, banks and or which 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 consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer Party shall have no right 10 calendar days after such offer to perform invasive or subsurface investigations of agree in writing to take possession thereof. (c) This Section 4.1 does not apply to the properties or facilities of the Sold Companies without the prior written consent of SellerDebt Financing, which is instead governed by Section 4.11.

Access. During a) From the Pre-Closing Period and date hereof to the Closing, subject to any applicable Law Requirement of Law, Sellers will permit Buyers and Section 5.11(b)their representatives to have reasonable access, Seller shall, and shall cause the Sold Companies to, afford to Buyer and its authorized Representatives, reasonable access during normal regular business hours and upon prior reasonable written notice to Selleradvance notice, to the officers, Acquired Companies’ and GE User’s properties, premises, facilities, information technology systems, employees and representatives and books and records of to the Sold Companies as Buyer reasonably requests in connection with its efforts extent related to consummate the transactions contemplated by this Agreement; providedAgreement and the Related Agreements, provided that such access does not interfere with is reasonably necessary for Buyers to complete the normal business operations of Seller transactions contemplated by this Agreement or to conduct the Sold Companies. In connection with any such access, Buyer and its Representatives 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 Business as contemplated by this Agreement; and provided, Seller and the Sold Companies further, that Buyers shall not be required entitled to disclose access to any confidential information respecting Sellers’ or its Affiliates’ clients, any information subject to confidentiality duties to third parties, whether by law or agreement. To the extent any information reasonably requested by Buyers is unavailable as the result of the foregoing proviso, then the Parties shall cooperate to provide alternative information or comfort to Buyer if respecting 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 information. Each Seller shall direct its and the Acquired Companies’ respective employees, agents and representatives and shall cause the Sold Companies toemployees, take commercially reasonable efforts agents and representatives of its applicable Affiliates, to obtain a waiver of any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) cooperate reasonably with Buyer and its Representatives representatives. Without limiting the foregoing, from the date hereof until the Closing Date, Buyers 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 herebyconduct, without the prior written consent of Seller the Sellers, any environmental investigation at the Leased Real Property, and in no event may any environmental investigation include any sampling or other intrusive investigation of air, surface water, ground water, soil or anything else at or in connection with any Real Property, except as may be required by the Sublease. b) Following the Closing, subject to any applicable Requirement of Law, Sellers will permit Buyers and their Affiliates and their respective representatives and advisors (such consent not to be unreasonably withheld, conditioned or delayedincluding attorneys and accountants), and Buyers will permit Sellers and their Affiliates and their respective representatives and advisors (including attorneys and accountants) to have reasonable access (including to examine and make copies of, as applicable), during regular business hours and upon reasonable advance notice, to any books and records and personnel relating to the Business or either of the Acquired Companies or GE User which were retained by either of Sellers or their Affiliates where the requesting entity is a Buyer or Affiliate of Buyer, or held by a Buyer or an Affiliate of Buyer where the requesting entity is a Seller or Affiliate of Seller, as well as to each of the Acquired Companies’ corporate records, for any reasonable purpose relating to the Business, including in connection with (i) the preparation of the Revised Net Investment Statement and any dispute in connection therewith, (ii) Buyer shall have no right the preparation of Buyer’s accounting records or audits, (iii) any suit, claim, action, proceeding or investigation relating to perform invasive or subsurface investigations referring to the Business or each of the properties Acquired Companies in any manner (whether or facilities not either Acquired Company is a party to such suit, claim, action, proceeding or investigation), (iv) any regulatory filing or matter or (v) any other bona fide legal or business purpose of Buyer; provided, however, that Buyers shall not be entitled to access to any confidential information respecting Sellers’ or its Affiliates’ clients, any information subject to confidentiality duties to third parties, whether by law or agreement. To the extent any information reasonably requested by Buyers is unavailable as the result of the Sold Companies without foregoing proviso, then the Parties shall cooperate to provide alternative information or comfort to Buyer respecting such information. c) Following the Closing, the Parties shall, upon written request, use reasonable efforts promptly to make available to each other, their and their Affiliates’ respective representatives (including legal counsel) for fact finding, consultation and interviews and as witnesses or other participants to the extent that any such Person may reasonably be required in connection with any action, suit, proceeding, claim, arbitration, litigation, or formal or informal regulatory proceeding or inquiry, in which the requesting party may from time to time be involved relating to or referring in any manner to the Business, either Acquired Company (whether or not such Acquired Company is a party to such matter) as such businesses were conducted prior written consent to the Closing (and the Parties will cause such representatives to cooperate with the requesting party to produce (and provide copies or extracts thereof), subject to and in accordance with this Section, such books and records (including corporate and related records) as are reasonably required in connection with such matters). Except as otherwise agreed between the Parties, the Parties agree to reimburse each other for reasonable out-of-pocket expenses incurred by the other in connection with providing individuals, witnesses and/or books and records pursuant to this Section. d) Until the Closing, the Parties promptly shall notify each other in writing of Sellerany fact, change, condition, circumstance or occurrence or nonoccurrence of any event of which it is aware that will or is reasonably likely to result in any of the conditions becoming incapable of being satisfied or that will or is reasonably likely to result in a claim for indemnification. e) Nothing in this Contract limits GE User and BAC’s ability and rights to use and have access to the areas subleased or to be subleased to them or to be allocated to them under other contractual arrangements in accordance with the terms thereof.

Access. During (a) The Seller shall permit representatives of the Pre-Closing Period and subject Buyer to applicable Law and Section 5.11(b)have access (at reasonable times, Seller shall, and shall cause the Sold Companies to, afford to Buyer and its authorized Representatives, on reasonable access during normal business hours and upon prior reasonable written notice and in a manner so as not to Seller, to the officers, properties, books and records of the 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 the Product Operations) to the premises, properties, financial and accounting records, contracts, personnel (including assistance of senior management of the Seller or and persons who provided diligence information to the Sold Companies. In Buyer) and other records and documents of the Seller pertaining to the Product Operations, including such additional information relating to the Delatestryl® Product, the Product Operations and the Acquired Assets as Buyer may from time to time reasonably request and in connection with services to be provided under the Transition Services Agreement. Without limiting the generality of the foregoing, Seller shall provide, to the extent Seller has such information in its possession, the information requested by Buyer in order to enable Buyer to comply with reporting and other requirements of Governmental Authorities, including all data required for calculating Medicaid AMP, PHS 340B Price, FSS Price for 2006, FSS 2006 nonFAMP, FSS Price for 2007 (uses data for the fourth quarter of 2005), rebates and ASP, including the information listed on Schedule 5.3(a). Notwithstanding the foregoing, the Seller shall not be obligated (i) to provide any information, documents or access to any representative of the Buyer unless the Buyer is responsible, pursuant to the terms of the Reciprocal Confidentiality and Nondisclosure Agreement dated as of September 7, 2005 between the Buyer and the Seller (the “Confidentiality Agreement”), for the use and disclosure of any information obtained by such accessPerson from the Seller, or such Person enters into a confidentiality agreement with the Seller 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 violate the provisions of any applicable laws or regulations or any confidentiality agreement to which it is a Party. Prior to the Closing, the Buyer and its Representatives 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 reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) Buyer and its Representatives representatives shall not contact or communicate with the employees, customers, suppliers, independent contractors, landlords, lessors, banks and or other business relations employees of the Sold Companies in connection withSeller, or relating in any way to, the transactions contemplated hereby, without except with the prior written consent of Seller (such the Seller, which consent shall not to be unreasonably withheld; provided, conditioned however, in the event the circumstances set forth in clauses (i) or delayed), and (ii) above are implicated, to the extent reasonably practicable, the Seller and the Buyer shall have no right use commercially reasonable efforts to perform invasive or subsurface investigations accommodate the Buyer’s access and respect all such laws, regulations, confidentiality agreements and privileges through other means (e.g., joint defense agreements, additional confidentiality agreements, etc.). (b) The Buyer and the Seller acknowledge and agree that the Confidentiality Agreement remains in full force and effect and that information provided by the Seller to the Buyer pursuant to this Agreement prior to the Closing shall be treated in accordance with the Confidentiality Agreement. If this Agreement is terminated prior to the Closing, 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 applies to Buyer and covers information relating to the Acquired Assets, shall terminate effective as of the properties or facilities of the Sold Companies without the prior written consent of SellerClosing, but shall remain in effect insofar as it applies to Seller and covers other information disclosed thereunder.

Access. During (a) The Seller shall permit representatives of the Pre-Closing Period and subject Buyer (which, for purposes of this Section 5.3 shall include representatives of any lender to applicable Law and Section 5.11(b)the Buyer) to have access (at reasonable times, Seller shall, and shall cause the Sold Companies to, afford to Buyer and its authorized Representatives, on reasonable access during normal business hours and upon prior reasonable written notice and in a manner so as not to Seller, to the officers, properties, books and records of the 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 accessProduct Line Operations) to the premises, Buyer properties, financial and its Representatives shall cooperate with accounting records, contracts, personnel (including senior management of the Seller and the Sold Companies and shall use their commercially reasonable efforts to minimize any disruption persons who provided diligence information to the businessBuyer) and other records and documents of the Seller pertaining to the Product Line Operations. Notwithstanding anything to the contrary in this Agreementforegoing, the Seller and the Sold Companies shall not be required obligated (i) to disclose provide any information, documents or access to any representative of the Buyer unless the Buyer is responsible, pursuant to the terms of the confidentiality letter agreement dated as of November 6, 2002 between the Buyer and the Seller (the "Confidentiality Agreement"), for the use and disclosure of any information obtained by such Person from the Seller, or such Person enters into a confidentiality agreement with the Seller on terms that are substantially the same as those set forth in the Confidentiality Agreement or (ii) to Buyer if such disclosure provide any information, documents or access that would be reasonably likely (A) violate the provisions of any applicable laws or regulations or any confidentiality agreement to jeopardize any which it is a Party or (B) cause the loss of the 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 reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract)respect thereto. Notwithstanding anything Prior to the contrary contained hereinClosing, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) Buyer and its Representatives representatives shall not contact or communicate with the employees, customers, suppliers, independent contractors, landlords, lessors, banks customers and or other business relations suppliers of the Sold Companies in connection withSeller, or relating in any way to, the transactions contemplated hereby, without except with the prior written consent of Seller (such the Seller, which consent shall not to be unreasonably withheld; PROVIDED, conditioned HOWEVER, in the event the circumstances set forth in clauses (A) or delayed)(B) above are implicated, to the extent reasonably practicable, the Seller and (ii) the Buyer shall have no right use commercially reasonable efforts to perform invasive or subsurface investigations accommodate the Buyer's access and respect all such laws, regulations, confidentiality agreements and privileges through other means (e.g., joint defense agreements, additional confidentiality agreements, etc.). (b) The Buyer and the Seller acknowledge and agree that the Confidentiality Agreement remains in full force and effect and that information provided by the Seller to the Buyer pursuant to this Agreement prior to the Closing shall be treated in accordance with the Confidentiality Agreement. If this Agreement is terminated prior to the Closing, 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 to the Acquired Assets, shall terminate effective as of the properties or facilities of the Sold Companies without the prior written consent of SellerClosing, but shall remain in effect insofar as it covers other information disclosed thereunder.

Access. During (a) From the Pre-Closing Period and subject to applicable Law and Section 5.11(b)Signing Date through the Closing, Seller shall, and Sellers shall cause the Sold Companies to, afford to Buyer and its authorized RepresentativesRepresentatives reasonable access, reasonable access during normal business hours and upon prior reasonable written notice in such manner as not to Sellerunreasonably interfere with normal operation of the business, to the officers, properties, books books, contracts, records and records appropriate officers and Administaff Employees of the Sold Companies Company and shall furnish such authorized Representatives with all financial and operating data and other information concerning the affairs of the Company as Buyer and such Representatives may reasonably requests request. Sellers shall have the right to have a Representative present at all times during any such inspections, interviews and examinations. Additionally, Buyer shall hold in confidence all such information on the terms and subject to the conditions contained in the Confidentiality Agreement. Notwithstanding the foregoing, Buyer shall have no right of access to, and Sellers shall have no obligation to provide to Buyer, information relating to (i) bids received from others in connection with its efforts to consummate the transactions contemplated by this AgreementAgreement (or similar transactions) and information and analyses (including financial analyses) relating to such bids; provided, that (ii) any information the disclosure of which would jeopardize any privilege available to the Company or Sellers relating to such access does not interfere with information or would cause the normal business operations Company or Sellers to breach a confidentiality obligation; or (iii) any information the disclosure of Seller or the Sold Companieswhich would result in a violation of Law. In connection with any such accessFurther, Buyer and its Representatives shall cooperate with Seller and the Sold Companies and shall use their commercially reasonable efforts have no right to minimize perform or conduct any disruption to the business. Notwithstanding anything to the contrary in this Agreementenvironmental sampling or other invasive environmental investigating on or about any property, 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 real or conflict with any confidentiality obligations to which Seller or any personal, 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 reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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 herebyCompany, without the prior written consent of Seller (such the Company, which consent shall not to be unreasonably withheld. Buyer and Sellers shall cooperate to ensure that the provision of access hereunder to Buyer and its authorized Representatives shall comply in all respects with the FERC’s Standards of Conduct for Transmission Providers set forth in 18 C.F.R. Part 37, conditioned or delayedet al. (b) The Company shall grant Buyer and its Representatives access to all Material Contracts (including all amendments), and will permit Buyer and its Representatives to make a copy of all such Material Contracts. (iic) Buyer shall have no right indemnify the Seller Indemnified Parties and their Representatives, and save them harmless, effective as and from the date hereof, from and against any claims, demands, actions, causes of action, damages, losses, costs, liabilities, or expenses that they or any of them may suffer or incur, or that may be made or brought against any of them, as a result of, in respect of, or arising out of any injury to perform invasive the person or subsurface investigations property of Buyer or its Representatives as a result of, or in connection with any site visits or inspections of the assets or properties of any Seller Indemnified Party unless caused by the willful misconduct or facilities gross negligence of the Sold Companies without Company or any Administaff Employee or other representative of the prior written consent of SellerCompany. THE INDEMNIFICATION PROVISIONS IN THIS SECTION 6.2 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.

Access. During (a) From and after the Pre-Closing Period date hereof and up to delivery of the Records to Buyer as provided in Section 8.4 (or earlier termination of this Agreement) but subject to applicable Law the other provisions of this Section 9.1 and Section 5.11(bobtaining any required consents of Third Parties, including Third Party operators of the Assets (with respect to which consents Seller shall use commercially reasonable efforts to obtain), Seller shall, and shall cause the Sold Companies to, afford to Buyer and its officers, employees, agents, accountants, attorneys, consultants and other authorized representatives (“Buyer’s Representatives”) reasonable access, reasonable during normal business hours, to the Assets and all Records and other documents in Seller’s or its Affiliates’ possession relating primarily to the Assets. If Buyer requests access during to the Assets and all Records and other documents in Seller’s or its Affiliates’ possession relating primarily to the Assets outside of normal business hours and if such access is requested by Buyer as part of Buyer’s title review process, Seller will make reasonable efforts to provide such access. Seller shall also make available to Buyer and Buyer’s Representatives, upon prior reasonable written notice during normal business hours, Seller’s and Seller’s Affiliates’ personnel knowledgeable with respect to the Assets so that Buyer may make such reasonable diligence investigation as Buyer considers reasonably necessary or appropriate. All investigations and 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 and shall be conducted so as not to interfere unreasonably with the operation of the business of Seller and shall not require Seller to waive any attorney-client privilege nor to violate any contractual obligation. In addition, Seller shall provide Buyer with access to any records and to Seller, ’s Representatives to the officersextent reasonably requested and necessary to respond to any tax audit or inquiry suggesting that Buyer is liable as successor, properties, books transferee or member of a group having joint and records of the Sold Companies as several liability for any Taxes payable by Buyer reasonably requests in connection with but allocated to Seller or its efforts to consummate the transactions contemplated by this AgreementAffiliates under Section 14.1; 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 Representatives 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 Agreementhowever, Seller and the Sold Companies shall not be required to disclose take any information action pursuant to Buyer if such disclosure this Section 9.1 which would be reasonably likely to jeopardize any result in a waiver of attorney-client privilege or conflict privilege. (b) Buyer shall be entitled to conduct a Phase I environmental property assessment with any confidentiality obligations respect to which the Assets. Seller or its designee shall have the right to accompany Buyer and Buyer’s Representatives whenever they are on site on the Assets and also to collect split test samples if any of are collected. Notwithstanding anything herein to the Sold Companies is bound; contrary, Buyer shall not have access to, and shall not be permitted to conduct any environmental due diligence (including any Phase I environmental property assessments) with respect to any Assets where Seller does not have the authority to grant access for such due diligence (provided, however, that Seller shall and shall cause the Sold Companies to, take use its commercially reasonable efforts to obtain permission from any Third Party to allow Buyer and Buyer’s Representatives such access). In the event that Buyer’s Phase I environmental property assessments identify actual or potential “recognized environmental conditions”, then Buyer may request Seller’s permission to conduct additional Phase II environmental property assessments to further assess such conditions. Any sampling, boring, drilling or other invasive investigation activities shall be considered “Phase II” activities. The additional Phase II environmental property assessment procedures relating to any additional investigation shall be submitted to Seller in a waiver Phase II environmental property assessment plan, which shall include a written description of the proposed scope of the Phase II assessment, including a description of the activities to be conducted, and a description of the approximate location and expected timing of such activities. Seller may, in its sole discretion, approve said Phase II environmental property assessment plan, in whole or in part, and Buyer shall not have the right to conduct any activities set forth in such plan until such time that Seller has approved such plan in writing. Any such approved Phase II environmental property assessment plan shall be conducted by a reputable environmental consulting or engineering firm, approved in advance by Seller (such approval not to be unreasonably withheld or delayed) and, once approved, such environmental consulting or engineering firm shall be deemed to be a “Buyer’s Representative,” and any such assessment shall be performed in accordance with this Section 9.1 and in compliance with all Laws. If Seller denies Buyer permission to conduct additional Phase II environmental property assessments on an Asset or portion of an Asset, then Buyer may, at its sole discretion, exclude such Asset or portion thereof, in which event the Purchase Price shall be reduced by an amount equal to the Allocated Value of such Asset or portion thereof. (c) Buyer shall coordinate any environmental property assessments and physical inspections of the Assets with Seller and all applicable Third Party operators to minimize any inconvenience to or interruption of the conduct of business by Seller or such Third Party operators. 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 defends, indemnifies and holds harmless each of the operators of the Assets and Seller Indemnified Parties from and against any and all personal injury or property damage actually resulting from the access permitted pursuant to this Section 9.1 and the related 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 A MEMBER OF SELLER INDEMNIFIED PARTIES, EXCEPTING ONLY LIABILITIES ACTUALLY RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A MEMBER OF THE SELLER INDEMNIFIED PARTIES. (d) Buyer will promptly provide a copy of any such confidentiality obligations upon final environmental report prepared by any Third Party environmental consultant to Seller. Seller shall not be deemed by its receipt of said documents or otherwise as a result of Buyer’s reasonable prior written request (environmental assessment process to have made any representation or warranty, expressed, implied or statutory, as to the condition of the Assets or to the accuracy of said documents or the information contained therein, it being understood that such commercially reasonable efforts Seller’s only representations or warranties with respect to environmental matters shall not require be those set forth in Section 4.16 of this Agreement. (e) Upon completion of Buyer’s due diligence, Buyer shall at its sole cost and expense and without any of cost or expense to Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Periodits Affiliates, (i) Buyer and its Representatives shall not contact or communicate with repair all damage done to the employees, customers, suppliers, independent contractors, landlords, lessors, banks and or other business relations of the Sold Companies Assets in connection with, with Buyer’s due diligence in a manner that restores the Assets to the approximate same or relating in any way to, the transactions contemplated hereby, without the better condition existing prior written consent to commencement of Seller (such consent not to be unreasonably withheld, conditioned or delayed), Buyer’s due diligence and (ii) remove all equipment, tools or other property brought onto the Assets in connection with Buyer’s due diligence. Any damage to the Assets (including the leasehold associated therewith) resulting from Buyer’s due diligence will be promptly corrected by Buyer. (f) Buyer and Seller agree that any environmental consultant retained by Buyer, as a condition to its entry onto any of the Assets, shall have no obtain insurance coverage for general liability in an amount not less than $1,000,000 per occurrence and hold professional liability insurance. If the environmental consultant or Buyer fails to provide Seller with evidence of such insurance, Seller may deny the environmental consultant the right to perform invasive or subsurface investigations of enter upon the properties or facilities of the Sold Companies without the prior written consent of SellerAssets.

Access. During the period from the date of this Agreement through the earlier of the Effective Time or the termination of this Agreement pursuant to Section 10.1 (Termination) (the “Pre-Closing Period and subject to applicable Law and Section 5.11(bPeriod”), Seller shalland upon reasonable advance notice to the Company, the Company shall (a) provide Parent and shall cause the Sold Companies to, afford to Buyer and its authorized Representatives, Parent’s Representatives with reasonable access during normal business hours and upon prior reasonable written notice to Seller, to the officersCompany’s personnel, facilities, properties, books the existing books, records, Contracts, Company Tax Returns, Company Plans, work papers and records other documents and information relating to the Company for the purpose of enabling Parent to verify the accuracy of the Sold Companies Company’s representations and warranties contained in this Agreement or as Buyer Parent may otherwise reasonably requests in connection request and (b) promptly provide Parent and Parent’s Representatives with its efforts to consummate all reasonably requested information regarding the transactions contemplated by this Agreement; providedbusiness of the Company, that such access does not interfere with including copies of the normal business operations of Seller or the Sold Companies. In connection with any such accessexisting books, Buyer records, Contracts, Company Tax Returns, Company Plans, work papers and its Representatives shall cooperate with Seller other documents and the Sold Companies and shall use their commercially reasonable efforts to minimize any disruption information relating to the business. Notwithstanding anything to the contrary Company, in this Agreementeach of cases (a) and (b), Seller and the Sold Companies shall not be required to disclose any information to Buyer if such disclosure would be as Parent may reasonably likely to jeopardize any attorney-client privilege or conflict with any confidentiality obligations to which Seller or any of the Sold Companies is boundrequest; provided, however, that Seller any such access shall be conducted at Parent’s expense and in such a manner as to maintain compliance with the confidentiality provisions of this Agreement and of the Contemplated Transactions in accordance with the terms hereof and thereof and not to unduly and materially interfere with the normal operation of the business of the Company. Nothing herein shall cause require the Sold Companies toCompany to disclose any information to Parent if such disclosure would, take in the Company’s reasonable judgment (based on the advice of outside counsel) (a) waive any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not result in the loss of such privilege, including disclosing information subject to execution of a joint defense agreement in customary form or limiting disclosure to external counsel for Parent) or (b) contravene any applicable Law or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company is a party, so long as the Company has used commercially reasonable efforts to obtain a waiver make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller Law, agreement or the Sold Companies to pay any consideration to any third party or amend or modify any Contractduty). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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 consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of Seller.

Access. During (a) From and after the Pre-Closing Period date hereof and up to delivery of the Records to Buyer as provided in Section 8.4 (or earlier termination of this Agreement) but subject to applicable Law the other provisions of this Section 9.1 and Section 5.11(bobtaining any required consents of Third Parties, including Third Party operators of the Assets (with respect to which consents Seller shall use commercially reasonable efforts to obtain), Seller shall, and shall cause the Sold Companies to, afford to Buyer and its officers, employees, agents, accountants, attorneys, consultants and other authorized representatives (“Buyer’s Representatives”) reasonable access, reasonable access during normal business hours and upon prior reasonable written notice to Sellerhours, to the officersAssets and all Records and other documents in Seller’s or its Affiliates’ possession relating primarily to the Assets. Seller shall also make available to Buyer and Buyer’s Representatives, propertiesupon reasonable notice during normal business hours, books Seller’s and records Seller’s Affiliates’ personnel knowledgeable with respect to the Assets so that Buyer may make such reasonable diligence investigation as Buyer considers reasonably necessary or appropriate. All investigations and 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 and shall be conducted so as not to interfere unreasonably with the operation of the Sold Companies business of Seller and shall not require Seller to waive any attorney-client privilege nor to violate any contractual obligation. In addition, Seller shall provide Buyer with access to any records and to Seller’s Representatives to the extent reasonably requested and necessary to respond to any tax audit or inquiry suggesting that Buyer is liable as successor, transferee or member of a group having joint and several liability for any Taxes payable by Buyer reasonably requests in connection with but allocated to Seller or its efforts to consummate the transactions contemplated by this AgreementAffiliates under Section 14.1; 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 Representatives 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 Agreementhowever, Seller and the Sold Companies shall not be required to disclose take any information action pursuant to Buyer if such disclosure this Section 9.1 which would be reasonably likely to jeopardize any result in a waiver of attorney-client privilege or conflict privilege. (b) Buyer shall be entitled to conduct a Phase I environmental property assessment with any confidentiality obligations respect to which the Assets. Seller or its designee shall have the right to accompany Buyer and Buyer’s Representatives whenever they are on site on the Assets and also to collect split test samples if any of are collected. Notwithstanding anything herein to the Sold Companies is bound; contrary, Buyer shall not have access to, and shall not be permitted to conduct any environmental due diligence (including any Phase I environmental property assessments) with respect to any Assets where Seller does not have the authority to grant access for such due diligence (provided, however, that Seller shall and shall cause the Sold Companies to, take use its commercially reasonable efforts to obtain permission from any Third Party to allow Buyer and Buyer’s Representatives such access). In the event that Buyer’s Phase I environmental property assessments identify actual or potential “recognized environmental conditions”, then Buyer may request Seller’s permission to conduct additional Phase II environmental property assessments to further assess such conditions. Any sampling, boring, drilling or other invasive investigation activities shall be considered “Phase II” activities. The additional Phase II environmental property assessment procedures relating to any additional investigation shall be submitted to Seller in a waiver Phase II environmental property assessment plan, which shall include a written description of the proposed scope of the Phase II assessment, including a description of the activities to be conducted, and a description of the approximate location and expected timing of such activities. Seller may, in its sole discretion, approve said Phase II environmental property assessment plan, in whole or in part, and Buyer shall not have the right to conduct any activities set forth in such plan until such time that Seller has approved such plan in writing. Any such approved Phase II environmental property assessment plan shall be conducted by a reputable environmental consulting or engineering firm, approved in advance by Seller (such approval not to be unreasonably withheld or delayed) and, once approved, such environmental consulting or engineering firm shall be deemed to be a “Buyer’s Representative,” and any such assessment shall be performed in accordance with this Section 9.1 and in compliance with all Laws. (c) Buyer shall coordinate any environmental property assessments and physical inspections of the Assets with Seller and all applicable Third Party operators to minimize any inconvenience to or interruption of the conduct of business by Seller or such Third Party operators. 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 defends, indemnifies and holds harmless each of the operators of the Assets and Seller Indemnified Parties from and against any and all personal injury or property damage actually resulting from the access permitted pursuant to this Section 9.1 and the related 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 A MEMBER OF SELLER INDEMNIFIED PARTIES, EXCEPTING ONLY LIABILITIES ACTUALLY RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A MEMBER OF SELLER INDEMNIFIED PARTIES. (d) Buyer will promptly provide a copy of any such confidentiality obligations upon final environmental report prepared by any Third Party environmental consultant to Seller. Seller shall not be deemed by its receipt of said documents or otherwise as a result of Buyer’s reasonable prior written request (environmental assessment process to have made any representation or warranty, expressed, implied or statutory, as to the condition of the Assets or to the accuracy of said documents or the information contained therein, it being understood that such commercially reasonable efforts Seller’s only representations or warranties with respect to environmental matters shall not require be those set forth in Section 4.16 of this Agreement. (e) Upon completion of Buyer’s due diligence, Buyer shall at its sole cost and expense and without any of cost or expense to Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Periodits Affiliates, (i) Buyer and its Representatives shall not contact or communicate with repair all damage done to the employees, customers, suppliers, independent contractors, landlords, lessors, banks and or other business relations of the Sold Companies Assets in connection with, with Buyer’s due diligence in a manner that restores the Assets to the approximate same or relating in any way to, the transactions contemplated hereby, without the better condition existing prior written consent to commencement of Seller (such consent not to be unreasonably withheld, conditioned or delayed), Buyer’s due diligence and (ii) remove all equipment, tools or other property brought onto the Assets in connection with Buyer’s due diligence. Any damage to the Assets (including the leasehold associated therewith) resulting from Buyer’s due diligence will be promptly corrected by Buyer. (f) Buyer and Seller agree that the environmental consultant, as a condition to its entry onto any of the Assets, shall have no obtain insurance coverage for general liability in an amount not less than $3,000,000 per occurrence and hold professional liability insurance. If the environmental consultant or Buyer fails to provide Seller with evidence of such insurance, Seller may deny the environmental consultant the right to perform invasive or subsurface investigations of enter upon the properties or facilities of the Sold Companies without the prior written consent of SellerAssets.

Access. During Upon reasonable advance written notice, the Pre-Closing Period and subject to applicable Law and Section 5.11(b)Company shall afford Parent’s Representatives reasonable access, Seller shall, and shall cause the Sold Companies to, afford to Buyer and its authorized Representatives, reasonable access during normal business hours and upon throughout the period prior reasonable written notice to Sellerthe Effective Time, to the officersCompany Properties and the Acquired Companies’ offices, propertiesplants, facilities, personnel, Tax Returns and books and records of the Sold Companies records, and such other information concerning their respective businesses, properties and personnel as Buyer Parent may reasonably requests in connection with its efforts to consummate the transactions contemplated by this Agreementrequest; provided, however, 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 Representatives 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 Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information, that in the reasonable judgment of the Company could: (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 (provided that the Company shall use commercially reasonable efforts to secure the consent of any third party or enter into a joint defense agreement if necessary to permit the disclosure of applicable information to Buyer if such disclosure would be reasonably likely to Parent and its Representatives); (c) jeopardize any protections afforded the Company under the attorney-client privilege or conflict the attorney work product doctrine; (d) violate any Laws; or (e) materially interfere with the conduct of the Acquired Companies’ business; provided, further, however, that in such instances the Company shall inform Parent of the general nature of the information being withheld and, upon Parent’s request, reasonably cooperate with Parent to provide such information, in whole or in part, in a manner that would not result in any confidentiality of the outcomes described in the foregoing clauses (a) through (e). No investigation pursuant to this Section 5.4 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to which Seller this Section 5.4 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, Parent and Acquisition Sub shall not, and shall cause their respective Representatives not to, contact any tenant, supplier or partner of the Company in connection with the Merger 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 reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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, by this Agreement without the Company’s prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer Parent and Acquisition Sub acknowledge and agree that any such contact shall have no right to perform invasive or subsurface investigations be arranged by and with a Representative of the properties or facilities Company participating. All information obtained by Parent and its Representatives pursuant to this Section 5.4 shall be treated as “Evaluation Material” (as defined in the Confidentiality Agreement) of the Sold Acquired Companies without for purposes of, the prior written consent of SellerConfidentiality Agreement.

Access. During (a) From and after the Pre-Closing Period Closing, Buyer agrees to cooperate with and subject to applicable Law and Section 5.11(b), grant to each Seller shall, and shall cause the Sold Companies to, afford to Buyer Party and its authorized RepresentativesAffiliates and their respective officers, employees, attorneys, accountants, representatives and agents, during normal business hours, reasonable access during normal business hours and upon prior reasonable written notice to Seller, to the officers, properties, books information and records of relating to the Sold Companies as Transferred Assets received by Buyer reasonably requests in connection with its efforts to consummate the transactions contemplated by this AgreementAgreement and to permit copying of documents and records for the purposes of (i) any financial reporting or Tax matters (including without limitation any financial and Tax audits, Tax contests, Tax examination, preparation for any Returns or financial records); provided, (ii) 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 use commercially reasonable efforts to ensure that such its access does to and requests for records and documents pursuant to this Section 9.6 (Access) are conducted so as not to interfere with the normal business operations and ordinary operation of Seller Buyer’s business. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (b) Buyer agrees to retain or cause to be retained all books and records pertinent to the Sold Companies. In connection with any such access, Buyer and its Representatives shall cooperate with Seller Transferred Assets and the Sold Companies and shall use their commercially reasonable efforts Licensed Know-How for at least [***] after the Closing Date. If Buyer desires 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 dispose of 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 reasonable Transferred Records prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained hereinexpiration of such [***] period, except Buyer shall, prior to such disposition, give Seller Parties a reasonable opportunity, at Seller Parties’ expense, to separate and remove such Transferred Records as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) Buyer and its Representatives Seller Parties 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 consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of Sellerselect.

Access. During After the Pre-Closing Period and subject to applicable Law and Section 5.11(b)Effective Date, Seller shall, upon reasonable notice and shall cause at reasonable times, make the Sold Companies to, afford Property available to Buyer Purchaser and its authorized Representativesagents, reasonable access during normal business hours employees, consultants and upon prior reasonable written representatives for such inspections and tests as Purchaser deems appropriate (subject to the last sentence of Section 4.1), at Purchaser’s sole cost and expense. Purchaser shall provide notice to SellerSeller at least two (2) Business Days prior to any entry onto the Property by Purchaser or Purchaser’s agents, employees, consultants or representatives; in the event that Seller has consented to any Environmental Testing pursuant to the officerslast sentence of Section 4.1 above, properties, books Purchaser shall provide notice to Seller at least three (3) Business Days prior to any entry to perform such permitted Environmental Testing. Seller shall have the right to have a representative present during all or any of Purchaser’s inspections and records of the 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 Companiestests. In connection with any such access, Buyer and its Representatives shall cooperate with Seller and the Sold Companies and shall Purchaser will use their commercially reasonable efforts to minimize interference with Seller’s operations at the Property and the rights of the tenant of the Property, and Purchaser will promptly restore any disruption physical damage caused to the businessProperty by Purchaser’s entry on the Property for inspection purposes at Purchaser’s sole cost and expense, reasonable wear and tear excepted. Notwithstanding anything to the contrary in this Agreement, Seller and the Sold Companies Purchaser shall not alter or disturb the Property in any manner and Purchaser shall not permit any mechanics’ liens to 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 filed against all or any part of the Sold Companies is bound; providedProperty. In the event Purchaser discovers any matter during the course of its investigations and tests which may be reportable under applicable law, howeverPurchaser acknowledges and agrees that it shall not undertake any such reporting (unless required by law), that but shall notify Seller shall and shall cause the Sold Companies to, take commercially reasonable efforts to obtain a waiver immediately of any such confidentiality obligations upon Buyerdiscovery. Seller’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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 shall be required prior to any interviews of Seller (such consent not to be unreasonably withheldthe tenant of the Property by Purchaser or its agents, conditioned or delayed)employees, consultants and representatives, and (ii) Buyer Seller shall have no the right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of Sellerhave a representative present during all tenant interviews.

Access. During For the Pre-period from the date hereof through the Closing Period and subject to applicable Law and Section 5.11(b(the "Interim Period"), Seller shall, and shall grant to Buyer or cause the Sold Companies to, afford to be granted to Buyer and its authorized Representativesrepresentatives, financing sources, employees, counsel and accountants reasonable access access, during normal business hours and upon prior reasonable written notice to Sellernotice, to the officerspersonnel, properties, books and records of Seller relating to the Sold Companies as Buyer reasonably requests in connection with its efforts transition of the Business to consummate the transactions contemplated by this AgreementBuyer; provided, however, that such access does not unreasonably interfere with the normal business operations of Seller or the Sold CompaniesBusiness; and provided further, that all requests for access shall be directed to ▇▇▇▇▇▇▇ ▇. In connection with any ▇▇▇▇▇▇ (Vice President, Mergers and Acquisitions of Seller), or such access, Buyer and its Representatives shall cooperate with other person as Seller and the Sold Companies and shall use their commercially reasonable efforts may designate from time to minimize any disruption to the businesstime. 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 reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any ContractSection 5(a). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) Interim Period Buyer and its Representatives shall not contact or communicate with the employees, any customers, suppliers, independent contractors, landlords, lessors, banks and suppliers or other business relations distributors of the Sold Companies Business without Seller's prior written consent. Buyer shall indemnify and hold Seller and its affiliates, officers, shareholders, directors and employees harmless against any and all Losses suffered or incurred by Seller and any of its affiliates, officers, shareholders, directors and employees for personal injury or property damage arising out of or with respect to Buyer's or its representatives', agents', financing sources' or employees' exercise of Buyer's rights to reasonable access under this Section 5(a). Notwithstanding any provision in connection withthis Agreement to the contrary, or relating in any way to, Buyer's obligations under this Section 5(a) shall survive the termination of this Agreement and the consummation of the transactions contemplated hereby, without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of Seller.

Access. During 3. From the Pre-date hereof until the Closing Period Date, the Sellers shall (%4) give Buyer, its counsel, auditors and other authorized Representatives (including the Financing Sources and their respective legal, financial and accounting advisors), subject to applicable Law and Section 5.11(b), Seller shall, and shall cause the Sold Companies to, afford to Buyer and its authorized Representativesterms of the Confidentiality Agreement, reasonable access during normal business hours and upon prior reasonable written notice to Seller, Working Hours to the officers, properties, offices and properties and to copies of books and records records, of the Sold Sellers, the Companies and the Business; (%4) furnish to Buyer, its counsel, auditors and other authorized Representatives (including the Financing Sources and their respective legal, financial and accounting advisors) subject to the terms of the Confidentiality Agreement, such financial and operating data and any other information relating to the Business as such Persons may reasonably request; and (%4) instruct and make available the employees and counsel of the Companies to cooperate with Buyer reasonably requests in connection with its efforts investigation of the Business. Any investigation pursuant to consummate the transactions contemplated by this Agreement; provided, that Section 5.04 shall be conducted in such access does manner as not to interfere unreasonably with the normal business operations conduct of Seller or the Sold Companies. In connection with any such access, Buyer and its Representatives shall cooperate with Seller and the Sold Companies and shall use their commercially reasonable efforts to minimize any disruption to the businessBusiness. Notwithstanding anything to the contrary in this Agreementforegoing, Seller and (%5) the Sold Companies Sellers shall not be required to provide or cause to be provided access to or disclose any or cause to be disclosed information to Buyer if where such access or disclosure would be reasonably likely to jeopardize any the attorney-client privilege privilege, contravene any Applicable Law or conflict with contravene any confidentiality obligations to which Seller undertaking; provided that the Sellers shall promptly notify Buyer that it is withholding such access or any of the Sold Companies is bound; provided, however, that Seller information and thereafter shall cooperate with Buyer and shall cause the Sold Companies to, take use commercially reasonable efforts to obtain a waiver of any cause such confidentiality obligations upon access or information to be provided to Buyer or Buyer’s reasonable Representatives in a manner that would not reasonably be expected to jeopardize attorney-client privilege, contravene any Applicable Law or confidentiality undertaking; and (%5) prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained hereinClosing Date, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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 consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform or cause to be performed any invasive or subsurface investigations of the properties or facilities of the Sold Business, including any sampling or testing of the air, soil, surface water, groundwater, building materials or other environmental media. (a) On and after the Closing Date, Buyer will, and will cause the Companies to, and Parent will cause its Subsidiaries to, (1) maintain the books and records relating to the Business for a period of eight years; (1) upon reasonable written notice and during Working Hours, afford to the other party and its counsel, auditors and other authorized Representatives reasonable access to (A) properties, copies of books and records relating to the Business for the period prior to Closing and (B) employees of such party, in each case to the extent necessary to permit the other party to perform or satisfy any legal, accounting or regulatory obligation relating to any period on or before the Closing Date. Any investigation pursuant to this Section 5.04 shall be conducted in such manner as not to interfere unreasonably with the conduct of either party. Notwithstanding the foregoing, neither party shall be required to provide or cause to be provided access to or disclose or cause to be disclosed information where such access or disclosure would jeopardize the attorney-client privilege, contravene any Applicable Law or contravene any confidentiality undertaking; provided that each party shall promptly notify the other party that it is withholding such access or information and thereafter shall cooperate with the other party and use commercially reasonable efforts to cause such access or information to be provided to the other party or the other party’s Representatives in a manner that would not reasonably be expected to jeopardize attorney-client privilege, contravene any Applicable Law or confidentiality undertaking. (b) On or prior to the Closing, or reasonably promptly thereafter, the Sellers shall, and shall cause its respective Affiliates to, use reasonable best efforts to deliver the books and records of the Business to Buyer. (c) From the date hereof until the Closing Date, without the Sellers’ prior written consent consent, Buyer shall not, and shall cause its Affiliates not to, contact any customers, vendors or suppliers of, or other third parties having business relationships with, the Business, other than in the ordinary course of SellerBuyer’s or its Affiliates’ businesses where such contact does not relate to the Business, this Agreement or any other Transaction Agreement or the transactions contemplated hereby or thereby and is in any event conducted in compliance with the terms of the Confidentiality Agreement.

Access. During (a) From the Pre-date hereof until the Closing Period Date, upon reasonable notice, the Sellers shall afford the Buyer and subject its Representatives reasonable access to applicable Law each Acquired Companies’ (and Section 5.11(b)Sellers’ in respect of the Acquired Business) properties, Seller shalloffices, plants and other facilities, books and records, and shall cause furnish the Sold Companies toBuyer with such financial, afford to operating and other data and information as the Buyer and its authorized Representativesmay reasonably request; provided, reasonable however, that any such access or furnishing of information shall be conducted, during normal business hours and upon prior reasonable written notice hours, under the supervision of such Acquired Companies’ or Sellers’ personnel, in such a manner as not unreasonably to Seller, to the officers, properties, books and records of the 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 such Acquired Company or the Sold Companies. In connection with any such access, Buyer and its Representatives shall cooperate with Seller and the Sold Companies and Buyer shall use their commercially reimburse the Sellers for reasonable efforts to minimize any disruption out-of-pocket expenses incurred by the Sellers in providing such information. In furtherance of the foregoing, to the fullest extent permitted under applicable Law, not later than five (5) Business Days from the date hereof, ARC shall appoint four (4) individuals with knowledge of, and experience in, the operations and affairs of the Acquired Business and the Buyer shall appoint three (3) employees with responsibility for overseeing the operational integration of the Acquired Business with the Buyer’s business, to comprise a transition team that shall meet on a regular basis to discuss and implement reasonable steps necessary to achieve an orderly integration of the Acquired Business with the Buyer as of the Closing. Notwithstanding anything to the contrary in this Agreement, no Seller and the Sold Companies shall not be required to disclose any information to the Buyer or its Representatives if such disclosure would would, in such Seller’s good faith determination, reasonably be reasonably likely to jeopardize expected to, (1) waive any attorney-client or other legal privilege or conflict with (2) contravene any confidentiality obligations applicable Laws, fiduciary duty or binding agreement entered into prior to which Seller or any of the Sold Companies is bounddate hereof; provided, however, that Seller the Sellers shall inform the Buyer when information is withheld pursuant to this sentence and the Parties shall cause the Sold Companies to, take use commercially reasonable efforts to obtain permit such disclosure in a waiver manner consistent with the preservation of any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that privilege or in compliance with any such commercially reasonable efforts shall not require applicable Law, duty or agreement. No investigation or information provided or received by the Buyer or its Representatives pursuant to this Section 5.4 or otherwise will affect any of Seller the representations or warranties of the Sold Companies to pay any consideration to any third party or amend or modify any Contract)Sellers contained in this Agreement. Notwithstanding anything else in this agreement, including in this Section 5.4, prior to the contrary contained hereinClosing the Buyer shall not be permitted to market, except as hold open for sale or otherwise expressly discuss with any other parties the sale or other disposition of any of the Acquired Properties or the Acquired Assets; provided in Section 5.6that, during prior to the Pre-Closing PeriodClosing, the Buyer shall be permitted to market, hold open for sale or otherwise discuss with other parties the sale or other disposition of (i) the properties listed in Section 5.4(a)(i) of the Buyer Disclosure Letter and its Representatives shall not contact or communicate (ii) 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 ARC (such consent not to be unreasonably withheld, conditioned withheld or delayed), any 20 of the properties listed in Section 5.4(a)(ii) of the Buyer Disclosure Letter. (b) In order to facilitate the resolution of any claims made against or incurred by the Sellers (as it relates to the Acquired Business), for a period of seven (7) years after the Closing, the Buyer shall (i) retain the books and records relating to the Acquired Business relating to periods prior to the Closing and (ii) afford the Representatives of the Sellers reasonable access (including the right to make, at the Sellers’ expense, photocopies), during normal business hours, to such books and records; provided, however, that the Buyer shall have no notify the Sellers in writing at least thirty (30) days in advance of destroying any such books and records prior to the seventh (7th) anniversary of the Closing Date in order to provide the Sellers the opportunity to copy (at the Sellers’ expense) such books and records in accordance with this Section 5.4. (c) In order to facilitate the resolution of any claims made against or incurred by the Buyer, for a period of seven (7) years after the Closing, the Sellers shall (i) retain the books and records relating to the Acquired Business relating to periods prior to the Closing and (ii) afford the Representatives of the Buyer reasonable access (including the right to perform invasive or subsurface investigations make, at the Sellers’ expense, photocopies), during normal business hours, to such books and records; provided, however, that the Sellers shall notify the Buyer in writing at least thirty (30) days in advance of destroying any such books and records prior to the seventh (7th) anniversary of the properties or facilities of Closing Date in order to provide the Sold Companies without Buyer the prior written consent of Selleropportunity to copy (at the Buyer’s expense) such books and records in accordance with this Section 5.4.

Access. During From the Pre-Effective Date until the earlier of the Closing Period and or the termination of this Agreement pursuant to Section 11.01, subject to suitable protections to ensure compliance with all applicable Law antitrust and Section 5.11(b)competition Laws, Seller shallthe Buyer or, in the Sellers’ reasonable discretion where necessary to comply with such applicable antitrust and competition Laws, the Buyer’s external legal counsel on an external counsel only basis, shall cause the Sold Companies to(a) have access upon reasonable advance written notice, afford to Buyer and its authorized Representatives, reasonable access during normal business hours and upon prior reasonable written notice to Sellerhours, to the offices, employees (including for the purpose of hiring interviews), officers, representatives, and other personnel, properties, Business Purchased Assets, books and records of the Sold Companies Business and the Sellers and 3D Korea that the Buyer may reasonably request, (b) be furnished by the Sellers with true, correct and complete copies of such additional financial and operating data and other information relating to the Business or the Business Purchased Assets that is regularly prepared or received by the Sellers or 3D Korea, including any performance reports for the Business, in each case to the extent in the possession of or reasonably available to the Sellers or 3D Korea, but without any representation or warranty by the Sellers and without recourse to the Sellers, and (c) be furnished by the Sellers reasonable access to the employees of the Business and any information reasonably required for filing or obtaining any Required Consents. The Buyer’s access under this Section 6.02 shall be exercised in a manner as Buyer reasonably requests in connection with its efforts to consummate the transactions contemplated by this Agreement; provided, that such access does not unreasonably interfere with the normal business operations of Seller or the Sold Companies. In connection with any such access, Buyer and its Representatives 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 Business or any other businesses of the Sold Companies is bound; provided, however, that Seller shall and shall cause Sellers or 3D Korea. Without limiting the Sold Companies to, take commercially reasonable efforts to obtain a waiver of any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Periodforegoing, (i) Buyer the Sellers and its Representatives their Affiliates shall not contact or communicate with have the right to cause any of their employees, customersagents or representatives to accompany the Buyer during the course of any such access on the premises of any Leased Real Property, suppliers(ii) the Buyer shall observe and comply with any safety, independent contractorssecurity and other rules and regulations imposed by the owners, landlords, lessors, banks and lessors or other business relations licensors of the Sold Companies in connection withrespective facilities, or relating in which are reasonably imposed by the Sellers, while on the premises of any way toLeased Real Property, (iii) notwithstanding any of the transactions contemplated herebyother terms of this Section 6.02, without access to any Leased Real Property shall be subject to (and may be prohibited by) all of the prior written consent terms of Seller (the Assumed Lease and the Permitted Liens applicable to such consent not to be unreasonably withheld, conditioned or delayed)Leased Real Property, and (iiiv) all access, inspections and other activities of the Buyer shall have no right to perform invasive or subsurface investigations of be performed at the properties or facilities of the Sold Companies without the prior written consent of SellerBuyer’s sole cost and expense, in a good and workmanlike manner, lien-free, and in compliance with all applicable laws, rules and regulations.

Access. During Provided that Buyer is not in default of its obligations under this Agreement, then from and after the Pre-Opening of Escrow through the earlier of the termination of this Agreement or the Closing Period Date, Buyer, its agents, consultants, contractors and subject to applicable Law and Section 5.11(b)subcontractors shall have the right, Seller shall, and shall cause the Sold Companies to, afford to Buyer and its authorized Representatives, at reasonable access during normal times upon at least two (2) business hours and upon days prior reasonable written notice to Seller, subject to the officers, properties, books rights of all tenants and records occupants of the Sold Companies Property, and provided that Buyer has coordinated with Seller so as to afford Seller a reasonable opportunity to have a representative present at all such times, to enter upon the Property to conduct or make any and all non-intrusive and non-invasive inspections and Tests as may be necessary or desirable, subject to the limitations set forth below in this Paragraph 13. The scope of any analysis which requires physical sampling or any other invasive or intrusive testing of all or any part of the Property shall be subject to: (a) the prior written approval of Seller, which Seller may withhold or condition in its sole and absolute discretion, (b) Seller's receipt of written evidence that Buyer reasonably requests has procured the insurance required pursuant to this Paragraph 13, and (c) the requirement that Buyer dispose of all such test samples in accordance with applicable law and at no cost or liability to Seller. Nothing herein shall authorize any subsurface testing, boring or drilling on the Property by Buyer or its environmental consultant unless specifically approved in writing by Seller, which Seller may condition or deny in its sole and absolute discretion. Buyer shall obtain or cause its consultants to obtain (and provide evidence to Seller), at Buyer's sole cost and expense, prior to commencement of any investigative activities on the Property, a policy of commercial general liability insurance covering any and all liability of Buyer and Seller with respect to or arising out of any investigative activities. Such policy of insurance shall be from an insurance company acceptable to Seller and name Seller and the property manager as additional insureds and shall be kept and maintained in force during the term of this Agreement and so long thereafter as necessary to cover any claims of damages suffered by persons or property resulting from any acts or omissions of Buyer, Buyer's employees, agents, contractors, suppliers, consultants or other related parties. Such policy of insurance shall have liability limits of not less than Two Million Dollars ($2,000,000.00) combined single limit per occurrence for bodily injury, personal injury and property damage liability. Buyer hereby agrees promptly following the written request of Seller, to provide to Seller, a true and complete copy of all tests, reports, studies and the like generated by any vendor in connection with Buyer's inspection of the Property. Buyer shall keep all documents and information received from Seller and/or 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 Representatives shall cooperate with Seller agents and the Sold Companies results of all of its inspections, studies, investigations, analysis, reports and shall use their commercially reasonable efforts the like confidential except as required by law and except for disclosures made to minimize any disruption to Buyer's agents, consultants and employees. Buyer hereby indemnifies, defends and holds the business. Notwithstanding anything to the contrary in this AgreementProperty, Seller and their respective officers, directors, shareholders, members, participants, affiliates, employers, representatives, invitees, agents and contractors free and harmless from and against any and all claims, costs, losses, liabilities, damages or expenses arising out of or resulting from such entry by Buyer, its agents, consultants, contractors and subcontractors or Buyer's breach of its obligations under this Paragraph 13, except to the Sold Companies extent caused by Seller’s gross negligence or willful misconduct. The foregoing indemnity shall not apply to the mere discovery (without exacerbation) by Buyer (or its agents) of any pre-existing environmental or physical conditions at the Property. Additionally, Buyer shall immediately, at its sole cost and expense, repair any and all damage arising out of or resulting from such entry and any acts or omissions by Buyer, its agents, employees, consultants, contractors and subcontractors, and shall immediately, at its sole cost and expense, restore the Property to the condition that existed immediately prior to such entry by Buyer, its agents, employees, consultants, contractors and subcontractors. Furthermore, Buyer hereby agrees not to contact any tenants or other occupants of the Property nor any governmental agencies with respect to the Property without Seller's prior written consent, which Seller may withhold or condition in its sole discretion. Buyer shall keep the Property free and clear of any mechanics' liens or materialmen's liens related to Buyer's inspection and the other activities contemplated in this Paragraph 13. All of Buyer's obligations set forth in this Paragraph 13 shall survive the Close of Escrow and 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 merged with any confidentiality obligations to which Seller or any of the Sold Companies is bound; providedDeed, however, that Seller shall and shall cause survive the Sold Companies totermination of this Agreement and Escrow prior to the Close of Escrow, take commercially reasonable efforts to obtain a waiver of any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts and shall not require be limited by any provision of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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 consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of Sellerthis Agreement.

Access. During (a) From the Pre-Closing Period and subject to applicable Law and Section 5.11(b)date hereof until the Closing, Seller shall, and shall cause its ***Certain information on this page has been omitted and filed separately with the Sold Companies Commission. Confidential treatment has been requested with respect to the omitted portions. relevant Affiliates to, afford permit Buyers and their representatives to Buyer have access, during regular business hours and upon reasonable advance notice, to the assets of the Business that will be Purchased Assets or Product Inventory, in compliance with reasonable rules and regulations of Seller and any applicable Laws. Seller shall cause its and its authorized Representativesrelevant Affiliates’ employees, counsel and financial advisors to cooperate with Buyers in their investigation of the Business and Purchased Assets or Product Inventory and to furnish such information and documents relating thereto as Buyers may from time to time reasonably request. (b) Upon the request of Seller, Buyers shall at all times following the Closing, to the extent permitted by Law, grant to Seller and its representatives the right, during normal business hours, to inspect and copy the Books and Records and other documents in Buyers’ possession to the extent pertaining to the operation of the Business prior to the Closing Date for Tax purposes and in connection with Actions or Proceedings. Any such access by Seller shall not unreasonably interfere with the conduct of the business of Buyers and their Affiliates. Seller will hold, and will use reasonable access best efforts to cause its Affiliates and their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of applicable Law, all confidential documents and information concerning Buyer provided to it pursuant to this Section 8.03(b). (c) Upon the reasonable request of Buyers, Seller shall, from and after the Closing Date until the date which is [***], to the extent permitted by Law, grant to Buyers and Buyer Representatives (as defined below) the right, during normal business hours and upon prior with reasonable advance written notice to Sellernotice, to the officersinspect and copy files, propertiesdocuments, instruments, papers, books and records of (other than income Tax Returns and income Tax working papers) owned by Seller or an Affiliate relating to the Sold Companies as Buyer reasonably requests Business that are not included in connection with its efforts to consummate the transactions contemplated by this Agreement; provided, that Purchased Assets. Any such access does by Buyers shall not unreasonably interfere with the normal conduct of the business operations of Seller or the Sold Companies. In connection with any such access, Buyer and its Representatives shall cooperate with Seller Affiliates. Buyers will hold, and the Sold Companies and shall will use their commercially reasonable best efforts to minimize any disruption cause their Affiliates and their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents (“Buyer Representatives”) to the business. Notwithstanding anything to the contrary hold, in this Agreementconfidence, Seller and the Sold Companies shall not be required unless compelled to disclose any by judicial or administrative process or by other requirements of applicable Law, all confidential documents and information concerning Seller provided to Buyer if such disclosure would be reasonably likely it pursuant 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 reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contractthis Section 8.03(c). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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 consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of Seller.

Access. During (a) The Company and its Subsidiaries shall allow Buyer Parent, Buyer and their Representatives, during regular business hours upon reasonable advance notice, to make such inspection of the PreAssets, businesses and operations of the Company and its Subsidiaries, and to inspect copies of Contracts, Books and Records and other documents and information reasonably requested by Buyer Parent and Buyer, including, without limitation, historical financial and operating information concerning the businesses of the Company and its Subsidiaries, and to meet with the Company’s and its Subsidiaries’ designated Personnel and/or their Representatives, in each case in a manner reasonably calculated to minimize disruption to such Persons and the business of the Company. (b) Buyer Parent and Holdings agree to identify, as promptly as practicable after the date hereof, a select group of customers of the Company that Buyer Parent and its Representatives may contact prior to the Closing Date in order to facilitate integration and business planning for the post-Closing Period period. The manner, means and subject method of communication with such customers shall be determined in good faith by Buyer Parent and Holdings. In no event may Buyer Parent and its Representatives contact any customer of the other without prior approval of Holdings (such approval to applicable Law be withheld at the reasonable discretion of Holdings). (c) Buyer and Section 5.11(b)Buyer Parent shall grant to Sellers access to the Books and Records of the Company and its Subsidiaries after Closing on reasonable advance notice during working hours (and at Sellers’ sole cost and expense) for a period of 6 years following Closing for the purposes of compliance by Sellers of legal obligations to prepare and file accounts or tax returns, Seller shall, provided that such access shall be provided in a manner reasonably calculated to minimize disruption to the business of the Company. Buyer and Buyer Parent shall cause the Sold Companies to, afford to Buyer Company and its authorized Representatives, reasonable access during normal business hours Subsidiaries to preserve the Books and upon prior reasonable written notice to Seller, to Records existing at Closing for the officers, properties, books and records of the 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 Representatives 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 reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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 consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of Sellersaid 6 year period.

Access. During Between the Pre-Closing Period date hereof and subject to applicable Law and Section 5.11(b)the Closing, Seller shall, and (i) shall cause give the Sold Companies to, afford to Buyer and its authorized Representativesrepresentatives reasonable access, reasonable access during normal regular business hours and upon prior reasonable written notice to Selleradvance Notice, to the officerssuch employees, propertiesfacilities, and such books and records records, of the Sold Companies Company and the Subsidiaries, as Buyer are reasonably requests in connection with its efforts necessary to consummate allow 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 Representatives shall cooperate with Seller and authorized representatives to make such inspections as they may reasonably require to verify 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 accuracy of any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller representation or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary warranty contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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 consent not to be unreasonably withheld, conditioned or delayed), Article 4 and (ii) shall cause officers of the Company and the Subsidiaries to furnish the Buyer and its authorized representatives with such financial and operating data and other information with respect to the Company and the Subsidiaries as the Buyer may from time to time reasonably request. Seller shall have the right to have a representative present at all times during any such inspections, interviews and examinations. Additionally, between the date hereof and the Closing, the Buyer shall hold in confidence all such information on the terms and subject to the conditions contained in Section 7.1(e) or any applicable confidentiality agreement between the Parties containing standard terms for a transaction of the nature contemplated by this Agreement (and in no event less than the standard set forth in Section 7.1(e)). The Buyer shall have no right of access to, and Seller shall have no obligation to perform invasive provide to the Buyer, (1) bids received from others in accordance with Section 7.3 and information and analysis (including financial analysis) relating to such bids, or subsurface investigations (2) any information the disclosure of which would jeopardize any privilege available to the Company, any Subsidiary or Seller relating to such information or would cause Seller, the Company, any Subsidiary or any of their Affiliates to breach a confidentiality obligation or (3) except to the extent contemplated in Section 7.1(d), Retained E-Mail (the "Excluded Information"). The Buyer agrees that if the Buyer or its authorized representatives receive, or if the information (whether in electronic mail format, on computer hard drives or otherwise) held by the Company or any Subsidiary as of the properties Closing includes, information that relates to the business operations or facilities other strategic matters of Seller or any of its Affiliates (other than the Company and the Subsidiaries), such information shall be held in confidence on the terms and subject to the conditions contained in any applicable confidentiality agreement or in Section 7.1(e), as applicable, but the term of the Sold Companies without restriction on the prior written consent disclosure and use of such information shall continue in effect as to such information for a period of two years from the Closing. The Buyer further agrees that if Seller, the Company or any Subsidiary inadvertently furnishes to the Buyer copies of or access to information that is subject to clause (2) of the second preceding sentence, the Buyer will, upon Seller's request promptly return same to Seller, the Company or such Subsidiary together with any and all extracts therefrom or notes pertaining thereto (whether in electronic or other format) and delete any e-mail containing any such information after providing copies of such e-mail to Seller. The Buyer shall indemnify, defend and hold harmless Seller and its Affiliates from and against any Losses asserted against or suffered by Seller or its Affiliates relating to, resulting from, or arising out of the negligence of Buyer or its authorized representatives in performing any examinations or inspections pursuant to this Section 7.1(a).

Access. During From and after the Pre-Closing Period and subject to applicable Law and Section 5.11(b)Closing, Seller for a period of seven years, the Purchaser shall, and shall cause the Sold Companies Company to, afford provide (subject to Buyer a customary confidentiality agreement) the Seller and its authorized Representativesrepresentatives with reasonable access, reasonable access during normal business hours and upon prior reasonable written notice to Sellernotice, to the officers, properties, books and records (for the purpose of examining and copying) of the Sold Companies as Buyer Company and its Subsidiaries reasonably requests required in connection with its efforts any bona fide matter relating to consummate or arising out of this Agreement or the transactions contemplated hereby or for purposes of the Seller’s accounting, tax, or financial reporting purposes, and with respect to periods or occurrences prior to or on the Closing Date; provided that notwithstanding the foregoing, (i) such access does not unreasonably interfere with the normal operations of the Purchaser, (ii) such access shall occur in such a manner as the Purchaser reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement; providedAgreement and (iii) nothing herein shall require the Purchaser to provide access to, 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 Representatives 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 to, the Company or any of the Sold Companies is bound; provided, however, that Seller shall and shall authorized representatives of the Company if such access or disclosure would reasonably be expected to (A) cause the Sold Companies to, take commercially reasonable efforts to obtain a waiver of any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything significant competitive harm to the contrary contained hereinPurchaser, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) Buyer and Company or 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, Subsidiaries if the transactions contemplated herebyby this Agreement are not consummated, without (B) violate the prior written consent rights of the customers, employees or suppliers of the Purchaser, (C) waive any legal privilege, or (D) be in violation of applicable Law (including the HSR Act and other Antitrust Laws). Unless otherwise consented to in writing by the Seller (such which consent shall not to be unreasonably withheld, conditioned or delayed), the Purchaser shall not, and (ii) Buyer shall have no right to perform invasive not permit the Company or subsurface investigations its Subsidiaries to, for a period of seven years following the Closing Date, destroy, alter or otherwise dispose of any of the properties or facilities books and records of the Sold Companies Company or its Subsidiaries for any period prior to and including the Closing Date without first giving reasonable prior notice to the prior written consent of SellerSeller and offering to surrender to the Seller such books and records or any portion thereof which the Purchaser or the Company may intend to destroy, alter or dispose of).

Access. During the Pre-Closing Period and subject to applicable Law and Section 5.11(b)Period, Seller shallshall keep Buyer informed of all material developments relevant to the ownership, Development, Manufacture, Commercialization and shall cause operation of the Sold Companies to, afford to Buyer Acquired Assets and its authorized Representatives, reasonable access during normal business hours and upon prior reasonable written notice to Seller, to the officers, properties, books and records of the Sold Companies as Buyer reasonably requests in connection with its efforts ability to consummate the transactions contemplated by this Agreement; providedhereby, that such including with respect to the items set forth on Section 4.02 of the Seller Disclosure Letter. During the Pre-Closing Period, subject to (a) compliance with applicable Laws and (b) any established legal privilege, Seller shall permit (or cause to be permitted) the Representatives of Buyer, at Buyer’s expense, to have reasonable access does (at reasonable times, on reasonable prior written notice and in a manner so as not interfere with to unreasonably disrupt the normal business operations of Seller or its Affiliates) to the Sold Companiespremises, properties, financial and accounting records, employees, Contracts, and other records and documents, of or pertaining to the CF Enterprise, the Acquired Assets and the Assumed Liabilities, and such other relevant information and materials as may be reasonably requested. In connection with any such accessBuyer acknowledges that it remains bound by the amended and restated mutual confidentiality agreement, dated August 5, 2016, entered into between Buyer and its Representatives Seller (the “Confidentiality Agreement”), provided that Buyer shall cooperate with Seller be authorized to engage in discussions with, and disclose confidential information (as defined in the Sold Companies and shall use their commercially reasonable efforts to minimize any disruption to the business. Notwithstanding anything to the contrary in this Confidentiality 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 reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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 Regulatory Authorities in connection with, or relating in any way to, the transactions contemplated hereby, without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed), with its post-closing integration planning and (ii) such other third-parties as may be required in connection with the conduct of activities under the Research and Testing Agreement. Prior to the Closing, except as contemplated by the Research and Testing Agreement, Buyer shall have no right to perform invasive or subsurface investigations not, and shall cause each member of the properties or facilities of the Sold Companies without the prior written consent of Seller.Buyer Group and their respective

Access. During (a) Without limiting the Pre-Closing Period terms and subject to applicable Law and Section 5.11(b)conditions of this Agreement, from the date of this Agreement until Closing, Seller shall, and shall cause the Sold Companies each of its Affiliates to, afford (a) provide to Buyer Purchaser and its authorized RepresentativesRepresentatives and Financing Sources such summary and detailed monthly financial information relating to the Business and the Transferred Assets when and as is provided to the Management Trustee and such additional information regarding the Business and the Transferred Assets as Purchaser or its Representatives and Financing Sources may reasonably request and (b) provide Purchaser and its Representatives and Financing Sources access to the Business Employees and Transferred Assets, reasonable access including environmental, zoning and other permit documents and information, in each case in a manner not unreasonably disruptive to the operations of the business of Seller or any of its Subsidiaries, during normal business hours and upon prior reasonable written notice to Seller, to the officers, properties, books and records of the Sold Companies as Buyer reasonably requests notice; provided that nothing 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 Section 5.13 shall require Seller or the Sold Companies. In connection with any such access, Buyer and of its Representatives 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 Subsidiaries to disclose any information to Buyer Purchaser or its Representatives and Financing Sources if such disclosure would be reasonably likely would, in the reasonable judgment of Seller, (i) cause significant competitive harm to jeopardize Seller or any attorney-client privilege of its Subsidiaries if the transactions contemplated hereby are not consummated, (ii) violate applicable Law or conflict with the provisions of any confidentiality obligations agreement to which Seller or any of the Sold Companies its Subsidiaries 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 reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend (iii) jeopardize any attorney-client or modify other legal privilege. (It is expressly understood and agreed that Purchaser’s obtaining any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided third-party financing in Section 5.6, during the Pre-Closing Period, (i) Buyer and its Representatives shall not contact or communicate connection with the employees, customers, suppliers, independent contractors, landlords, lessors, banks and transactions contemplated hereby or other business relations of the Sold Companies in connection with, or relating in any way to, otherwise is not a condition precedent to Purchaser’s obligation to close the transactions contemplated hereby.) (b) Without limiting the terms and conditions of this Agreement, without from and after the prior written consent date of this Agreement, Seller (such consent not to be unreasonably withheld, conditioned or delayed)shall, and (ii) Buyer shall have no right cause each of its Affiliates to, provide to perform invasive or subsurface investigations Purchaser and its Affiliates such assistance and cooperation as Purchaser may reasonably request in connection with its preparation of audited financial statements in accordance with Rule 3-05 of Regulation FX for the properties or facilities acquisition of the Sold Companies without the prior written consent a significant subsidiary. Purchaser shall promptly reimburse to Seller all out-of-pocket expenses Seller incurs in connection with Seller’s performance of Sellerits obligations under this Section 5.13(b).

Access. During the Pre-Closing Period and subject to applicable Law and Section 5.11(b), Seller shall, and Sellers shall cause the Sold Companies to, afford give to Buyer and its authorized Representatives, agents reasonable access during normal business hours and upon prior reasonable written notice to Sellerall of Sellers’ personnel, to the officerspremises, properties, books assets, financial statements and records records, books, contracts, documents and commitments of or relating to the Sold Companies BioCDMO Business and/or the Purchased Assets, and shall furnish Buyer with all such information concerning the BioCDMO Business as Buyer reasonably may request. All requests by Buyer for access pursuant to this Section 5.1(b) shall be submitted or directed exclusively to such individual(s) as the Sellers may designate in connection with its efforts writing from time to consummate the transactions contemplated by this Agreement; providedtime, 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 Representatives who initially shall cooperate with Seller and the Sold Companies and shall use their commercially reasonable efforts to minimize any disruption to the businessbe Z▇▇▇▇▇▇ ▇▇▇▇▇. Notwithstanding anything to the contrary in this Agreement, Seller and the Sold Companies Sellers shall not be required to disclose any information to Buyer if such disclosure would be reasonably likely would, in the Sellers’ reasonable discretion: (w) cause significant competitive harm to Sellers, any of their affiliates or their respective businesses if the transactions contemplated by this Agreement are not consummated; (x) jeopardize any attorney-client privilege or conflict with other privilege; or (y) contravene any confidentiality obligations to which Seller applicable Law, fiduciary duty 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 reasonable binding agreement entered into prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, Effective Date; or (iz) 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 reveal bids received from third parties in connection with, or with transactions similar to those contemplated by this Agreement and any information and analysis (including financial analysis) relating in any way to, to such bids. Prior to the transactions contemplated herebyClosing, without the prior written consent of Seller (such consent the Sellers, not to be unreasonably withheld, conditioned or delayed), Buyer shall not contact any employees of, suppliers to, or customers of, Sellers or any of their affiliates, and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities Real Property. Without limiting the foregoing, Sellers shall permit Buyer and its representatives upon reasonable advance notice to conduct environmental due diligence of the Sold Companies without Real Property, including the prior written consent collecting and analysis of Sellersamples of indoor or outdoor air, potentially hazardous building materials, surface water, groundwater or surface or subsurface land on, at, in, under or from the Real Property. Any investigation pursuant to this Section 5.1(b) shall be conducted in such manner as not to interfere unreasonably with the conduct of the BioCDMO Business or any other businesses of Sellers. Buyer must promptly repair any damage or loss caused by Buyer or its representatives, and the Buyer shall indemnify and hold Sellers harmless from all claims, losses, liability, costs and expenses, including attorneys’ fees, in connection with such access and due diligence related thereto. Each Party shall, to the extent applicable, and shall cause its representatives to (to the extent applicable), abide by the terms of that certain mutual confidentiality agreement, dated October 25, 2024, by and between Agenus Parent and Zydus Lifesciences Limited, a company incorporated under the laws of India, with respect to any access or information provided pursuant to this Section 5.1(b).

Access. During the Pre-Closing Period (i) Sellers will permit representatives of each Buyer (including legal counsel and subject accountants) to applicable Law and Section 5.11(b), Seller shallhave reasonable access at reasonable times, and shall cause the Sold Companies to, afford in a manner so as not to Buyer and its authorized Representatives, reasonable access during normal business hours and upon prior reasonable written notice to Seller, to the officers, properties, books and records of the 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 Sellers, to all premises, properties, personnel (including its IT support personnel), books, landlords, suppliers, vendors, records (including tax records), contracts, and any other documents or records of or pertaining to the Sold CompaniesPurchased Assets; provided, however, Buyers and their representatives shall coordinate all requests for access and information with the chief restructuring officer of Sellers. In Such access shall include the provision of adequate workspace for at least one representative of each Buyer with telephone, computer, printer and internet access. Buyers will treat and hold as such any Confidential Information they receive from Sellers in the course of the reviews contemplated by this Section 5(d), including, without limitation, any Confidential Information they received prior to the date hereof, will not use any of the Confidential Information except in connection with this Agreement, and, if this Agreement is terminated for any reason whatsoever, will return to Sellers or destroy all tangible embodiments (and all copies) of the Confidential Information which are in their possession. Sellers shall promptly deliver to each Buyer copies of all pleadings, motions, notices, statements, schedules, applications, reports and other papers filed by Sellers in their Chapter 11 Case as Buyers shall reasonably request. Notwithstanding the preceding sentence, if either Buyer or any of its representatives becomes legally required to disclose any Confidential Information that it is otherwise obligated to hold in confidence pursuant to this Section 5(d)(i), such access, Buyer will promptly notify the Sellers and its Representatives shall cooperate with Seller and the Sold Companies and shall will use their all commercially reasonable efforts to minimize cooperate with the Sellers so that the Sellers may seek a protective order or other appropriate remedy and/or waive compliance with this Section 5(d)(i). If such protective order or other remedy is not obtained, or if the Sellers waive compliance with this Section 5(d)(i), such Buyer will (a) disclose only that portion of the Confidential Information which its legal counsel advises it is compelled to disclose or otherwise stand liable for contempt or suffer other similar significant corporate censure or penalty, (b) use all commercially reasonable efforts to obtain reliable assurance requested by the Sellers that confidential treatment will be accorded such Confidential Information, and (c) promptly provide the Sellers with a copy of the Confidential Information so disclosed, in the same form and format so disclosed, together with a list of all Persons to whom such Confidential Information was disclosed. (ii) Sellers will provide to Buyers the information set forth on Schedule 5(d) substantially in accordance with the time periods set forth on such Schedule. To the extent that such information relates to trade secrets or other proprietary information of third parties, the parties will reasonably cooperate with one another to ensure that the provision of such information does not violate any disruption applicable terms of the licenses or other agreements relating to such information. (iii) Sellers will provide the Buyers with reasonable access to the business. Notwithstanding anything Acquired Stores which they intend to purchase for the contrary in this Agreementpurpose of installing, Seller at such Buyer's cost, wide area network lines, computer software and related assets necessary to effect the Sold Companies shall not be required transition the Acquired Stores on the Closing Date to disclose any such Buyer's 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 boundtechnology systems; provided, however, that Seller shall and shall cause if this Agreement is terminated, such Buyer will bear the Sold Companies to, take commercially reasonable efforts to obtain a waiver cost of removing any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood assets; and provided further that such commercially reasonable efforts installation shall not require any occur in a manner that unreasonably interferes with Sellers' operation of Seller the Acquired Stores; and provided further that in no event shall Buyers connect the installed equipment or otherwise have access to Sellers' computer network prior to Closing. Further, Sellers will permit the Sold Companies Buyers to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything have reasonable access (provided that such access shall be to the contrary contained herein, except as otherwise expressly provided in Section 5.6, extent practicable during the Pre-Closing Period, times other than normal business hours and Buyers shall bear any associated costs (i) 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 herebyincluding, without limitation, any associated payroll and related costs)) to its personnel prior to the prior written consent Closing so that Buyers may train such personnel in the use of Seller (such consent not to be unreasonably withheld, conditioned or delayed), Buyers' installed equipment and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of Sellersystems.

Access. During (a) Each Seller shall permit the Pre-Closing Period and subject representatives of the Buyer listed on Schedule 4.3 (a) to applicable Law and Section 5.11(b)have access (at reasonable times, Seller shall, and shall cause the Sold Companies to, afford to Buyer and its authorized Representatives, on reasonable access during normal business hours and upon prior reasonable written notice and in a manner so as not to Seller, to the officers, properties, books and records of the 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 Representatives shall cooperate with Seller and the Sold Companies and shall use their commercially reasonable efforts to minimize any disruption Business) to the businesspremises, properties, financial and accounting records, contracts, and other records and documents, of or pertaining to the Business. Notwithstanding anything the foregoing, none of the Sellers shall be obligated (i) to provide any information, documents or access to any person unless the Buyer is responsible, pursuant to the contrary in this terms of the Confidentiality Agreement, Seller for the use and the Sold Companies shall not be required to disclose 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 Buyer if such disclosure provide any information, documents or access that would be reasonably likely (A) violate the provisions of any applicable laws or regulations (including, without limitation, those relating to jeopardize security clearance or export controls) or any agreement to which it is a party or (B) cause the loss of the 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 reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract)respect thereto. Notwithstanding anything Prior to the contrary contained hereinClosing, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) Buyer and its Representatives representatives shall not contact or communicate with the employees, customers, suppliers, independent contractors, landlords, lessors, banks customers and suppliers of any Asset Seller or other business relations of the Sold Companies any Business Subsidiary in connection with, or relating in any way to, with the transactions contemplated herebyby this Agreement, without except with the prior written consent of the applicable Seller. (b) Notwithstanding anything to the contrary in any other provision of this Agreement or the Confidentiality Agreement, the Buyer and the Sellers agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its terms, that the Confidentiality Agreement shall survive the Closing or any termination of this Agreement and that any information provided by or on behalf of any Seller or any of such Seller's Affiliates to the Buyer pursuant to this Agreement shall be deemed Proprietary Information (such consent not as defined in the Confidentiality Agreement) and treated in accordance with the Confidentiality Agreement; provided, however, if the Closing occurs, the Confidentiality Agreement, insofar as it covers information relating exclusively to be unreasonably withheldthe Business, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations terminate effective as of the properties Closing. (c) Notwithstanding any provision of this Agreement to the contrary, the Buyer and its representatives shall not have any access at any time prior to the Closing to any information regarding pending or facilities proposed bids for new contracts or subcontracts or any related information where the Buyer or an Affiliate of the Sold Companies without the prior written consent of SellerBuyer also has submitted or intends to submit a bid for such contract or subcontract.

Access. During For a period of seven (7) years from and after the Pre-Closing Period and subject to applicable Law and Section 5.11(b)Transfer Date, Seller shall, and Buyer shall cause the Sold Companies to, afford to Buyer and its authorized Representatives, be afforded to representatives of Sellers reasonable access during normal business hours and upon prior reasonable written notice to Seller, to the officers, propertiesoffices, books and records records, contracts and reports of the Sold Companies as Buyer reasonably requests in connection with its efforts Station which relate 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 accessStation during the period during which the Station was owned by Sellers and that are included in the Assets (the "PRE-TRANSFER DATE RECORDS"), Buyer and its Representatives as Sellers shall cooperate with Seller and the Sold Companies from time to time reasonably request for Sellers' reasonable business purposes, and shall use their commercially reasonable efforts provide to minimize Sellers copies of 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 Pre-Transfer Date Records reasonably likely to jeopardize any attorney-client privilege or conflict with any confidentiality obligations to which Seller or any of the Sold Companies is boundrequested by Sellers; provided, however, that Seller such investigation shall only be upon reasonable notice and shall cause not disrupt the Sold Companies to, take commercially reasonable efforts to obtain a waiver personnel or operations of Buyer or the Station. Any costs incurred by Buyer in connection with any such confidentiality obligations upon copying during the first nine (9) months after the Transfer Date shall be paid by Buyer’s reasonable prior written request , and any such costs incurred by Buyer after such nine (it being understood that such commercially reasonable efforts 9) month period shall not require any of Seller or the Sold Companies be paid by Sellers. All requests for access to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing PeriodTransfer Date Records shall be made to such representatives as Buyer shall designate in writing, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. For a period of seven (i7) years from and after the Transfer Date, Buyer and its Representatives shall not contact or communicate with dispose of any Pre-Transfer Date Records; provided, however, Buyer may destroy any Pre-Transfer Date Records upon providing thirty (30) days written notice to Sellers of an intent to destroy such Pre-Transfer Date Records; provided, further, that Buyer, at Buyer's expense, shall transfer to Sellers such Pre-Transfer Date Records, rather than destroy them if, before the employeesexpiration of such thirty (30) day notice period, 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 (Sellers direct Buyer to transfer such consent not Pre-Transfer Date Records to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of SellerSellers.

Access. During (a) Prior to the Pre-Closing Period and subject Closing, the Seller shall permit the representatives of the Buyer to applicable Law and Section 5.11(b)have access (at reasonable times, Seller shall, and shall cause the Sold Companies to, afford to Buyer and its authorized Representatives, on reasonable access during normal business hours and upon prior reasonable written notice and in a manner so as not to Seller, to the officers, properties, books and records of the 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 Representatives shall cooperate with Seller and the Sold Companies and shall use their commercially reasonable efforts to minimize any disruption Seller) to the businesspremises, properties, financial and accounting records, contracts, and other records and documents, of or pertaining to the Seller. Notwithstanding anything to the contrary in this Agreementforegoing, the Seller and the Sold Companies shall not be required obligated (i) to disclose provide any information, documents or access to any person unless the Buyer is responsible, pursuant to the terms of the confidentiality letter agreement dated March 22, 2002 between the Buyer and the Seller (the "Confidentiality Agreement"), for the use and disclosure of any information obtained by such person from the Seller, or such person enters into a confidentiality agreement with the Seller on the terms that are substantially the same as those set forth in the Confidentiality Agreement or (ii) to Buyer if such disclosure provide any information, documents or access that would be reasonably likely (A) violate the provisions of any applicable laws or regulations (including without limitation those relating to jeopardize 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 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 reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract)respect thereto. Notwithstanding anything Prior to the contrary contained hereinClosing, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) Buyer and its Representatives representatives shall not contact or communicate with the employees, customers, suppliers, independent contractors, landlords, lessors, banks customers and or other business relations suppliers of the Sold Companies Seller in connection with, or relating in any way to, with the transactions contemplated herebyby this Agreement, without except with the prior written consent of the Seller. (b) The Buyer and the Seller (such consent not to be unreasonably withheld, conditioned acknowledge and agree that the Confidentiality Agreement remains in full force and effect and that information provided by the Seller or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations any of the properties or facilities Seller's Affiliates to the Buyer pursuant to this Agreement prior to the Closing shall be treated in accordance with the Confidentiality Agreement. If this Agreement is terminated prior to the Closing, the Confidentiality Agreement shall remain in full force and effect in accordance with its terms. If the Closing occurs, the Confidentiality Agreement shall terminate effective as of the Sold Companies without Closing. (c) Notwithstanding any provision of this Agreement to the contrary, the Buyer and its representatives shall not have any access at any time prior written consent to the 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 Sellerthe Buyer also has submitted or intends to submit a bid for such contract or subcontract.

Access. During From the Pre-date of this Agreement and continuing until the Closing Period and subject to applicable Law and Section 5.11(b)Date, Seller shall, and shall cause the Sold Companies to, afford to Buyer (i) permit Purchaser and its authorized Representativesrepresentatives full access, during reasonable access during normal business hours and upon prior reasonable written notice to Sellerhours, to the officersBooks and Records as they relate to the Acquired Assets; (ii) furnish Purchaser with true, properties, books accurate and complete copies of such contracts and other such records of and all other information in its possession with respect to the Sold Companies Acquired Assets as Buyer Purchaser or its authorized representatives may reasonably requests in connection with request; (iii) cause 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 personnel and its Representatives shall cooperate with Seller and the Sold Companies and shall use their commercially reasonable efforts agents to minimize any disruption to the business. Notwithstanding anything to the contrary provide Purchaser assistance in this Agreement, Seller and the Sold Companies shall not be required to disclose any information to Buyer if its investigation of 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 boundmatters; provided, however, that such investigation shall be conducted in a manner which does not unreasonably interfere with Seller's normal operations, and provided further that the Seller shall not be required to divulge, and shall cause not divulge, any records, including certain information, to the Sold Companies toextent prohibited by applicable statutes or regulations; and (iv) provide to Purchaser reasonable access to the Beaverton Operations Center, take commercially upon reasonable efforts notice, to obtain allow Purchaser to reasonably prepare the Beaverton Operations Center for operation following the Closing. Purchaser shall perform such activities in a waiver of any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts manner which shall not require unduly interfere with Seller's operation of the Beaverton Operations Center and shall indemnify Seller for any damage, loss, costs or expense arising from such actions. The access afforded pursuant to this Section 6.2(c) is solely for the purposes of viewing the conduct of business by the Seller or between the Sold Companies date of this Agreement and the Closing Date, and shall not be construed as affording the Purchaser an opportunity to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything conduct due diligence with respect to the contrary contained hereinAcquired Assets, except as otherwise expressly provided in Section 5.6, during which the Pre-Closing Period, (i) Buyer parties agree and its Representatives shall not contact or communicate with the employees, customers, suppliers, independent contractors, landlords, lessors, banks and or other business relations acknowledge was conducted prior to execution 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 consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of Sellerthis Agreement.

Access. During (a) Between the Pre-Execution Date and the Closing Period and Date (or earlier termination of this Agreement), subject to the receipt of consent from any applicable Law and Section 5.11(b), Seller shallThird Party operators of the Assets (which consent Sellers shall use their, and shall cause the Sold Companies Company Group Members to use their, commercially reasonable efforts to obtain, but shall not be required to pay any monies or incur any obligations or liabilities to do so), Sellers will, and will cause their Affiliates (including the Company Group Members) to, afford to Buyer at Purchaser’s sole cost, risk, and expense, give Purchaser and its authorized Representatives, Representatives reasonable access during normal business hours on Business Days between 9:00 A.M. and upon prior reasonable written notice to Seller5:00 P.M., Central Time or Mountain Time, as applicable based on the location of the applicable Assets, to the officersAssets, propertieseach Seller’s, each Company Group Member’s and any of their respective Affiliates’ personnel knowledgeable about the Assets and the Company Group, and access to the books and records of the Sold Companies as Buyer reasonably requests Company Group in connection with its efforts any Seller’s, Company Group Member’s or any of their respective Affiliates’ possession or reasonable control, in each case, for the purpose of conducting a reasonable due diligence review of the Assets, except to consummate the transactions contemplated by this Agreement; provided, extent that such access does (i) any Company Group Member may not interfere with do so due to the normal business operations requirements of Seller any Law or any obligations to any Third Party after identifying the Sold Companies. In connection with any such access, Buyer applicable restriction to Purchaser and its Representatives shall cooperate with Seller and the Sold Companies and shall use their using commercially reasonable efforts to minimize have such obligations waived (but no Company Group Member shall be required to pay any disruption monies or incur any obligations or liabilities to do so unless Purchaser has agreed in writing to pay or reimburse such amounts), and (ii) any such books and records are subject to any legal privilege (other than title opinions and reports and Third Party environmental reports) (provided that Sellers shall use their, and shall cause the Company Group Members to use their, commercially reasonable efforts to provide all such books and records (or the information contained therein) that are subject to any legal privilege in a manner that preserves such legal privilege). Subject to the business. Notwithstanding anything receipt of consent from any applicable Third Party operators of the Assets (which consent Sellers shall use their, and shall cause the Company Group Members to the contrary in this Agreementuse their, Seller and the Sold Companies commercially reasonable efforts to obtain, but shall not be required to disclose pay any information monies or incur any obligations or liabilities to Buyer if do so unless Purchaser has agreed in writing to pay or reimburse such disclosure would amounts), Purchaser shall be reasonably likely entitled to jeopardize any attorney-client privilege conduct or conflict with any confidentiality obligations cause a reputable environmental consulting or engineering firm (the “Environmental Consultant”) to which Seller conduct, a Phase I Environmental Site Assessment of the Assets, compliance evaluations, visual inspections (including through the use of customary visual inspection devices (e.g., optical gas imaging cameras, LDAR, etc.) on land or by air), record reviews, and reviews of other available data to include, but not be limited to, flyover information, pigging (smart or normal) data, emissions, storage, and integrity management programs and systems; provided that Sellers shall not be required to provide any of the Sold Companies is boundaforementioned environmental records to the extent that (i) any Company Group Member may not do so due to the requirements of any Law or any obligations to any Third Party after identifying the applicable restriction to Purchaser and using commercially reasonable efforts to have such obligations waived (but no Company Group Member shall be required to pay any monies or incur any obligations or liabilities to do so unless Purchaser has agreed in writing to pay or reimburse such amounts), and (ii) any such records are subject to any legal privilege (other than Third Party environmental reports) (provided that Sellers shall use their, and shall cause the Company Group Members to use their, commercially reasonable efforts to provide all such records (or the information contained therein) that are subject to any legal privilege in a manner that preserves such legal privilege); provided, further that Purchaser (and its Representatives) shall not operate any equipment or conduct any invasive testing or sampling of soil, groundwater or other materials (including any testing or sampling for Hazardous Substances, Hydrocarbons or NORM) (collectively, such invasive testing or sampling, a “Phase II Environmental Site Assessment”) on or with respect to the Assets prior to the Closing Date without the prior written consent of Sellers, which consent each Seller may grant or deny in its sole discretion; provided, however, that Seller Purchaser shall be permitted to inspect the Assets using an optical gas imaging camera or other non-invasive device to identify potential leaks. Sellers shall have the right (at Sellers’ sole cost) to have one or more Representatives accompany Purchaser and the Environmental Consultant at all times during the environmental review. Notwithstanding any rejection of Purchaser’s ability to conduct a Phase I Environmental Site Assessment or Phase II Environmental Site Assessment or any other testing or sampling as described above on or with respect to the Assets, in whole or in part, including any failure to obtain permission from any applicable Third Party operator, Purchaser may still deliver an Environmental Defect Notice with respect to such Assets pursuant to Section 12.5(c) based on information available to Purchaser and Purchaser’s reasonable assumptions, and the lack of such Phase I Environmental Site Assessment and/or Phase II Environmental Site Assessment shall cause the Sold Companies tonot, take in and of itself, invalidate such Environmental Defect Notice under Section 12.5(c). (b) Purchaser shall conduct its investigation in a safe and workmanlike manner and use commercially reasonable efforts to obtain a waiver minimize, to the extent reasonably practicable, interference with the operation of the Assets and the operations of the Company Group and all applicable Third Party operators of the Assets. Purchaser shall coordinate its access rights with Sellers and applicable Third Party operators of the Assets to reasonably minimize any inconvenience to or interruption of the conduct of business by the Company Group and such confidentiality obligations upon Buyer’s reasonable prior written request Third Party operators of the Assets, and Sellers shall have the right (it being understood at Sellers’ sole cost) to accompany Purchaser (and any Representative of Purchaser) in connection with any physical inspection of the Assets. (c) Purchaser acknowledges that, pursuant to its right of access to the Assets, Purchaser will become privy to confidential and other information of the Company and its Affiliates and that such commercially reasonable efforts confidential information shall not require 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 Seller or the Sold Companies access, examination and inspection granted to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Purchaser under this Section 5.6, during the Pre-Closing Period6.1, (i) Buyer PURCHASER HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS SELLERS, THE COMPANY GROUP, THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS AND OTHER REPRESENTATIVES FROM AND AGAINST ANY AND ALL DAMAGES ATTRIBUTABLE TO PERSONAL INJURY, DEATH OR PHYSICAL PROPERTY DAMAGE, VIOLATION OF APPLICABLE LAWS, OR VIOLATION OF ANY OF THE FOREGOING PERSON’S RULES, REGULATIONS, OR OPERATING POLICIES (PROVIDED THAT SUCH RULES, REGULATIONS OR OPERATING POLICIES ARE MADE AVAILABLE TO PURCHASER IN ADVANCE OF PURCHASER’S DUE DILIGENCE EVALUATION), IN EACH CASE, ARISING OUT OF, RESULTING FROM OR RELATING TO ANY FIELD VISIT OR OTHER DUE DILIGENCE ACTIVITY CONDUCTED BY PURCHASER OR ITS REPRESENTATIVES WITH RESPECT TO THE ASSETS, EXCEPT (I) TO THE EXTENT ARISING OUT OF, RESULTING FROM OR CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER, ANY COMPANY GROUP MEMBER OR ANY OF THEIR RESPECTIVE MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR OTHER REPRESENTATIVES OR ANY OTHER APPLICABLE INDEMNIFIED PERSON, AND (II) FOR ANY PRE-EXISTING CONDITIONS OR LIABILITIES MERELY DISCOVERED OR UNCOVERED AS A RESULT OF SUCH EXAMINATION OR INSPECTION TO THE EXTENT ANY SUCH PRE-EXISTING CONDITIONS OR LIABILITIES WERE NOT EXACERBATED BY SUCH EXAMINATION OR INSPECTION. (e) Purchaser agrees to provide Sellers with copies of all final environmental reports prepared by Purchaser or any of Purchaser’s Representatives (including the Environmental Consultant) that contain data collected or generated from Purchaser’s and its Representatives shall not contact or communicate Purchaser’s Representatives’ due diligence with respect to the Company Group and the Assets (i) to the extent such environmental reports are relied upon by Purchaser in connection with the employeesdelivery of an Environmental Defect Notice, customersor (ii) in the event this Agreement is terminated, suppliersupon written request of Sellers, independent contractorswithin five Business Days following such request. Until Closing, landlordsall information, lessorsreports (whether interim, banks draft, final, or otherwise), data, work product, and other matters obtained or other business relations generated from or attributable to the environmental review shall be treated as, and deemed to be, confidential information subject to the Confidentiality Agreement. (f) As soon as reasonably practicable upon completion of Purchaser’s due diligence review of the Sold Companies in connection withAssets, Purchaser shall at its sole cost and expense and without any cost or relating in expense to the Company Group or their respective Affiliates: (i) repair all damage done to the Company Group’s assets (including the Oil and Gas Properties and the Midstream Assets) to the extent such damage is caused by Purchaser’s and Purchaser’s Representatives’ due diligence review of the Assets, (ii) restore such assets to substantially similar condition as existed prior to commencement of Purchaser’s and Purchaser’s Representatives’ due diligence review of the Assets to the extent Purchaser’s or Purchaser’s Representatives’ due diligence caused any way to, change to the transactions contemplated hereby, without the prior written consent condition of Seller (such consent not to be unreasonably withheld, conditioned or delayed)assets, and (iiiii) Buyer shall have no right to perform invasive remove all equipment, tools or subsurface investigations other property brought onto such assets in connection with Purchaser’s and Purchaser’s Representatives’ due diligence review of the properties or facilities Assets; provided that if Closing occurs, the obligations of Purchaser in this Section 6.1(f) shall terminate effective as of the Sold Companies without Closing Date (other than, for the prior written consent avoidance of Sellerdoubt, any reimbursement obligations to any Seller for any costs and expenses borne by such Seller due to Purchaser’s obligations set forth in this Section 6.1). (g) During all periods that Purchaser or any of Purchaser’s Representatives are on the Oil and Gas Properties or the Midstream Assets or are in the Company Group’s offices, Purchaser shall maintain, at its cost and expense, policies of insurance of the types and in the amounts that are customary in the industry.

Access. During the Pre-Closing Period Seller shall use safe and subject commercially reasonable efforts to applicable Law and Section 5.11(b), Seller shall, and shall cause the Sold Companies to, afford to Buyer and its authorized Representativesrepresentatives from the date hereof until the Closing Date, reasonable access during normal business hours hours, safe and upon prior reasonable written notice to Seller, access to the officers, properties, books and records of the 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 Representatives shall cooperate with Seller and the Sold Companies and shall use their commercially reasonable efforts to minimize any disruption Assets (subject to the business. Notwithstanding anything terms, conditions and restrictions of agreements related to the contrary in this Agreement, Seller Oil 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 Gas Properties to which Seller or is a party and provided, however, that Buyer shall indemnify and hold harmless Seller from and against any and all Claims arising from Buyer’s inspection of the Sold Companies is boundAssets (including Claims for personal injuries, property damage and reasonable attorneys’ and experts’ fees, AND SPECIFICALLY INCLUDING THOSE CLAIMED TO BE ATTRIBUTABLE TO, ARISING OUT OF, OR CAUSED BY THE NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE) OF SELLER, WHETHER IN WHOLE OR IN PART), including, for the avoidance of doubt, Buyer’s inspection of the Assets pursuant to Annex II), at Buyer’s sole risk and expense, and to Seller’s financial, title, contract, environmental and operating data and information available as of the date hereof and that becomes available to Seller at any time prior to the Closing Date, and will furnish to Buyer such other information in Seller’s possession with respect to the Assets as Buyer may reasonably request; provided, however, that all such information shall be held in confidence by Buyer until the Closing in accordance with the terms of the Confidentiality Agreement dated January 19, 2011, by and among Seller shall and shall cause Buyer (the Sold Companies to“Confidentiality Agreement”), take commercially reasonable efforts to obtain a waiver of any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding notwithstanding anything to the contrary contained hereintherein. It is understood that a third party operator, except as otherwise expressly provided in Section 5.6not Seller, during the Pre-Closing Period, (i) Buyer and its Representatives shall not contact or communicate with the employees, customers, suppliers, independent contractors, landlords, lessors, banks and or other business relations controls access to some of the Sold Companies Assets and Seller shall use reasonable efforts to cause such third party operators to provide access to Buyer in connection with, or relating in any way to, the transactions contemplated hereby, without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of Sellerherewith.

Access. During the Pre-Closing Period and subject to applicable Law and Section 5.11(b), (a) Seller shall, and shall cause the Sold Companies to, afford to Buyer will permit Purchaser and its authorized Representativesappropriate representatives to have reasonable access, reasonable access during normal business hours and upon prior reasonable written notice to Sellerthe Closing Date, to the officers, properties, properties and the books and records of the Sold Companies Business during normal working hours and upon reasonable notice to familiarize itself with such properties and the business of the Business, and to other information and employees and personnel of Seller reasonably requested by Purchaser and related to the Business, as Buyer Purchaser reasonably requests in connection with deems necessary or advisable; PROVIDED, that Purchaser will not unreasonably disrupt the personnel and operations of the Business or other operations or activities of the Asset Sellers; PROVIDED, FURTHER, that nothing herein will require Seller or its Subsidiaries (a) to undertake unreasonable efforts to consummate re-format, manipulate or reconfigure any information or data regarding the transactions contemplated by this AgreementBusiness; provided(b) to provide Purchaser with access to or copies of any information that must be maintained as confidential in accordance with the terms of a written agreement with a third party; PROVIDED, that such Seller represents and warrants that, to the Knowledge of Seller, the only Contracts not provided pursuant to the foregoing clause (b) are Contracts relating to the sale of the Business or any portion thereof or which are not Business Contracts; or (c) to provide Purchaser with access does not interfere with the normal business to or copies of any information that relates to any businesses or operations of Seller or the Sold Companies. In connection with any such access, Buyer and its Subsidiaries other than the Business; PROVIDED, FURTHER, that nothing contained herein will permit Purchaser to conduct any soil, groundwater or other testing. The access and production of information and materials provided for in this SECTION 6.3(a) will be coordinated by H. Jason Mullins, Manager, Corporate Development of Seller (▇▇▇ "▇▇▇▇▇▇▇ator") or by such other person as the Coordinator designates from time to time and Purchaser, its Affiliates and Representatives shall cooperate will contact the Coordinator or persons designated by the Coordinator with respect to coordinating and obtaining such access or information and materials. (b) Seller will permit Purchaser and its appropriate representatives reasonable access following the Closing Date to the books and records of the Business (or of Seller and the Sold Companies and shall use their commercially reasonable efforts to minimize any disruption its Subsidiaries, to the business. Notwithstanding anything extent that such information is related to the contrary in this Agreementhistorical financial statements of the Business and is required by Purchaser to prepare financial statements that comply with SEC Regulation S-X) to the extent retained by Seller; PROVIDED, that prior to the seventh anniversary of the Closing Date, Seller and the Sold Companies shall Asset Sellers will not be required to disclose any information to Buyer if such disclosure would be reasonably likely to jeopardize any attorney-client privilege destroy 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 dispose of any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) Buyer books 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, records without the prior written consent of Purchaser. Seller shall use commercially reasonable efforts to cause its independent accountants to permit access to their work papers relating to pre-Closing periods, both before and after the Closing Date, subject to the execution of a standard consent as customarily required by such independent accountants. Seller shall, as reasonably requested, use commercially reasonable efforts to cause its independent accountants to cooperate with Purchaser, at Purchaser's sole expense, following the Closing Date, including in connection with the preparation by Purchaser of historical financial statements for the Business and in connection with public offerings or private placements of securities (such which cooperation shall include delivery of comfort letters, delivery of consents for inclusion in registration statements as experts, consent not to the use of its audit reports in offering documents and other matters reasonably requested by Purchaser). Seller shall use its commercially reasonable efforts to cause applicable employees to execute and deliver to Purchaser, as and when reasonably requested by Purchaser, customary management representation letters as required by Purchaser's or Seller's independent accountants in connection with historical audits of the financial statements of the business. (c) Purchaser will permit Seller and its appropriate representatives reasonable access following the Closing Date to the books and records of the Business relating to pre-Closing periods during normal working hours and upon reasonable notice to the extent reasonably requested, and to employees and personnel of Purchaser reasonably requested by Seller and related to the Business, as Seller reasonably deems necessary or advisable, in each case in connection with its defense and management of any product liability, workers compensation, bankruptcy or other claim for which Seller is liable or alleged to be liable; PROVIDED, that Seller will not unreasonably withheld, conditioned or delayed), disrupt the personnel and (ii) Buyer shall have no right to perform invasive or subsurface investigations operations of the properties or facilities of the Sold Companies without the prior written consent of SellerBusiness.

Access. (a) During the Pre-period between the Contract Date and the Closing Period Date, Purchaser shall be entitled, through its employees and representatives and at its own expense, to make such examination of all premises, properties, books, records, contracts, and documents of or to extent principally pertaining to each Transferred Company or the Business as Purchaser may reasonably request. In addition, and subject to applicable Law Section 5.4 of this Agreement, during the period between the Contract Date and the Closing Date, (i) Purchaser shall be entitled through its employees and representatives and, at its own expense, to access such books, records, contracts and documents and make such examinations or interviews of Business Employees as Purchaser may reasonably request and only to the extent reasonably necessary to enable Purchaser to conduct business following Closing or to enable Purchaser to prepare its purchase accounting related to the transaction contemplated by this Agreement, and (ii) Seller shall permit all relevant Business Employees, as reasonably determined by Seller, to assist Purchaser with the preparation and delivery of appropriate presentations to third parties, including third-party reinsurers, as reasonably necessary to implement Purchaser’s reasonably designed reinsurance program, after giving appropriate regard to matters of confidentiality in a form and substance satisfactory to Seller. Any investigation, examination or interview by Purchaser of employees of the Transferred Companies and its respective Affiliates or access or assistance pursuant to any of the provisions of this Section 5.11(b)5.3 shall be conducted or occur at reasonable times during normal business hours and upon reasonable prior notice to Seller with a representative of Seller present; provided, however, that such actions by Purchaser shall not unreasonably interfere with the normal operation of the Business. Notwithstanding any other provisions of this Section 5.3, Purchaser and Seller shall cooperate in implementing the provisions of this Section 5.3 so as not to prevent or interfere with Seller’s compliance with Section 5.1 hereof. (b) Following the Closing Date, Seller shall, and shall cause the Sold Companies its Affiliates to: (i) allow Purchaser, afford to Buyer upon reasonable prior notice and its authorized Representatives, reasonable access during normal business hours hours, through its employees and upon representatives, the right, at Purchaser’s expense, to examine and make copies of any records retained by Seller in respect of the Transferred Companies for any reasonable business purpose, including, without limitation, the preparation or examination of Purchaser’s Tax Returns, regulatory filings and financial statements, but only to the extent that such records of Seller constitute Books and Records; (ii) allow Purchaser to interview Seller’s or its applicable Affiliate’s employees for any reasonable purpose relating to the Business, including, without limitation, the preparation or examination of Tax Returns, regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Business or otherwise, or the conduct of any regulatory, customer or other dispute resolution process and (iii) maintain such records for Purchaser’s examination and copying until at least the sixth anniversary of the Closing Date, after which anniversary Seller may destroy such records in their discretion, provided that Seller and its Affiliates shall have no obligation to maintain or retain any books and records to the extent that electronic (to the extent that Purchaser has or had unrestricted download capability to such electronic books and records) or paper copies or originals of such books and records are delivered to Purchaser or any of its Affiliates (including any of the Transferred Companies) at or prior reasonable written notice to the Closing. Access to such employees and records shall not unreasonably interfere with the business operations of Seller or its respective Affiliates. (c) Following the Closing Date, Purchaser shall, and shall cause its Affiliates to: (i) allow Seller, upon reasonable prior notice and during normal business hours, through their respective employees and representatives, the right to (A) examine and make copies, at Seller’s expense, of the officers, properties, books and records of the Sold Transferred Companies as Buyer reasonably requests and (B) interview Purchaser’s and its Affiliates’ employees, in the case of either clause (i)(A) or (i)(B), in connection with its efforts the preparation or examination of Tax Returns, regulatory and statutory filings and financial statements, review of the Closing Statement, the conduct of any regulatory, customer or other dispute resolution process, to consummate the transactions contemplated by this Agreementextent related to the period prior to Closing; provided, that and (ii) maintain such access does books and records for Seller’s examination and copying. Purchaser shall maintain and make available to Seller such books and records of the Transferred Companies for at least six (6) years after the Closing Date. Access to such employees and books and records shall not unreasonably interfere with the normal business operations of Seller Purchaser or the Sold Companies. In connection with any such access, Buyer and its Representatives shall cooperate with Seller and the Sold Companies and shall use their commercially reasonable efforts to minimize any disruption to the business. Notwithstanding anything Affiliates. (d) Anything to the contrary in this AgreementSection 5.3(a), Seller and (b) or (c) notwithstanding, the Sold Companies shall not be required party granting access may withhold any document (or portions thereof) or information (i) that is subject to disclose any information to Buyer if such the terms of a non-disclosure would be reasonably likely to jeopardize any agreement with a third party, (ii) that constitutes privileged attorney-client privilege communications or conflict with any confidentiality obligations attorney work product and the transfer of which, or the provision of access to which Seller or any of the Sold Companies is bound; providedwhich, howeveras reasonably determined by such party’s counsel, that Seller shall and shall cause the Sold Companies to, take commercially reasonable efforts to obtain constitutes a waiver of any such confidentiality obligations upon Buyerprivilege or (iii) if the provision of access to such document (or portion thereof) or information, as determined by such party’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies counsel, would reasonably be expected to pay any consideration to any third party or amend or modify any Contract)conflict with Applicable Laws. Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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 toforegoing, the transactions contemplated herebyparty granting access shall provide Books and Records related to pending claims, without compliance and regulatory matters, reinsurance and any other matter that is the prior written consent subject of Seller (such consent not to be unreasonably withhelda pending matter, conditioned settlement or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of SellerOrder.

Access. During (a) From and after the Pre-Execution Date until Closing Period and subject to applicable Law and Section 5.11(b)or termination of this Agreement, Seller shall, and or shall cause the Sold Companies to, Company to afford to Buyer Purchaser (and any of its authorized officers, employees, agents, accountants, attorneys, investment bankers, landmen, consultants or other designated representatives (collectively, “Purchaser’s Representatives”)), reasonable access during normal business hours and upon prior reasonable written notice to Sellerthe Company’s and, to the officersextent related to the Company or the Company Assets, propertiesSeller’s, books and records (including the Company Records), in each case, in the possession or control of the Sold Companies as Buyer reasonably requests in connection with Company or its efforts Affiliates, and, solely for the purpose of Purchaser’s due diligence investigation of the Company Assets, but only to consummate the transactions contemplated by this Agreement; provided, extent that such access does not interfere with the normal business operations of Seller or the Sold Companies. In connection with Company, as applicable, may do so without violating any such access, Buyer and its Representatives shall cooperate with confidentiality or other obligations to any third Person or waiving any right to any legal privilege (provided that Seller and the Sold Companies and shall use their commercially reasonable efforts to minimize request and obtain any disruption consents or waivers necessary for Purchaser and Purchaser’s Representatives to the business. Notwithstanding anything to the contrary in this Agreementgain such access, 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, howeverfurther, that Seller shall not be obligated to expend any monies or incur any Damages). Seller shall provide Purchaser and/or Purchaser’s Representatives with reasonable access to the representatives of Castex for the purposes of Purchaser’s due diligence investigation of the Company Assets. All access by Purchaser shall be limited to Seller’s, the Company’s and Castex’s normal business hours, and Purchaser’s review shall cause be conducted in a manner that minimizes interference with Seller’s, Castex’s or their respective Affiliates’ businesses. (b) Purchaser acknowledges that the Sold Companies topermission of the operator or another third Person may be required before Purchaser will be able to inspect the Company Assets. Notwithstanding the foregoing, take Seller shall use commercially reasonable efforts to obtain a waiver 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 applicable operator of any Company Assets. All inspections pursuant to this Section 6.1 (subject to Section 6.2(b)) shall be conducted at Purchaser’s sole cost, risk and expense, and any conclusions made from any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require 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 rules, regulations and instructions issued by Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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 toAffiliates, the transactions contemplated herebyCompany or Castex, without as applicable, regarding the prior written consent actions of Seller Purchaser (such consent not and Purchaser’s Representatives) in conducting any inspection pursuant to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of Sellerthis Section 6.1.

Access. During From the Pre-date hereof and until the Closing Period and subject to applicable Law and Section 5.11(b)Date, Seller shall, and shall cause the Sold Companies to, afford to Buyer and its authorized Representativesofficers, agents, representatives and prospective lenders shall have reasonable access during normal business hours and upon prior reasonable written notice to Seller, to the officersall employees, properties, books books, records, contracts, Tax Returns and records documents of the 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 Representatives 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 boundSeller; provided, however, that the Buyer shall inform the Seller of its intention to seek access and the matters sought to be reviewed at least twenty-four (24) hours in advance and, further, that the access requested shall not interfere unreasonably with the Business, properties or operations of the Seller. The Seller and the Shareholder shall cause cooperate with the Sold Companies to, take Buyer by using their commercially reasonable efforts to obtain a waiver cause the Major Customers and Major Vendors to meet with and respond to all questions posed by the Buyer concerning the Seller and promptly responding to, and causing the Seller’s officers and employees promptly to respond to, all questions posed by the Buyer concerning the Seller, the Business, properties, condition (financial or otherwise) or prospects; provided, however, that Buyer’s advance notice shall include the proposed meeting time and proposed list of questions, and Seller shall have reserved the right, in its sole discretion, to attend any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that meeting and to approve, deny or edit any such commercially reasonable efforts shall request, with respect to the time of the interview and any question. If the Contemplated Transactions are not require consummated, the Buyer and its respective officers, agents and representatives will hold in confidence all information obtained from the Seller, any of its officers, agents or representatives, or the Shareholder, excepting however, any such information which (i) was or is in the public domain, (ii) was in fact known to the Buyer prior to disclosure to the Buyer by the Seller or the Sold Companies to pay any consideration to any third party Shareholder, or amend or modify any Contract). Notwithstanding anything (iii) is disclosed to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) Buyer and its Representatives shall not contact by a Third Party other than any employee or communicate with the employees, customers, suppliers, independent contractors, landlords, lessors, banks and or other business relations former employee of the Sold Companies in connection with, Seller subsequent to disclosure by the Seller or relating in the Shareholder. If any way toof the information to be provided under this Section 6.1 is subject to the privacy provisions of HIPAA, the transactions contemplated hereby, without the prior written consent of Seller (such consent not to information will be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of Sellerfurnished only in accordance with HIPAA.

Access. During a. From and after the Pre-date of this Agreement until the Closing Period and subject to applicable Law and Section 5.11(b)Date, Seller shall, and shall cause the Sold Companies to, afford to give Buyer and its employees, agents and authorized Representativesrepresentatives reasonable access, reasonable access during normal regular business hours and upon prior reasonable written notice advance notice, to Seller's employees, the Transferred Assets (including without limitation all trailers set forth on Appendix 5 to the officersExhibit A), properties, books and records of the Sold Companies Business, as are necessary to allow Buyer and its employees, agents and authorized representatives to make such inspections, to interview or confer with officers, employees, agents and representatives of the Seller, as Buyer reasonably requests believes are necessary and appropriate with respect to the Transferred Assets or the Business. Seller 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 Seller. Additionally, all records provided to Buyer pursuant to this section will be deemed to be "Confidential Information" for purposes of the Confidentiality Agreement. Buyer, however, shall not be entitled access to any materials containing privileged communications or information about employees, disclosure of which might violate an employee's reasonable expectation of privacy. Buyer expressly acknowledges that nothing in connection this Section 7.3 is intended to give rise to any contingency to Buyer's obligations to proceed with its efforts to consummate the transactions contemplated by herein. b. From and after the date of this Agreement; providedAgreement until the thirtieth (30th) day following the Closing Date, that such access does not interfere with the normal business operations of Seller or the Sold Companies. In connection with any such access, shall give Buyer and its Representatives shall cooperate with Seller employees, agents and authorized representatives reasonable access, during regular business hours and upon reasonable advance notice, to Seller's employees, the Sold Companies Optional Assets, and shall use their commercially reasonable efforts to minimize any disruption records of the Business related to the business. Notwithstanding anything Optional Assets, as are necessary to allow Buyer and its employees, agents and authorized representatives to make such inspections, to interview or confer with officers, employees, agents and representatives of the Seller, as Buyer believes are necessary and appropriate with respect 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 Optional Assets. Seller shall and shall cause have the Sold Companies to, take commercially reasonable efforts right to obtain have a waiver representative present at all times of any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller inspections, interviews and examinations conducted at or on the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) Buyer and its Representatives shall not contact or communicate with the employees, customers, suppliers, independent contractors, landlords, lessors, banks and offices or other business relations of the Sold Companies in connection with, facilities or relating in any way to, the transactions contemplated hereby, without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of Seller.

Access. During From the Pre-date of this Agreement until the Closing Period and subject to applicable Law and Section 5.11(b)Date, Seller shall, and shall cause the Sold Companies to, afford Subsidiaries to Buyer permit Purchaser and its authorized Representativesrepresentatives full access to, and make available for inspection, upon prior 24 hour notice and during reasonable access during normal business hours (or as otherwise agreed between the parties), the business of the Subsidiaries, including the employees, customers, lenders and upon suppliers of the Subsidiaries, and furnish Purchaser all documents, records and information relating thereto and with respect to the affairs of the Subsidiaries as Purchaser and its representatives may reasonably request, all for the sole purpose of permitting Purchaser to become familiar with the business and assets and liabilities of the Subsidiaries. The right of access described in the preceding sentence will include, without limitation, the right of entry on the Properties for the purpose of conducting test drilling of the Subsidiaries' mineral reserves and to conduct a Phase I Environmental Site Assessment ("ESA"), including specific review of the water rights of each Subsidiary outside the United States (each at Purchaser's sole risk and expense). Notwithstanding the foregoing, Purchaser shall not, without the prior reasonable written notice to consent of the Seller, to the officers, properties, books and records of the 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 contact or the Sold Companies. In connection otherwise communicate with any such accesscustomer of Seller, Buyer and its Representatives 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 a Subsidiary or any of the Sold Companies is boundtheir Affiliates; 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 reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) Buyer and its Representatives shall not Purchaser may contact or communicate with such customers that are also customers of Purchaser so long as (i) Purchaser does not during such contact or communication discuss the employeesterms, customersconditions, suppliers, independent contractors, landlords, lessors, banks and existence or any other business relations aspect of the Sold Companies in connection with, this Agreement or relating in any way to, the transactions contemplated herebythereby, including the impending availability of Seller's products or services, or (ii) a representative of Seller is provided reasonable prior notice of (which notice need not be written) and afforded a reasonable opportunity to participate in such contact or communication. Any additional Phase II environmental investigative work performed prior to the Closing Date shall be performed only upon prior written agreement of the parties. The Purchaser agrees that it shall conduct the activities specified in this paragraph in a manner that does not unreasonably interfere with the Subsidiaries' business activities at the Properties and in a manner that minimizes disturbance to the existing condition of the Properties. Purchaser agrees that it, its agents, employees, consultants, invitees, or permittees will present proper credentials when seeking access to the Properties and shall comply with all applicable safety and environmental laws and regulations when performing the activities contemplated herein. Following the activities specified herein, Purchaser shall restore the Properties to their original condition and shall remove all equipment, tools or other property brought onto the Properties. Any unreasonable disturbance to the Properties as a result of the work contemplated herein will be promptly corrected by the Purchaser and/or its agents, employees, consultants, invitees, or permittees. Prior to Closing, Purchaser, and/or its agents, employees, consultants, invitees, or permittees, shall not disclose, and shall maintain as confidential, all information obtained as a result of the work contemplated herein and the results of the Phase I ESA or additional Phase II environmental investigation performed prior to the Closing Date to any other Person (including, without limitation, any federal, state, or local governmental agencies, without the prior written consent of Seller (such consent not unless required by law to be unreasonably withheld, conditioned or delayeddo so), and (ii) Buyer shall have no right to perform invasive or subsurface investigations during the period from the Closing until the fifth anniversary of the properties Closing Date, Purchaser and/or its agents, employees, consultants, invitees, or facilities of the Sold Companies permittees shall not make such disclosures without the providing Seller 15 days' prior written consent of Sellernotice (unless required by law to do so)).

Access. During the Pre-Closing Period and subject to applicable Law and Section 5.11(b), (a) Seller shall, and shall cause the Sold Companies to, afford grants to Buyer and its authorized RepresentativesBuyer’s agents, employees, surveyors, architects, engineers, and consultants a nonexclusive license to enter at all reasonable access during normal business hours times upon Parcel B (which entrance may be across Parcel A or Parcel C, if necessary), at their own cost and upon prior reasonable written notice risk, and so long as they do not unreasonably interfere with Seller’s possession, for the purpose of allowing Buyer to Sellerconduct whatever soil and engineering tests, to feasibility studies, surveys and other physical examinations of Parcel B Buyer deems appropriate. To ensure that Buyer is not unreasonably interfering with the officers, properties, books and records operation of the Sold Companies as maintenance facilities located on Parcel B, Buyer reasonably requests in connection with its efforts shall contact Seller to consummate the transactions contemplated by this Agreement; providedarrange reasonable dates and times for accessing Parcel B. Seller’s consent to Buyer’s request to access Parcel B shall not be unreasonably withheld. (b) Buyer shall indemnify, that defend, and hold Seller free and harmless from all loss and liability (including, without limitation, attorneys’ fees and court costs) arising from such access does not interfere with the normal business operations activities of Seller or the Sold Companies. In connection with any such access, Buyer and its Representatives shall cooperate with Seller agents, employees and consultants upon the Sold Companies Property, and shall use their commercially reasonable efforts to minimize from all mechanic’s, material persons’ and other liens resulting solely and directly from any disruption to the business. Notwithstanding anything to the contrary in this Agreement, Seller such conduct of Buyer 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 boundits agents and employees; 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 reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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 consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right liability for any loss or damage attributable to perform invasive the acts or subsurface investigations omissions of Seller or Seller’s agents, employees, invitees, or licensees (other than Buyer) nor shall Buyer have liability for the mere discovery of Hazardous Materials not deposited or placed upon the Property by Buyer. Buyer shall repair and replace any damage to the Property caused by any entry on and/or examination of Parcel B by Buyer or Buyer’s agents, employees, surveyors, architects, engineers, or consultants. Buyer shall not permit or suffer the release or disposal of any Hazardous Substances on Parcel B or any other portion of the properties or facilities Property. Buyer’s obligations pursuant to this Section 5.2 shall survive the Closing Date and any termination of the Sold Companies without the prior written consent of SellerEscrow.

Access. During (i) Subject to the Pre-Closing Period and subject to applicable Law and last sentence of Section 5.11(b6(d)(ii), the Seller shallwill permit, and shall Parent and Seller will cause the Sold Companies toCompany to permit, afford representatives of the Buyer, upon providing reasonable advance notice, to Buyer and its authorized Representatives, have access at all reasonable access times during normal business hours hours, and upon prior reasonable written notice in a manner so as not to Seller, to the officers, properties, books and records of the 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 the Company, to all premises, properties, personnel, books, records (including tax records, financial records of the Company from the Company's accountants, and environmental surveys, studies, and reports), contracts, and documents of or the Sold Companies. In connection with any such access, Buyer and its Representatives shall cooperate with Seller and the Sold Companies and shall use their commercially reasonable efforts to minimize any disruption pertaining 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 boundBusiness; provided, however, that, to the extent that the Buyer conducts any environmental review of the Owned Real Property or the Leased Real Property, such review shall be conducted, at the Buyer's sole expense, in accordance with a mutually acceptable site access and confidentiality agreement among the Parties, and only after the prior approval of the Seller shall and Parent, and shall cause the Sold Companies to, take commercially reasonable efforts to obtain a waiver of any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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 herebyinclude, without the Seller's and Parent's prior written consent of approval, any drilling or sampling (with all such prior approvals by Seller (such consent and Parent not to be unreasonably withheld, conditioned or delayed). The Seller shall have the option, but not the obligation, to receive copies of all non-privileged reports generated or data collected by the Buyer or its representatives in conducting any environmental review of the Owned Real Property or the Leased Real Property, and upon the Seller's request, the Buyer shall have the obligation to provide the Seller with copies of all non-privileged reports generated or data collected by the Buyer or its representatives in conducting any environmental review of the Owned Real Property or the Leased Real Property. The information to be provided to the Buyer hereunder shall include (i) the Company's audited financial statements for the calendar year period ended December 31, 2002 as soon as such audited financial statements are available, and (ii) Buyer shall have no right to perform invasive or subsurface investigations the Company's unaudited monthly financial statements for each month of the properties current calendar year as soon as reasonably practicable after such financial statements are available. (ii) Any and all information (which shall be deemed to include, without limitation, all environmental surveys, studies, and reports) that the Buyer receives from Parent or facilities the Seller shall be subject in all respects to strict compliance with the terms and conditions of the Sold Companies without Confidentiality Agreement dated as of October 22, 2002 by and between Parent and the prior Buyer (the "Confidentiality Agreement"). In the course of the reviews contemplated by this Section 6(d), the Buyer will not use any of the information except as expressly permitted by the Confidentiality Agreement, and, if this Agreement is terminated for any reason whatsoever, will return to Parent or the Seller, as the case may be, all tangible embodiments (and all copies) of such information which are in its possession. Parent and the Seller shall be entitled to withhold Confidential Information or access from Buyer upon written consent advice of Sellercounsel that the disclosure of such Confidential Information to Buyer could result in the violation by Parent or the Seller of state or federal law or an applicable confidentiality agreement with a third party; and in such event, the Parties shall endeavor to agree upon such arrangements as are reasonably acceptable to the Parties and their counsel pursuant to which as much of such Confidential Information as can be lawfully provided to Buyer is so provided (which shall, in any event, include all information that is required to be disclosed under the provisions of Section 6(e) below).

Access. During Prior to the Pre-Closing Period and subject to applicable Law and Section 5.11(b)Closing, Seller shall, and Sellers shall cause the Sold Companies to, afford to the employees, attorneys, accountants or other authorized representatives of Buyer and its authorized Representatives, financing sources reasonable access during normal business hours and upon prior reasonable written notice to Seller, to the officersbusiness, propertiesReal Estate, facilities, books and records (regardless of form or medium, which shall include, without limitation, source code and related documentation, databases, and other electronic media), and employees who are at (i) the manager level of Director and above and provide Sellers with a reasonable opportunity to designate a representative of management to accompany Buyer on such visit and (ii) any level below Director so long as accompanied by a designee of the Sold Companies management of Sellers and the PCA Subsidiaries, so as to afford Buyer and its financing sources reasonable opportunity to make such review, examination and investigation of the Business as Buyer reasonably requests determine is necessary in connection with its efforts to consummate the consummation of the transactions contemplated by this Agreement; providedhereby and the financing thereof and during such period Sellers shall furnish, that such access does not interfere with the normal business operations of Seller or the Sold Companies. In connection with any such accessas reasonably promptly as practical, to Buyer and its Representatives 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 representatives any information to Buyer if such disclosure would be they may reasonably likely to jeopardize any attorney-client privilege or conflict with any confidentiality obligations to which Seller or any of the Sold Companies is boundrequest; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere in a material way with the normal operations and business of Sellers, and Buyer shall be permitted to make extracts from or to make copies of such books and records as may be reasonably necessary in connection therewith; provided, however, that in the event that any Seller has executed an agreement with a third party providing that any information in its possession from such third party is covered by confidentiality protections, Seller shall not provide access to such information to Buyer until Seller has obtained the necessary waivers from such third party to permit the disclosure to Buyer of such information and Seller shall cause the Sold Companies to, take commercially reasonable use its best efforts to obtain a waiver such waivers. Sellers shall promptly deliver to Buyer copies of all pleadings, motions, notices, statements, schedules, applications, reports and other papers filed by Sellers, or by any such confidentiality obligations upon Person in the Cases. Sellers shall promptly provide to Buyer all documents and materials relating to the Assets, the Business and the Assumed Agreements or any portion thereof, and otherwise cooperate with Buyer, to the extent reasonably necessary in connection with Buyer’s preparation for or participation in any part of the Cases in which Buyer’s participation is necessary, required or reasonably appropriate. Sellers shall also execute and deliver any consents or waivers necessary to provide Buyer access to the work papers of Sellers’ independent accountants. Sellers shall provide the Buyer and their representatives with reasonable prior written request access to the facilities used in the operation of the Business so long as Buyer provide Sellers with sufficient advance notice of such access (it being understood that such commercially reasonable efforts which shall not require be no less than two business days) to permit Sellers to designate a party to accompany Buyer when they are visiting Sellers’ facilities should they so desire and shall cooperate with Buyer in connection with Buyer’s environmental due diligence investigation, if any. All requests for information pursuant to this Section 6.1(a) shall be directed to any of Seller the persons listed on Schedule 6.1(a) or any other such additional person as may be designated by Seller. All information received pursuant to this Section 6.1(a) shall be governed by the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to terms of that confidentiality letter between certain of the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) Buyer and its Representatives shall not contact or communicate with Sellers, dated March 16, 2007 (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 consent not to be unreasonably withheld, conditioned or delayed“Confidentiality Agreement”), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of Seller.

Access. During the Pre-Closing Period Sellers will permit representatives of each Buyer (including legal counsel and subject accountants) to applicable Law and Section 5.11(b), Seller shallhave reasonable access at reasonable times, and shall cause the Sold Companies to, afford in a manner so as not to Buyer and its authorized Representatives, reasonable access during normal business hours and upon prior reasonable written notice to Seller, to the officers, properties, books and records of the 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 Sellers, to all premises, properties, personnel (including its IT support personnel), books, landlords, suppliers, vendors, records (including tax records), contracts, and any other documents or records of or pertaining to the Sold CompaniesPurchased Assets; provided, however, Buyers and their representatives shall coordinate all requests for access and information with the chief restructuring officer of Sellers. In Such access shall include the provision of adequate workspace for at least one representative of each Buyer with telephone, computer, printer and internet access. Buyers will treat and hold as such any Confidential Information they receive from Sellers in the course of the reviews contemplated by this Section 5(d), including, without limitation, any Confidential Information they received prior to the date hereof, will not use any of the Confidential Information except in connection with this Agreement, and, if this Agreement is terminated for any reason whatsoever, will return to Sellers or destroy all tangible embodiments (and all copies) of the Confidential Information which are in their possession. Sellers shall promptly deliver to each Buyer copies of all pleadings, motions, notices, statements, schedules, applications, reports and other papers filed by Sellers in their Chapter 11 Case as Buyers shall reasonably request. Notwithstanding the preceding sentence, if either Buyer or any of its representatives becomes legally required to disclose any Confidential Information that it is otherwise obligated to hold in confidence pursuant to this Section 5(d)(i), such access, Buyer will promptly notify the Sellers and its Representatives shall cooperate with Seller and the Sold Companies and shall will use their all commercially reasonable efforts to minimize cooperate with the Sellers so that the Sellers may seek a protective order or other appropriate remedy and/or waive compliance with this Section 5(d)(i). If such protective order or other remedy is not obtained, or if the Sellers waive compliance with this Section 5(d)(i), such Buyer will (a) disclose only that portion of the Confidential Information which its legal counsel advises it is compelled to disclose or otherwise stand liable for contempt or suffer other similar significant corporate censure or penalty, (b) use all commercially reasonable efforts to obtain reliable assurance requested by the Sellers that confidential treatment will be accorded such Confidential Information, and (c) promptly provide the Sellers with a copy of the Confidential Information so disclosed, in the same form and format so disclosed, together with a list of all Persons to whom such Confidential Information was disclosed. Sellers will provide to Buyers the information set forth on Schedule 5(d) substantially in accordance with the time periods set forth on such Schedule. To the extent that such information relates to trade secrets or other proprietary information of third parties, the parties will reasonably cooperate with one another to ensure that the provision of such information does not violate any disruption applicable terms of the licenses or other agreements relating to such information. Sellers will provide the Buyers with reasonable access to the business. Notwithstanding anything Acquired Stores which they intend to purchase for the contrary in this Agreementpurpose of installing, Seller at such Buyer's cost, wide area network lines, computer software and related assets necessary to effect the Sold Companies shall not be required transition the Acquired Stores on the Closing Date to disclose any such Buyer's 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 boundtechnology systems; provided, however, that Seller shall and shall cause if this Agreement is terminated, such Buyer will bear the Sold Companies to, take commercially reasonable efforts to obtain a waiver cost of removing any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood assets; and provided further that such commercially reasonable efforts installation shall not require any occur in a manner that unreasonably interferes with Sellers' operation of Seller the Acquired Stores; and provided further that in no event shall Buyers connect the installed equipment or otherwise have access to Sellers' computer network prior to Closing. Further, Sellers will permit the Sold Companies Buyers to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything have reasonable access (provided that such access shall be to the contrary contained herein, except as otherwise expressly provided in Section 5.6, extent practicable during the Pre-Closing Period, times other than normal business hours and Buyers shall bear any associated costs (i) 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 herebyincluding, without limitation, any associated payroll and related costs)) to its personnel prior to the prior written consent Closing so that Buyers may train such personnel in the use of Seller (such consent not to be unreasonably withheld, conditioned or delayed), Buyers' installed equipment and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of Sellersystems.

Access. During (a) Between the Predate hereof and the Closing Date, Sellers and the Companies shall, upon written request of Buyers (which may be by e-Closing Period and subject mail to applicable Law and Section 5.11(ba Representative designated by Sellers), Seller shall, and shall cause the Sold Companies to, afford to Buyer and its authorized Representatives, grant Buyers reasonable access during normal business hours and upon prior reasonable written notice to Seller, to the officers, properties, books assets and records of Sellers and the Sold Companies as Buyer reasonably requests in connection with its efforts for the purpose of conducting reasonable due diligence and integration review, but only to consummate the transactions contemplated by this Agreement; providedextent that Buyers may do so, and to the extent that such access does not interfere with Sellers and the normal business operations of Seller or Companies have the Sold Companies. In connection with any authority to grant such access, Buyer and its Representatives shall cooperate with Seller and the Sold Companies and shall use their commercially reasonable efforts to minimize without breaching any disruption Law or binding agreement entered into prior to the businessdate of this Agreement. Notwithstanding anything to the contrary in this Agreementforegoing, Seller and the Sold Companies no invasive inspection or sampling of soil or materials 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 reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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, performed without the prior written consent of Seller (such consent not Sellers, which may be withheld in its sole and absolute discretion. Buyers shall, to be unreasonably withheldthe extent they are granted access, conditioned or delayed)abide by the Companies’ safety rules, regulations, and operating policies while conducting its due diligence and integration planning evaluation. (iib) Buyer The access granted to Buyers under this Section 7.9 shall have no right be limited to perform invasive or subsurface investigations the Companies’ normal business hours, and the investigation shall be conducted in a manner that minimizes interference with the operation of the properties Companies. Buyers shall coordinate their access rights with Sellers to reasonably minimize any inconvenience to or facilities interruption of the Sold conduct of the businesses of the Companies without or Sellers. (c) Buyers acknowledge that, pursuant to their right of access, Buyers may become privy to confidential and other information of Sellers and the prior written consent Companies and that such confidential information shall be held confidential by Buyers in accordance with the terms of Sellerthe Confidentiality Agreement and any applicable privacy Laws regarding personal information. (d) In connection with the rights of access, examination and inspection granted to Buyers under this Section 7.9, BUYERS HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS SELLERS AND THE COMPANIES FROM AND AGAINST ANY AND ALL DAMAGES ATTRIBUTABLE TO PERSONAL INJURY, DEATH, PHYSICAL PROPERTY DAMAGE OR VIOLATION OF THE COMPANIES’ RULES, REGULATIONS OR OPERATING POLICIES WHICH ARE PROVIDED TO BUYERS PRIOR TO THE APPLICABLE INSPECTION, TO THE EXTENT ARISING OUT OF OR RESULTING FROM ANY ACT OR OMISSION OF BUYERS OR THEIR AFFILIATES OR REPRESENTATIVES IN CONNECTION WITH ANY FIELD VISIT OR OTHER DUE DILIGENCE ACTIVITY CONDUCTED BY THE INSPECTING PARTY PURSUANT TO THIS SECTION 7.9.

Access. During Prior to the Pre-Closing Period and subject to applicable Law and Section 5.11(b)Closing, Seller shall, and Sellers shall cause the Sold Companies LLC to allow Purchaser through its officers, employers and representatives (including its counsel, accountants and advisors) to have reasonable access to, afford and to Buyer make such investigation of, the properties, businesses and its authorized Representativesoperations of the LLC, and such examination of the books, records, financial condition and other documents of the LLC as the Purchaser may reasonably request and to make extracts and copies of such books, records and other documents as the Purchaser may reasonably request. Any such investigation and examination shall be conducted upon reasonable access prior notice to the LLC and during normal regular business hours and upon prior under reasonable written notice circumstances (including so as to Seller, to the officers, properties, books and records of the 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 unnecessarily interfere with the normal business or operations of Seller or the Sold Companies. In connection with any such accessLLC), Buyer and its Representatives 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 Sellers shall cause the Sold Companies toLLC to cooperate reasonably therein. As part of such examination, take commercially reasonable efforts to obtain a waiver Sellers will cause the LLC, with the prior approval of any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts ▇▇▇▇▇▇ and Thales, which approval shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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 consent not to be unreasonably withheld, conditioned or delayed), to permit the Purchaser and (ii) Buyer shall have no right its appropriate senior officers and representatives to perform invasive or subsurface investigations engage in discussions with bank lenders, holders of debt securities, major customers and suppliers of the properties or facilities LLC. Any such discussions shall be subject to reasonable limitations, including, without limitation, that such discussions shall be conducted at reasonable times in the presence of a representative of the Sold Companies without LLC, the Sellers or their designee and under reasonable circumstances. No investigation by the Purchaser prior written consent to or after the date of Sellerthis Agreement shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers contained in this Agreement or any Ancillary Document contemplated hereby. In order that the Purchaser may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as the Purchaser may reasonably request of the affairs of LLC, the Sellers shall and shall cause the LLC and Sellers' and the LLC's respective officers, employees, consultants, agents, accountants, attorneys and other representatives to cooperate reasonably with such representatives of the Purchaser in connection with such review and examination.

Access. During (a) Between the Pre-date hereof and the Closing Period and subject to applicable Law and Section 5.11(b)Date, Seller shall, and Sellers shall cause the Sold Companies to, afford DMS Entities to Buyer authorize and its authorized Representatives, permit Buyers and their Representatives (including their independent accountants and counsel) to have reasonable access during normal business hours hours, upon reasonable prior notice and upon prior reasonable written notice to Sellerin such manner as will not unreasonably interfere with the operations or conduct of the Business or the other businesses of Sellers or their Affiliates, to such (i) facilities and assets of the officersDMS Entities, (ii) properties, books and records relating to the Business and (iii) officers of Sellers or their Affiliates, in each case, as Buyers may from time to time reasonably request for the Sold Companies as Buyer reasonably requests in connection with its efforts to consummate purpose of obtaining any necessary Approvals of, consents for or Permits for the transactions contemplated by this Agreement; provided, however, that neither Sellers nor the DMS Entities shall be required to supply any document or information or take any other action that would or may reasonably be expected to constitute a waiver of the attorney-client or other legal privilege or protection, violate any Law, or result in a breach of or a default under any obligation owed to a third party. All requests for such access does not interfere with the normal business operations shall be made to such of Seller or the Sold Companies. In connection with any such accessSellers’ Consent Representatives as Sellers shall designate, Buyer and its Representatives who shall cooperate with Seller and the Sold Companies be solely responsible for coordinating and shall coordinate all such requests and all access permitted hereunder. Any information provided to or obtained by Buyers or their representatives under this Section 5.1 shall be subject to the terms of the confidentiality agreement dated May 18, 2005, between Targa, and Dynegy (as amended, the “Confidentiality Agreement”) provided the Confidentiality Agreement shall expire at the Closing. (b) Prior to the Closing Date, the Sellers shall cause the Electronic Data Room to be maintained and shall allow Buyers continued access to the Electronic Data Room. The Sellers will use their commercially reasonable efforts to minimize any disruption cause IntraLinks not later than ten (10) Business Days after the Closing to the business. Notwithstanding anything provide 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 Buyers an electronically readable form of the Sold Companies is bound; provideddata included in the Electronic Data Room or, howeverif unsuccessful in such regard, that Seller shall and shall cause the Sold Companies to, take commercially reasonable efforts will directly provide such data to obtain a waiver of any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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 consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of SellerBuyers.

Access. During the Pre-Closing Period Seller will (a) during ordinary business hours and subject to applicable Law and Section 5.11(b)upon reasonable notice from Buyer, Seller shall, and shall cause the Sold Companies to, afford to permit Buyer and its authorized Representativesrepresentatives to have access to all Purchased Assets, reasonable access during normal business hours including without limitation books, records, offices and upon prior reasonable written notice other facilities and properties of the Business, in order to Sellermake 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 officersPurchased 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, books (d) make available to the Buyer a copy of each material report, schedule or other document (to the extent accessible to Seller without undue effort) filed or received by the Seller since November, 1996 with respect to the Purchased Assets with any Governmental Authority having jurisdiction over the Purchased Assets and records (e) otherwise reasonably cooperate in the examination or audit of the Sold Companies as Buyer reasonably requests in connection with its efforts to consummate the transactions contemplated Business 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 Representatives 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 boundBuyer; provided, however, that (i) any such inspection shall be conducted in such a manner as to not interfere unreasonably with the operation of the Purchased Assets, (ii) neither the Seller nor the Company shall and shall cause the Sold Companies to, be required to take commercially reasonable efforts to obtain any action that would constitute a waiver of the attorney-client privilege, (iii) neither the Seller nor the Company need supply the Buyer with any information that the Seller is legally prohibited from supplying and (iv) with respect to customer data, Buyer's employees may only review customer data information at the premises of the Business and in the presence of representatives of Seller and Buyer shall not make copies of such confidentiality obligations upon Buyer’s reasonable information. Without Seller's prior written request (it being understood that such commercially reasonable efforts consent, Buyer shall not require any of Seller be entitled or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, 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 deemed to prevent Buyer 140 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 acts or omissions of Buyer or Buyer's agents, employees, contractors, representatives or subcontractors relating to the whole or any part of the Real Property. Buyer shall indemnify, defend and hold Seller harmless from and against any and all claims and liens arising out of the respective activities of Buyer and its Representatives shall not contact authorized representatives in and about the Real Property prior to the Closing or communicate with the employees, customers, suppliers, independent contractors, landlords, lessors, banks and or other business relations earlier termination 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 consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of Sellerthis Agreement.

Access. During Until the Pre-Closing Period Closing, and subject to applicable Law and Section 5.11(b)5.13 hereof, Seller shall, and shall cause the Sold Companies to, afford to give Buyer and its authorized RepresentativesBuyer’s Representatives full and complete access, upon reasonable access during normal business hours notice and upon prior at reasonable written notice to Sellertimes, to the officersAcquired Assets and to Seller’s offices, propertiesemployees, business and financial records, Contracts, business plans, budgets, projections, and commitments and other documents and information of Seller concerning the Business and the Acquired Assets, in order that Buyer may have full opportunity to make such examination and investigation as it may desire, Including (a) physical inspections of Vessels, Vehicles, Equipment, Terminals and Real Property, (b) undertaking a Phase I environmental report, (c) such examination of the books and records of the Sold Companies Seller pertaining to the Acquired Assets and the Business, as Buyer reasonably requests and (d) making extracts and copies of such books and records. Buyer’s access shall not unreasonably interfere with Seller’s continuing operation of the Business and shall be subject to Seller’s customary safety and security policies. Except as specifically set forth herein, without Seller’s prior consent, Buyer may not conduct any borings or any disassembly, destructive analysis or testing of any Acquired Asset. Buyer’s contacts with Seller’s employees shall remain subject to guidance and control by Seller’s management, and Seller shall not discuss future employment issues with any such employee without prior notice to and consent by Seller, which shall not be unreasonably withheld. Seller shall furnish Buyer’s representatives during such period with all such information in Seller’s possession or control as such representatives may reasonably request concerning the Acquired Assets and the Business and instruct Seller’s respective officers, employees, consultants, agents, accountants, and attorneys to cooperate fully with Buyer’s representatives in connection with its efforts to consummate the transactions contemplated by this Agreementsuch review and examination; 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 Representatives 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, provided however, that Seller shall Buyer and shall cause the Sold Companies to, take commercially reasonable efforts to obtain a waiver of any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) Buyer and its Representatives shall not contact or communicate with hold the employees, customers, suppliers, independent contractors, landlords, lessors, banks documents and or other business relations of the Sold Companies in connection with, or relating in any way toinformation concerning Seller, the transactions contemplated hereby, without Acquired Assets and the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of SellerBusiness confidential in accordance with Section 5.13 hereof.

Access. (a) During the Pre-Closing Period and subject to applicable Law and Section 5.11(b)pendency of this Agreement, Seller shallPurchaser, and shall cause the Sold Companies to, afford to Buyer and personally or through its authorized Representativesagents, shall be entitled upon at least two (2) Business Days’ prior notice (or such shorter period as may be acceptable to Seller in its sole discretion) to Seller, which notice may be given by telephone or e-mail to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ at 617-737-4100 or ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, to reasonable access during normal business hours to the Real Property, provided that (i) such access shall be subject to (A) Tenants’ rights under their Leases and upon prior reasonable written notice to (B) applicable law, (ii) such access shall not unreasonably interfere with the use, occupancy, management or operation of the Real Property or any portion thereof by Seller, their respective property manager(s) or their respective Tenants and licensees and (iii) Seller shall have the right to the officers, properties, books and records of the Sold Companies as Buyer reasonably requests have a representative present in connection with its efforts to consummate the transactions contemplated by this Agreement; provided, that such access does not interfere with to the normal business operations Real Property. Without limiting the foregoing, all rights granted to Purchaser pursuant to this Article 5 shall be subject in all respects to the provisions of Seller or the Sold CompaniesVertex Leases. In connection with any such access, Buyer and its Representatives Purchaser shall cooperate with Seller and have the Sold Companies and shall use their commercially reasonable efforts right to minimize any disruption conduct inspections of the Real Property, subject to the businessterms set forth below. Notwithstanding anything to Without Seller’s prior written consent, which Seller may give or withhold in their respective sole discretion, Purchaser shall not conduct any Phase II investigations, soil borings, testing or sampling of any surface or subsurface soils, water or other materials, or other physically invasive tests on or around the contrary in this AgreementReal Property. Without Seller’s prior written consent, Seller and the Sold Companies which shall not be required unreasonably withheld, Purchaser shall not collect air samples on or around the Real Property. Purchaser’s rights of entry hereunder shall be subject to disclose the following additional terms and conditions: (b) Purchaser shall provide to Seller in advance the names, addresses and scope of work for each consultant, contractor and agent who will be conducting due diligence at the Real Property. (c) Purchaser hereby agrees to indemnify, defend and hold harmless Seller and Seller Parties against and from 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 and all Claims resulting from the inspection of the Sold Companies is boundProperty by Purchaser or Purchaser’s affiliates, representatives, agents, contractors, consultants, employees, attorneys or licensees (collectively, the “Purchaser Parties”); provided, however, that Purchaser shall not indemnify, defend or hold harmless Seller or Seller Parties against Claims caused by Seller’s negligence or willful misconduct or which arise out of the mere discovery of conditions that were present before Purchaser or the Purchaser Parties entered onto the Real Property. The foregoing indemnification obligation shall survive the Closing or termination of this Agreement. (d) Purchaser covenants and agrees to pay in full for all investigations and studies undertaken by or on behalf of Purchaser pursuant hereto (“Purchaser’s Work”) and to pay in full all persons who perform labor on the Real Property with respect to Purchaser’s Work, and not to permit or suffer any mechanic’s or materialman’s Lien of any kind or nature to be filed against the Property in connection with any of Purchaser’s Work. Purchaser’s Work shall be conducted at Purchaser’s sole expense and shall be conducted in accordance with applicable laws, including, without limitation, laws relating to worker safety and the proper disposal of discarded materials. (e) Purchaser shall, at Purchaser’s sole cost and expense, promptly repair any damage to the Property caused by Purchaser or the Purchaser Parties and restore such Property or any portion thereof to substantially the same condition it was in prior to such damage, failing which Seller may perform such repairs and restoration and Purchaser shall reimburse Seller for the reasonable cost and expense thereof. (f) Prior to such time as Purchaser or any of the Purchaser Parties enter the Property, unless otherwise agreed in writing by Seller, Purchaser shall obtain or cause to be obtained insurance coverage as described below, for any and all Claims arising in connection with or incident to (i) the inspection of the Property by Purchaser or Purchaser’s Parties or (ii) the Purchaser’s or Purchaser Parties’ presence thereon: (i) Commercial General Liability Insurance on an “occurrence” basis, covering Purchaser’s activities and the activities of the Purchaser Parties on or about the Property, including (i) Protective Liability, (ii) Products/Completed Operations Liability, (iii) Broad Form Property Damage Liability, and (iv) Contractual Liability (which includes, without limitation, coverage for the indemnity and hold harmless agreement set forth in this Section 5.1), against claims for bodily injury, personal injury (with employee and contractual exclusions deleted), property damage and death, with limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily or personal injury or death, and Two Million Dollars ($2,000,000) aggregate per location, with aggregate limits of liability applying separately to Products/Completed Operations and all other general liability coverages combined; (ii) Commercial automobile insurance with limits of at least One Million Dollars ($1,000,000) per occurrence; (iii) Workers compensation insurance with statutory limits; (iv) Employers’ liability insurance with limits of at least One Million Dollars ($1,000,000); (v) Each liability policy shall be written on an “occurrence” basis, if available. If any such policy is not available on an “occurrence” basis, and such policy is written on a “claims made” basis, such policy shall be subject to Seller’s prior written approval. Each policy must be written so that the effective (or retroactive) date of the policy is prior to the date of Purchaser’s first access to the Property. Any such “claims made” basis policy shall be maintained until the expiration of any applicable statute of limitations, but in any event for a period of not less than one (1) year following the date of this Agreement; (vi) If any such insurance policy expires before the termination of Purchaser’s obligation to carry such insurance pursuant to this Agreement, Seller shall be provided with renewal certificates or binders prior to such expiration; (vii) All insurance coverage required to be maintained by Purchaser hereunder shall be issued by insurance companies having a A.M. Best rating of at least A-VIII; and (viii) Before any entry onto the Property by any Purchaser Party, Purchaser shall provide Seller with one or more certificates of insurance naming each Seller, Fan Pier Development LLC, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Member LLC, 11 Fan Pier Boulevard Member LLC, CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ — N.E. Partners, LP as Managing Agent, Fallon Management Company LLC, The Fallon Company LLC, Cornerstone Real Estate Advisers LLC, Massachusetts Mutual Life Insurance Company, any affiliates of Seller as Seller may reasonably request upon reasonable advanced notice and Drawbridge Special Opportunities Fund LP, as agent for certain lenders, as additional insureds on the commercial general liability insurance and commercial automobile insurance policies. (g) Purchaser shall cause not communicate with any Tenants without giving Seller at least two (2) Business Days’ prior notice, which notice may be given by telephone or e-mail to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ at 617-737-4100 or ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, and a representative of Seller shall have the Sold Companies toright to be present when Purchaser or its representatives communicate with any Tenants. (h) Purchaser shall not communicate with any marketing or leasing personnel, take or architects, engineers or contractors of the Property without Seller’s prior written approval, and a representative of Seller shall have the right to be present when Purchaser or its representatives communicate with any marketing or leasing personnel, or architects, engineers or contractors of the Property. (i) Except to the extent contemplated in Section 5.3(b) with respect to the Transaction Press Release, the Required Form 8-K Filing and the Required Agreement Filing, in no event shall Purchaser or its affiliates, attorneys, agents or representatives communicate with any Governmental Authority concerning the Property or the proposed sale of the Property; provided, however, that as long as this Agreement is in effect, Purchaser and its affiliates, attorneys, agents or representatives may contact any Governmental Authority as part of Purchaser’s customary due diligence to confirm compliance with applicable environmental, zoning and building code requirements provided that: (i) neither Purchaser nor its affiliates, attorneys, agents or representatives shall disclose the proposed sale of the Property or any aspect thereof (including, without limitation, the proposed purchase price to be paid for the purchase of the Property) to any of such Governmental Authorities; (ii) in no event shall Purchaser or its affiliates, attorneys, agents or representatives request any inspections of the Property by any of such Governmental Authorities; and (iii) Purchaser and its affiliates, attorneys, agents or representatives shall use commercially reasonable efforts to obtain a waiver avoid triggering any inspections of the Property by any of such confidentiality obligations upon Buyer’s reasonable prior written request Governmental Authorities. (it being understood j) The provisions of this Section 5.1 supersede the provisions of the Access Agreement dated December 31, 2013 between Seller and Purchaser, except that the provisions of this Section 5.1 shall be construed as if they were in effect during the term of such Access Agreement notwithstanding that such commercially reasonable efforts shall not require any term predates the effectiveness of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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 consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of Sellerthis Agreement.

Access. During the Pre-Closing Period and subject to applicable Law and Section 5.11(b), Seller shall(a) Subject to, and shall cause except as contemplated by, Section 6.6, the Sold Companies to, afford to Buyer Company will permit Parent and its authorized Representativesrepresentatives (including legal counsel and accountants) to have, upon prior written notice, reasonable access during normal business hours and upon prior under reasonable written notice circumstances, in compliance with applicable Law and in a manner so as not to Seller, to the officers, properties, books and records of the 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 (i) interfere with the normal business operations of Seller or the Sold Acquired Companies. In connection with any such access, Buyer and its Representatives shall cooperate with Seller and the Sold Companies and shall use their commercially reasonable efforts to minimize any disruption to the business. Notwithstanding anything premises, management, books, records, contracts and documents of or pertaining to the contrary in this AgreementAcquired Companies or (ii) impose any material costs on the Acquired Companies; provided, Seller and that the Sold Companies Company shall not be required to disclose any afford such access or furnish such copies or other information to Buyer if such disclosure would reasonably be reasonably likely expected to jeopardize any result in the loss of attorney-client privilege privilege, or conflict with any trade secret protection held by the Acquired Companies or violate confidentiality obligations owing to which Seller third parties; provided further that if any information is withheld by the Acquired Companies pursuant to the foregoing the Company shall inform Parent as to the general nature of what is being withheld. None of the Company or any of the Sold Companies is bound; providedCompany Securityholders (including the Representative) makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 6.4, howeverand none of Parent, that Seller Intermediate Holdco or Merger Sub may rely on the accuracy of any such information, in each case, other than as expressly set forth in the Company’s representations and warranties contained in Article IV (Representations and Warranties of the Company). All requests for information made pursuant to this Section 6.4 shall be directed to the General Counsel or Chief Financial Officer of the Company. Parent shall comply with, and shall cause its representatives to comply with, all of its and their obligations under the Sold Companies toConfidentiality Agreement with respect to the information disclosed pursuant to this Section 6.4, take commercially reasonable efforts to obtain a waiver which agreement will remain in full force and effect. (b) Neither Parent nor any of its representatives shall contact any employee, customer, supplier or landlord of any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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 consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Acquired Companies without the prior written consent of Sellerthe Company (not to be unreasonably withheld or delayed).

Access. During the Pre-Closing Period and subject to applicable Law and Section 5.11(b), Seller shall, and shall cause the Sold Companies to, afford to Buyer The Company will permit Purchaser and its authorized RepresentativesRepresentatives to have reasonable access, reasonable access during normal business hours and upon prior reasonable written notice to Sellerthe Closing Date, to the officers, properties, books and records of the (a) will require any Person to provide any information regarding the Sold Companies Company in any other format other than its existing format or otherwise to manipulate or reconfigure any data; (b) will require any Person to provide Purchaser with access to or copies of any information that must be maintained as Buyer confidential by applicable Law, in the reasonable opinion of the Company’s counsel, or the terms of any confidentiality or contractual obligations binding on the Company; (c) will require any Person to provide Purchaser with access to or copies of any information that relates solely to other businesses or operations of the Sellers or their respective Affiliates and not relating to the Business; and (d) will permit Purchaser to conduct any soil, sediment, groundwater, surface water, air, building material or other similar sampling. The Parties will, to the extent legally permissible, reasonably necessary and practicable, cooperate in good faith to make appropriate substitute arrangements or seek an appropriate work-around under circumstances in which the restrictions of the preceding (a) and (b) apply. All requests for access will be made to such Representatives of the Company as the Sellers will designate, who will be solely responsible for coordinating all such requests and access thereunder. Notwithstanding the foregoing, prior to the Closing, (i) Purchaser may contact the Company’s employees, customers and suppliers at reasonable times and in connection with its efforts reasonable manners to consummate discuss the transactions contemplated by this AgreementTransactions; provided, that such access does not interfere with the normal business operations of Seller or the Sold Companies. In connection with prior to any such access, Buyer and its Representatives 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 reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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 tocontact, the transactions contemplated hereby, without Sellers and Purchaser will discuss and agree upon the prior written consent manner and substance of Seller (such consent not to be unreasonably withheld, conditioned or delayed)discussions, and (ii) Buyer shall Purchaser may enter upon the Owned Properties in accordance with the preceding sentence to conduct any inspections or investigations Purchaser deems necessary in its sole discretion to the extent permitted by this Section 6.2. Notwithstanding the foregoing or any other provision in this Agreement, none of Purchaser, any Affiliate of Purchaser or any Representative of Purchaser will be entitled to review or have no right access to perform invasive any Tax Return of either Seller or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of Sellerany work papers related thereto.

Access. During (a) From and after the Pre-Closing Period and subject to applicable Law and Section 5.11(bExecution Date, until 5:00 p.m. Central time on March 25, 2011 (the “Defect Deadline”), Seller shallshall give Buyer (and any of its officers, employees, agents, accountants, attorneys, investment bankers, landmen, consultants or other designated representatives (collectively, “Buyer’s Representatives”)) reasonable access to the Properties (including the Records) in Seller’s possession, solely for the purpose of Buyer’s due diligence investigation of the Properties and shall cause preparations for transition of the Sold Companies to, afford Assets to Buyer and its authorized Representativesupon Closing, reasonable access during normal business hours and upon prior reasonable written notice to Seller, but only to the officers, properties, books extent that Seller may do so without violating any confidentiality or other obligations to any third party and records of only to the Sold Companies as Buyer reasonably requests in connection with its efforts extent that Seller has the authority to consummate the transactions contemplated by this Agreement; provided, that grant such access does not interfere with the normal business operations of without breaching any obligation or restriction binding on Seller or the Sold Companies. In connection with any such access, Buyer and its Representatives 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 its affiliates). Such access by Buyer shall be limited to Seller’s normal business hours, and any weekends and after hours requested by Buyer that can be reasonably accommodated by Seller, and Buyer’s investigation shall be conducted in a manner that minimizes interference with the Sold Companies is bound; provided, however, operation of the Properties. (b) Buyer acknowledges that the permission of the operator (if other than Seller) or another third person may be required before Buyer will be able to inspect portions of the Properties and that such permission must be obtained prior to the inspection of such portions. Seller shall and shall cause the Sold Companies to, take commercially use reasonable efforts to obtain a waiver of any such confidentiality obligations permission for Buyer upon Buyer’s reasonable prior written request (it being understood that request. All inspections pursuant to this Section 5.1 shall be conducted at Buyer’s sole cost, risk and expense, and any conclusions made from any such commercially reasonable efforts shall not require investigation done by Buyer or any of Buyer’s Representatives shall result from Buyer’s own independent review and judgment. Buyer agrees to comply with (and to cause Buyer’s Representatives to comply with) the rules, regulations and instructions issued by Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) Buyer and its Representatives shall not contact or communicate with the employees, customers, suppliers, independent contractors, landlords, lessors, banks and or other business relations operator of the Sold Companies Properties regarding the actions of Buyer (and Buyer’s Representatives) in connection with, or relating in conducting any way to, the transactions contemplated hereby, without the prior written consent of Seller (such consent not inspection pursuant to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of Sellerthis Section 5.1.

Access. During From the Pre-Closing Period and subject to applicable Law and Section 5.11(b)date hereof through the Closing, upon the prior request of Buyer, Seller shall, and shall cause the Sold Companies to, afford to Buyer and its authorized RepresentativesRepresentatives reasonable access, reasonable access during normal business hours and upon prior reasonable written notice in such manner as not to Sellerunreasonably interfere with normal operation of the business of the Company and its Subsidiaries, to the officers, properties, books books, contracts, records and records appropriate officers and employees of the Sold Companies Company and its Subsidiaries, and shall furnish such authorized Representatives with all financial and operating data and other information concerning the affairs of the Company and its Subsidiaries as Buyer and such Representatives may reasonably requests in connection with its efforts to consummate the transactions contemplated by this Agreementrequest; provided, provided that such access does not interfere with the normal business operations of Seller or the Sold Companies. In connection with any such access, neither Buyer and nor its Representatives shall cooperate with Seller be permitted to collect or analyze any environmental samples (including building materials, indoor and the Sold Companies outdoor air, surface 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 reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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 consent not to be unreasonably withheld, conditioned or delayed)ground water, and (iisurface and subsurface soils) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of Seller, which consent may be withheld by Seller in its sole discretion. Seller shall have the right to have a Representative present at all times during any such inspections, interviews and examinations. Additionally, Buyer shall hold, and shall cause its Affiliates and Representatives to hold, in confidence all such information on the terms and subject to the conditions contained in the Confidentiality Agreement and shall use (and shall cause its Affiliates and Representatives to use) such information solely for the purpose of considering the transactions contemplated hereby and not for any other commercial purpose (including soliciting or inducing any customer of the Company or any Subsidiary to establish an account, transfer an account or make any investment with or through Buyer or any of its Affiliates or Representatives). Notwithstanding the foregoing, Buyer shall have no right of access to, and Seller shall have no obligation to provide to Buyer, information relating to (a) bids received from others in connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids, (b) any information the disclosure of which, after consultation with legal counsel, Seller reasonably believes would jeopardize any privilege available to Seller, the Company or any Subsidiary or any Seller Affiliate relating to such information or (c) any information the disclosure of which, after consultation with legal counsel, Seller reasonably believes would result in a violation of Law.

Access. During The Seller shall permit representatives of the Pre-Closing Period and subject Buyer to applicable Law and Section 5.11(b), Seller shallhave access at all reasonable times, and shall cause the Sold Companies to, afford in a manner so as not to Buyer and its authorized Representatives, reasonable access during normal business hours and upon prior reasonable written notice to Seller, to the officers, properties, books and records of the 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 the Seller, to the properties, personnel, books, records (including Tax records), contracts, and documents of or pertaining to the Sold Companies. In connection with any such access, Buyer and its Representatives shall cooperate with Seller and the Sold Companies Acquired Assets and shall use their commercially reasonable efforts to minimize any disruption furnish the Buyer with copies of such documents and instruments and with such information with respect to the businessAcquired Assets as the Buyer may from time-to-time request. Notwithstanding anything to No investigation by the contrary Buyer shall affect in any manner the representations and warranties made by the Seller in this Agreement, nor any other certificate or agreement furnished or to be furnished by the Seller to the Buyer or its representatives in connection herewith or pursuant hereto, and the Sold Companies right of the Buyer to rely on them. The Seller shall not be required use its reasonable best efforts to disclose any information keep the Buyer informed as to PRO 140 and Pre-Commercial Product and to advise the Buyer if of all material matters pertaining to PRO 140 and Pre-Commercial Product prior to the Closing. The Buyer shall use its best efforts to keep the Seller fully informed as to Buyer’s affairs related to PRO 140 and Pre-Commercial Product and advise the Seller of all material matters the Buyer learns related to PRO 140 and Pre-Commercial Product pertaining to the Seller prior to the Closing to the extent such disclosure would is permitted under Applicable Law. No investigation by the Seller of Buyer shall affect in any manner the representations and warranties made by the Buyer in this Agreement, nor any other certificate or agreement furnished or to be reasonably likely furnished by the Buyer to jeopardize any attorney-client privilege or conflict with any confidentiality obligations to which the Seller or any its representatives in connection herewith or pursuant hereto, and the right of the Sold Companies is bound; providedSeller to rely on them, however, that except to the extent the Seller shall and shall cause has actual knowledge of the Sold Companies to, take commercially reasonable efforts to obtain a waiver inaccuracy of any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller representation or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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 consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of Sellerwarranty.

Access. During the Pre-Closing Period and subject (a) Subject to applicable Law and Section 5.11(b)Law, from the date hereof until the Closing Time, Seller shall, and (i) shall cause the Sold Companies to, afford to give Buyer and its authorized Representatives, Representatives reasonable access during normal business hours and upon prior reasonable written notice to Seller, to the offices, properties, officers, propertiesemployees, accountants, auditors, counsel (other than counsel to Seller in connection with the Chapter 11 Case) and other representatives, books and records of the Sold Companies as Buyer reasonably requests in connection with its efforts Seller; (ii) shall furnish 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 Representatives such financial, operating and property related data and other information as such persons reasonably request, including the names of all professional advisors to Seller for the purpose of enabling Buyer to transfer and use the Purchased Assets; and (iii) shall instruct Seller's current employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the Purchased Assets. All such information shall be provided subject to the provisions of the Confidentiality Agreement. (b) From and after the Closing Time, Buyer shall give Seller and Seller's Representative reasonable access during normal business hours to the books and records pertaining to the Purchased Assets and Assumed Liabilities and, to the extent that Buyer is in possession of such information, books and records pertaining to the Excluded Assets and Excluded Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Seller and as may reasonably be requested by Seller for such purposes. Any other provision of this Agreement notwithstanding, Seller's rights under this Section 6.3 are fully assignable by Seller to any estate representative, including, without limitation, an official committee, trustee, litigation trust or similar Person empowered by the Sold Companies and shall use their commercially reasonable efforts Bankruptcy Court or applicable Law to minimize discharge any disruption to administrative rights or duties in the business. Notwithstanding anything to Chapter 11 Case. (c) As soon as reasonably practicable following the contrary in this AgreementClosing, Seller and shall take all necessary actions to change 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 name of the Sold Companies is bound; providedSeller’s bankruptcy case to remove the name “Lily Robotics, however, that Seller shall and shall cause Inc.” from the Sold Companies to, take commercially reasonable efforts to obtain a waiver of any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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 consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of SellercaseChapter 11 Case name.

Access. During the Pre-Closing Period and subject to applicable Law and Section 5.11(b), Seller shall, and shall cause the Sold Companies to, afford to provide Buyer and its Buyer’s authorized Representativesrepresentatives, at any reasonable access during normal business hours time(s) before the Closing, (i) reasonable physical access, at Buyer’s sole risk, cost and upon prior reasonable written notice to Sellerexpense, to the officersAssets that are operated by Seller to allow Buyer to conduct on-site environmental site assessments of the Assets (which assessments shall not include sampling, propertiesboring, books drilling or other invasive investigation activities, or any “Phase II” environmental assessment, without Seller’s prior written consent), to the extent Seller has the right to grant such access for such purpose; and (ii) access to the Records and other Assets, to the extent such data and records of are in Seller’s or its representatives’ possession and relate to the Sold Companies as Buyer reasonably requests in connection with its efforts to consummate the transactions contemplated by this AgreementAssets; provided, that such however, Seller shall have no obligation to provide Buyer access does to any interpretative or predictive data or information which Seller considers confidential or proprietary or which Seller believes in good faith it cannot interfere with the normal business operations provide Buyer because of Seller or the Sold Companiesthird-party restrictions. In connection with any such accesson-site inspections, Buyer and its Representatives shall cooperate agrees to not unreasonably interfere 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 normal operation of the Sold Companies is bound; provided, however, Assets and further agrees that Seller under no circumstances shall and shall cause the Sold Companies to, take commercially reasonable efforts to obtain a waiver it perform any invasive tests of any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or nature on the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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, Assets without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior express written consent of Seller. IN CONNECTION WITH GRANTING SUCH ACCESS, AND EXCEPT TO THE EXTENT THAT SUCH CLAIMS ARE CAUSED BY THE GROSS NEGLIGENCE OF SELLER, BUYER WAIVES AND RELEASES ALL CLAIMS AGAINST SELLER GROUP (AS DEFINED IN SECTION 16.2) FOR INJURY TO, OR DEATH OF PERSONS, OR DAMAGE TO PROPERTY INCURRED, HOWSOEVER CAUSED, IN CONNECTION WITH THE PERFORMANCE OF THIS DILIGENCE AND BUYER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER GROUP FROM AND AGAINST ALL SUCH CLAIMS.

Access. During Commencing upon the Pre-Closing Period execution of this Agreement by Buyer and subject to applicable Law and Section 5.11(b)Seller, Seller shallshall permit (or cause to be permitted ) Buyer or Buyer’s agents, employees, contractors, lenders and shall cause representatives access to the Sold Companies toProperty for purposes of any non-intrusive physical or environmental test, afford to Buyer and its authorized Representatives, reasonable access during normal business hours and upon prior reasonable written notice to Sellerstudy or inspection of the Property and, to the officersextent copies are not provided to Buyer by Seller pursuant to Section 6.1, properties, review and copying of Seller’s books and records of the 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 Representatives shall cooperate with Seller and the Sold Companies and shall use their commercially reasonable efforts to minimize any disruption relating to the business. Notwithstanding anything to the contrary in this Agreement, Seller Property (other than Excluded Documents) 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; provideddocuments described in Section 6.1 above, however, that Seller shall and shall cause other matters necessary in the Sold Companies to, take commercially reasonable efforts discretion of Buyer to obtain a waiver evaluate and analyze the feasibility of any such confidentiality obligations upon the Property for Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts intended use thereof. Buyer shall not require conduct or authorize any of Seller physically intrusive testing of, on, or under the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything Property without first obtaining Seller’s consent (which may be via electronic mail, but without requirement for concurrent overnight delivery) as to the contrary contained hereintiming and scope of work to be performed, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) Buyer and its Representatives which consent 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 consent not to be unreasonably withheld, conditioned or delayed). Seller hereby acknowledges and agrees that Buyer or Buyer’s representatives may communicate with any governmental authority or quasi-governmental authority for the purpose of gathering information in connection with the Property or the Seller, and (ii) or the transaction contemplated by this Agreement. Prior to any entry Buyer shall notify (which may be via electronic mail, but without requirement for concurrent overnight delivery) Seller and Seller shall have no the right to perform invasive or subsurface investigations have a representative of Seller present during any entry onto the Property by Buyer. Buyer shall not contact any tenant of the properties or facilities of the Sold Companies Property without the prior written consent approval of Seller. In the event that Seller does consent to Buyer’s contact with any tenant of the Property, Seller shall have the right to have a representative of Seller present during any such interview. Prior to any entry onto the Property for purposes of inspection or testing (as opposed to solely for review of materials), Buyer shall provide Seller with evidence that Buyer maintains liability insurance with coverage in an amount not less than $1,000,000.00 combined single limit, for personal injury, including bodily injury and death, and property damage. Such insurance shall name Seller and Seller’s property manager (if requested in writing by Seller) as additional insured parties and shall be with companies authorized to issue insurance in the state in which the Real Property is located.

Access. During (a) The Seller shall permit the Pre-Closing Period and subject representatives of the Buyer listed on Schedule 4.3 to applicable Law and Section 5.11(b)this Agreement to have access (at reasonable times, Seller shall, and shall cause the Sold Companies to, afford to Buyer and its authorized Representatives, on reasonable access during normal business hours and upon prior reasonable written notice and in a manner so as not to Seller, to the officers, properties, books and records of the 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 Representatives shall cooperate with Seller and the Sold Companies and shall use their commercially reasonable efforts to minimize any disruption Business) to the businesspremises, properties, financial and accounting records, contracts, and other records and documents, of or pertaining to the Business. Notwithstanding anything to the contrary in this Agreementforegoing, the Seller and the Sold Companies shall not be required obligated (i) to disclose provide any information, documents or access to any Person unless the Buyer is responsible, pursuant to the terms of the Confidentiality Agreement, for the use and disclosure of any information obtained by such Person from the Seller, or such Person enters into a confidentiality agreement with the Seller on terms that are substantially the same as those set forth in the Confidentiality Agreement or (ii) to Buyer if such disclosure provide any information, documents or access that would be reasonably likely (A) violate the provisions of any applicable Laws (including without limitation those relating to jeopardize 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 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 reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract)respect thereto. Notwithstanding anything Prior to the contrary contained hereinClosing, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) Buyer and its Representatives representatives shall not contact or communicate with the employees, customers, suppliers, independent contractors, landlords, lessors, banks customers and or other business relations suppliers of the Sold Companies Seller in connection with, or relating in any way to, with the transactions contemplated herebyby this Agreement, without except with the prior written consent of the Seller. (b) The Buyer and the Seller (such consent not acknowledge and agree that the Confidentiality Agreement remains in full force and effect and that information provided by the Seller or any of its Affiliates to the Buyer pursuant to this Agreement prior to the Closing shall be unreasonably withheldtreated in accordance with the Confidentiality Agreement. If this Agreement is terminated prior to the Closing, conditioned 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 delayed)primarily to the Business, and (ii) Buyer shall have no right to perform invasive or subsurface investigations terminate effective as of the properties Closing, but shall remain in effect insofar as it covers other information disclosed thereunder. (c) After the date hereof, the Seller shall promptly make certificates of analysis relating to the Products (or facilities either of them) available to the Sold Companies without Buyer as they become available to the prior written consent of Seller.

Access. During the Pre-Closing Period and subject to applicable Law and Section 5.11(b)Interim Period, Seller shallSellers shall provide Buyer, and shall cause the Sold Companies to, afford to Buyer its Affiliates and its authorized Representatives, and their respective Representatives (at Buyer’s sole cost and expense) with reasonable access during normal business hours and upon prior reasonable written advance notice to Sellerthe properties, to the officers, propertiespersonnel, books and records of the Sold Acquired Companies as may be reasonably requested by Buyer from time to time for a purpose reasonably requests in connection with its efforts related to consummate the consummation of the transactions contemplated by this Agreement; provided, provided that such access does not unreasonably disrupt the personnel, or unreasonably interfere with the normal business operations operations, of any Seller or the Sold Acquired Companies. In connection with any such access, Buyer and Buyer, its Affiliates and its and their respective Representatives shall cooperate with Seller and the Sold Companies and shall use their commercially reasonable efforts to minimize conduct all communications with personnel and all on-site investigations in an expeditious manner; provided further that all such requests for access shall be directed to Sellers’ Representative or such Representative of Sellers’ Representative as Sellers’ Representative may designate to Buyer in writing from time to time, and a Representative of Sellers’ Representative shall have the right to be present in the event that Buyer, any disruption to the businessof its Affiliates or any of its or their respective Representatives conducts any on-site investigations. Notwithstanding anything to the contrary in this Agreement, Seller and the Sold Companies Sellers shall not be required by this Section 7.02 to disclose any information provide such access to Buyer if such disclosure the extent that it (i) would reasonably be reasonably likely expected to jeopardize any attorney-client privilege client, attorney work-product protection or conflict with other legal privilege, (ii) would reasonably be expected to contravene any confidentiality obligations applicable Law or Permit of any Seller or any Acquired Company, (iii) is pertinent to any litigation in which any Seller or any of their Affiliates, on the Sold Companies is boundone hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties (without limiting any rights of any party to such litigation to discovery in connection therewith), or (iv) relates to any bids or offers received by any Seller, any of their Affiliates or any of its or their respective Representatives in connection with the sale process resulting in the execution and delivery of this Agreement (including any analyses conducted in connection with such sale process); provided, that, in the event that the restrictions in this sentence apply, Sellers’ Representative shall provide or cause to be provided to Buyer a reasonably detailed description of the information not provided and (in the case of clause (i) or (ii) of this sentence) Sellers’ Representative shall cooperate in good faith to design and implement alternative disclosure arrangements to enable Buyer to evaluate any such information without resulting in any forfeiture of attorney-client, attorney work-product protection or other legal privilege or violation of applicable Law or Permit. Any Confidential Information (as defined in the applicable Confidentiality Agreement) provided pursuant to this Section 7.02 shall be subject to the applicable terms and conditions of the applicable Confidentiality Agreement and the Clean Team Agreement; provided, however, that Seller shall each Confidentiality Agreement is hereby amended, as of the Execution Date, to (i) allow, without the consent of the Company or its Affiliates, Buyer and shall cause its Representatives to use and disclose the Sold Companies toConfidential Information and information about the Transaction (as each such term is defined in the Confidentiality Agreement) in connection with (A) the Financing and (B) regulatory filings and communications with Governmental Authorities required in connection with the transactions contemplated hereby, take commercially reasonable efforts to obtain and (ii) include as a waiver Representative (as defined in the Confidentiality Agreement) any provider of representation and warranty insurance or any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any broker engaged in connection therewith. Platinum Equity Advisors, LLC is an express, intended third party or amend or modify any Contract)beneficiary of the immediately preceding sentence. Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6this Agreement, during the Pre-Closing Interim Period, (i) Buyer and its Representatives shall not contact or communicate with the employees, customers, suppliers, independent contractors, landlords, lessors, banks and conduct any Phase I environmental assessments or other business relations investigation with respect to any 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 consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties premises or facilities of any Seller or any Acquired Company without prior and ongoing consultation with Sellers’ Representative with respect to any such activity (it being understood and agreed that in no event shall any subsurface or other intrusive or invasive investigation, sampling or testing of any environmental media, including Phase II environmental assessments be conducted). For the Sold Companies without avoidance of doubt, none of Buyer, any of its Affiliates or any of its or their respective Representatives shall be entitled to any information regarding the businesses, assets, liabilities, financial condition or results of operations (including any Tax Returns) of any Seller or any of their Affiliates (other than the Acquired Companies). Without limiting the foregoing, at or prior written consent to the Closing, the Sellers’ Representative shall deliver or cause to be delivered to Buyer one or more CDs or USB flash drives containing (in a readable and otherwise reasonably acceptable format) complete and accurate copies of Seller.(1) the contents of the Data Room as at 9:00 a.

Access. During the Pre-Closing Period and subject Subject to applicable Law (including anti-trust gun-jumping considerations) and Section 5.11(b)Contract, Seller shallduring the Interim Period, Sellers will provide Purchasers and shall cause the Sold Companies to, afford to Buyer and its authorized Representatives, their Representatives with reasonable access during normal business hours and upon prior reasonable written notice to Seller, to the officers, properties, books and records of the Sold Target Companies as Buyer reasonably requests in connection with its efforts and B&W Canada, and, subject to consummate the transactions contemplated by this Agreement; providedreceipt of reasonable prior written notice from Purchasers, that such access does not interfere and with the normal business operations prior express consent (which may be via email) of Seller Sellers (which consent will not be unreasonably withheld or delayed), to the Sold Companies. In connection with any such accessproperties, Buyer to the Assets, and its Representatives shall cooperate with Seller to the officers, employees, agents, and accountants of the Sold Target Companies and shall use their commercially reasonable efforts B&W Canada with respect to minimize any disruption matters relating to the businessBusiness, and will provide Purchasers and Purchasers’ Representatives with such information concerning the Business, the Target Companies, B&W Canada, the Acquired Securities, the Assets, and personnel of the Target Companies or B&W Canada as Purchasers or Purchasers’ Representatives may reasonably request. Any information or knowledge obtained in any investigation pursuant to this Section 4.3 that is Evaluation Material (as defined in the Confidentiality Agreement) is subject to the Confidentiality Agreement. Notwithstanding anything herein to the contrary in this Agreementcontrary, Seller Purchasers are not authorized to and the Sold Companies shall not be required to disclose (and shall not permit any information to Buyer if such disclosure would be reasonably likely to jeopardize of their Representatives to) contact any attorney-client privilege Representative, customer, supplier, distributor, vendor, or conflict with any confidentiality obligations to which Seller or other business relation of any of the Sold Target 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 reasonable or B&W Canada prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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 Sellers (such which consent will not to be unreasonably withheld, conditioned withheld or delayed). Any access to the books and records, assets, personnel, or any other aspect of the Business granted to Purchasers pursuant to this Section 4.3 shall be conducted at Purchasers’ sole expense, at reasonable times, under the supervision of appropriate personnel of the Target Companies or Sellers and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere with the normal operation of the Business of the Target Companies or Sellers. Notwithstanding the foregoing provisions of this Section 4.3 or any other provision of this Agreement, neither the Target Companies nor Sellers shall be required to provide to Purchasers any document which is subject to the attorney-client privilege or work-product doctrine. Sellers acknowledge that, in connection with the R&W Insurance Policy underwriting process, Purchasers and their Representatives will be required to complete additional diligence on the Business, the Target Companies, and (ii) Buyer B&W Canada prior to the Closing. Sellers shall have no right cause each Target Company and B&W Canada to perform invasive or subsurface investigations of reasonably cooperate with Purchasers and their Representatives in such diligence efforts and promptly provide all information reasonably requested. Notwithstanding anything in this Agreement to the properties or facilities of contrary, with respect to all covenants made by B&W Canada in this Section 4.3, B&W Canada is bound with respect to such covenants solely with respect to the Sold Companies without Purchased Assets and the prior written consent of SellerCanada Business.

Access. During Seller will permit Purchaser and its representatives to, prior to the Pre-Closing Period Date, (a) in conjunction and subject to applicable Law cooperation with a representative of Seller and Section 5.11(b)with a mutually agreed upon communication plan and presentation, Seller shallcommunicate with the suppliers, customers, brokers and licensors of the Company, and shall cause the Sold Companies to, afford to Buyer and its authorized Representatives, (b) have reasonable access during normal business hours and upon prior reasonable written notice to Seller, to the officers, properties, properties and to the books and records of the Sold Companies as Buyer reasonably requests in connection Company and will permit Purchaser to conduct any soil, groundwater or other intrusive sampling during normal working hours and upon reasonable notice to familiarize itself with its efforts to consummate such properties and the transactions contemplated by this AgreementCompany or the Company’s relationship with any suppliers, customers, brokers or licensors; provided, that such Purchaser will not unreasonably disrupt the personnel and operations of the Company; provided, further, that nothing contained herein (x) will require any employee of the Company to provide any information regarding the Business in any other format or otherwise to manipulate or reconfigure any data regarding the Company; (y) will require the Company to provide Purchaser with access does not interfere to or copies of (i) any information that must be maintained as confidential in accordance with the normal terms of a written agreement with a third party or (ii) sensitive customer information, manufacturing processes, pricing lists or other information that relates to the Company and that, in Seller's reasonable business judgment, should not be provided to Purchaser until the transactions contemplated hereby have been consummated in order not to violate applicable laws or regulations of any Governmental Authority; and (z) will require Seller to provide Purchaser with access to or copies of any information that relates to any businesses or operations of Seller other than the Business. All requests for access will be made to such representatives of the Company as Seller will designate, who will be solely responsible for coordinating all such requests and access thereunder. With respect to any communications by Purchaser prior to Closing with customers, suppliers, brokers or licensors of the Company, Purchaser acknowledges and agrees that any plans, strategy, proposals, pricing and product information or other business information whether prepared by the Company or the Sold CompaniesPurchaser shall at all times remain the property of the Company all of which the Company will be free to use and pursue for its benefit whether or not the Closing occurs. In Parent and Seller acknowledge that the customer presentation and talking points delivered to Parent on or about November 16, 2006 are acceptable to Parent and Seller and may be used by Purchaser in connection with any such access, Buyer and its Representatives shall cooperate with Seller and the Sold Companies and shall use their commercially reasonable efforts presentations 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 customers without further review or conflict with any confidentiality obligations to which Seller approval by Parent 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 reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract)Seller. Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6prior to the Closing, during the Pre-Closing Period, (i) Buyer and its Representatives Purchaser shall not contact make any commitments or communicate with enter into any oral or written agreements or understandings which are or could reasonably be binding on 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, Company without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned including, without limitation, with respect to trade promotions, new product introduction or delayed), and (ii) Buyer shall have no right any slotting fees or other costs or expenses to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of Sellerbe incurred in connection therewith.

Access. During Between the Pre-execution of this Agreement and the Closing Period and subject to applicable Law and Section 5.11(b)Date, Seller shall, and shall cause the Sold Companies to, afford to give Buyer and its authorized Representativesemployees, reasonable representatives, agents, third party consultants and advisors full access during normal business hours and upon prior reasonable written notice to Seller, to the officersProperty and to all of Seller's books, propertiescontracts, books files, commitments, permits, licenses and any other records Buyer deems appropriate with respect thereto and to all management and the Director of Sales and Marketing of the Sold Companies as Buyer reasonably requests in connection Property (and other employees of the Property with its efforts to consummate the transactions contemplated by this AgreementSeller's consent; provided, however, after the expiration of the Inspection Period, Seller's consent shall not be unreasonably withheld), subject to reasonable security precautions and reasonable limitations imposed by Seller as necessary to maintain confidentiality with respect to such matters as Seller's files and records relating to the marketing of the Property, internal economic analyses, and matters covered by the attorney-client privilege. Upon execution of this Agreement, Buyer shall have full authority to contact any Authorities that may have information and/or documentation concerning the Property; provided, however, any and all communications with employees and/or officials of the City of Oakland and County of Alameda and with union representatives shall be coordinated by, and at Seller's discretion, conducted with ▇▇▇▇▇ ▇▇▇▇▇▇▇ who shall make himself reasonably available to Buyer for such access does not interfere with purposes. Seller will cause its accountants to furnish such additional financial and operating data and other information, within the normal business operations possession and control of Seller or the Sold Companiessuch accountants, as Buyer may from time to time reasonably request. In connection with any entry by Buyer, or its agents, employees or contractors onto the Property, Buyer shall give Seller reasonable advance notice of such accessentry and shall conduct such entry and any inspections in connection therewith so as to minimize, to the extent reasonably possible, interference with Seller's business, the business of Seller's tenants, or guests of the Hotel, and otherwise in a manner reasonably acceptable to Seller. Without limiting the foregoing, prior to any entry to perform any on-site inspections or testing, Buyer shall give Seller written notice thereof, including the identity of the company or persons who will perform such testing and the proposed scope of the testing. Seller shall approve or disapprove (which approval may be withheld in Seller's reasonable discretion) the proposed testing and the party performing the same within two (2) business days after receipt of such notice. If Buyer or its agents, employees or contractors take any sample from the Property in connection with any such approved testing, Buyer shall provide to Seller a portion of such sample being tested to allow Seller, if it so chooses, to perform its own testing. Seller or its representative may be present to observe any testing or other inspection performed on the Property. Buyer shall promptly deliver to Seller copies of any reports relating to any testing or other inspections of the Property performed by Buyer or its agents, employees or contractors for Seller's information only; Seller acknowledges that such reports are delivered without representations by Buyer. Buyer shall maintain, and shall ensure that its contractors maintain, public liability and property damage insurance in amounts and in form and substance reasonably adequate to insure against all liability of Buyer and its Representatives shall cooperate with Seller and agents, employees or contractors, arising out of any entry or inspections of the Sold Companies and shall use their commercially reasonable efforts to minimize any disruption Property pursuant to the businessprovisions hereof, and Buyer shall provide Seller with evidence of such insurance coverage upon request by Seller. Notwithstanding anything Buyer shall indemnify and hold Seller harmless from and against any costs, damages, liabilities, losses, expenses, liens or claims (including, without limitation, reasonable attorney's fees) relating to personal injury or property damage arising out of or relating to any entry on the contrary Property by Buyer, its agents, employees or contractors in the course of performing the inspections, testings or inquiries provided for in this Agreement, Seller and . The indemnification provisions of this Section 11.1 shall survive 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 Closing or any termination of the Sold Companies is bound; provided, however, that Seller shall this Agreement and shall cause the Sold Companies to, take commercially reasonable efforts to obtain a waiver of any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration be in addition to any third party or amend or modify any Contractliability under Section 2.2(b)(ii). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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 consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of Seller.

Access. During Prior to the Pre-Closing Period Closing, upon reasonable notice from Buyer, and subject to the provisions of any applicable Law and Section 5.11(b)lease or sublease, Seller shall, and Sellers shall cause the Sold Companies to, afford to the officers, attorneys, accountants or other authorized representatives of Buyer and its authorized Representatives, financing sources reasonable access during normal business hours to the business, employees, Real Estate, facilities and upon prior reasonable written notice Books and Records of Sellers and the Other Companies relating to Sellerthe Business, so as to afford Buyer and its financing sources full opportunity to make such review, examination and investigation of the Business as Buyer determines is reasonably necessary in connection with the consummation of the transactions contemplated hereby and the financing thereof; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of Sellers or any of the Other Companies, and Buyer shall be permitted to make extracts from or to make copies of such Books and Records as may be reasonably necessary in connection therewith. Prior to the Closing, Sellers shall promptly furnish Buyer with access to such maintenance records, operating data and other information relating to the Business as Buyer may reasonably request. Sellers shall promptly deliver to Buyer such copies of all pleadings, motions, notices, statements, schedules, applications, reports and other papers filed by Sellers, or by any Person in the Bankruptcy Cases. Sellers shall promptly provide to Buyer all documents and materials relating to the Assumed Contracts or any portion thereof, and otherwise cooperate with Buyer, to the officers, properties, books and records of the Sold Companies as Buyer extent reasonably requests necessary in connection with its efforts Buyer’s preparation for or participation in any part of the Bankruptcy Cases in which Buyer’s participation is necessary, required or reasonably appropriate. Sellers shall promptly deliver to consummate Buyer all pleadings, motions, notices, statements, schedules, applications, reports and other papers filed in any other judicial or administrative proceeding as Buyer may reasonably request. Sellers shall also execute and deliver any consents or waivers necessary to provide Buyer access to the work papers of Sellers’ independent accountants. In addition, Sellers shall obtain Buyer’s prior consent before issuing any press release or public statement outside the Bankruptcy Court concerning, in whole or in part, the transactions contemplated by this Agreement; provided. Without limiting the generality of this Section 5.1, that such if requested by Buyer, Sellers, upon reasonable notice, shall provide access does not interfere with the during normal business operations of Seller or hours to the Sold Companies. In connection with any such access, Real Estate prior to the Closing Date to Buyer and its Representatives shall cooperate with Seller financing sources and their representatives and agents for purposes of conducting Environmental Assessments. To the Sold Companies and extent that any applicable lease or sublease restricts the ability of Sellers (or does not permit Sellers) to grant access to any Real Estate, Sellers shall use their commercially all reasonable best efforts to minimize any disruption to provide for such access as Buyer may reasonably request hereunder, including for 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 purpose 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 reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) 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 consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of Sellerperforming an Environmental Assessment.

Access. During Prior to the Pre-Closing Period and subject to applicable Law and Section 5.11(b)Closing, such Seller shall, and shall will (i) cause the Sold Companies to, afford ------ Company to give the Buyer and its authorized Representativesrepresentatives, employees, counsel and accountants reasonable access during normal business hours and upon prior reasonable written notice to Seller, to the officers, properties, books and records of the Sold Companies as Company, and (ii) cause the Company to furnish the Buyer reasonably requests and its designated representatives with financial and operating data and other information with respect to the Company for the purpose of permitting the Buyer, among other things, to (a) conduct its due diligence review (including, without limitation, its review of the Company's properties for conducting environmental due diligence), (b) review the financial statements of the Company, (c) verify the accuracy of the warranties and representations of the Sellers contained in connection this Agreement, (d) confirm compliance by the Sellers with its efforts to consummate the terms of this Agreement, and (e) prepare for the consummation of the transactions contemplated by this Agreement; provided. Without limiting the foregoing, that such the Sellers and the Company will permit the Buyer and its accountants to have access does not interfere with the during normal business operations hours to examine and make copies of Seller or all work papers and schedules of the Sold CompaniesCompany and its accountants. In connection therewith, the Buyer shall be permitted to discuss the business affairs and financial statements of the Company with any the Company's accountants, to review the work papers of such accessaccountants regarding the Company, to interview the employees of the Company regarding continued employment and to discuss with the appropriate employees of the Company such matters regarding the Company's business and assets as the Buyer may deem necessary or appropriate. Between the date hereof and its Representatives Closing, the employees and agents of the Buyer shall be permitted to observe the operations and management of the Company's business, and the Sellers will cause the Company's employees, auditors and attorneys to reasonably assist and cooperate with Seller and the Sold Companies and Buyer to permit a smooth transition of the Company's business; provided that the Buyer shall use their commercially reasonable efforts to minimize any disruption to avoid disrupting the operations of the Company's business. Notwithstanding anything to the contrary in this Agreement, Seller and the Sold Companies shall not be required to disclose any information to The 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, agrees 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 reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) Buyer and its Representatives shall will not contact or communicate with the Company's employees, customers, suppliers, independent contractors, landlords, lessors, banks and suppliers or other business relations of the Sold Companies in connection with, or relating in any way to, the transactions contemplated hereby, customers without the prior written consent of Seller (the Sellers and the Sellers may participate in any such consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of Sellerdiscussions if they so choose.