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. (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 (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. (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 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 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 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 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 (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. (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 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 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 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 Upon reasonable advance written notice, the Pre-Closing Period Company and subject to applicable Law and Section 5.11(b)each of the Acquired Companies 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 officers, properties, Company’s books and records of records, properties and facilities (in each case, as related to the Sold Acquired Companies and Company Properties) and, during such period, the Company shall furnish promptly to Parent all readily available information concerning the Company’s and the Acquired Companies’ business 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 the Company 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 reasonably be expected to: (a) result in the disclosure of any Trade Secrets of third parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law; or (e) materially interfere with the normal business operations conduct of Seller the Company’s or the Sold Acquired Companies’ business. In connection No physically invasive or destructive testing or soil investigations, including, without limitation, soil borings or Phase II environmental testing, shall be performed without the prior written approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayed. While on the Company Properties, Parent will comply, and will cause any of its representatives to comply, in all material respects with all applicable governmental laws and regulations. Parent shall repair any damage to the Company Properties or any adjacent property caused by such accessactions to the substantially same condition as existed prior to Parent’s action and does hereby agree to indemnify, Buyer defend, save and hold Company and, as the case may be, its subsidiaries, members, managers, partners, trustees, shareholders, directors, officers, employees and agents of the Company and its Representatives shall cooperate with Seller members (collectively, “Company Parties”) harmless of and from any and all claims, damages, losses, costs, expenses and liabilities (collectively, “Claims”) which Company or Company Parties may suffer, or to which they may be subject, by reason of, or in any manner directly as a result of, the Sold Companies inspections of Parent and shall use their commercially reasonable efforts to minimize any disruption its representatives at the Company Properties except (i) to the businessextent such claim or damage was caused by the gross negligence or willful misconduct of the Company or any Company Party, and/or (ii) for any existing conditions merely discovered by Parent or its representatives, unless exacerbated by Parent’s negligence or willful misconduct (in which case Parent shall be responsible solely to the extent of such exacerbation). Notwithstanding anything to the contrary in this Agreement, Seller and the Sold Companies Parent shall not be required entitled to disclose recover from the Company or any information to Buyer if such disclosure would be reasonably likely to jeopardize any attorney-client privilege direct or conflict with any confidentiality obligations to which Seller indirect owner or affiliate thereof (and in no event shall any of the Sold Companies is boundforegoing be responsible for) consequential, special or any other indirect damages arising from this Section 6.4 unless such damages are payable by a Company Party to an unaffiliated third party. Parent specifically acknowledges and agrees not to utilize any such access for, or to otherwise engage (before the Closing Date) in, any marketing of all or any part of the Company Properties. In the event Parent discovers a preexisting condition at the Property, Parent hereby covenants that it shall not disclose such condition to any person (other than to its representatives) or governmental authority, except as otherwise required by applicable law or legal process; provided, however, that Seller Parent shall first notify the Company of such legal requirement and shall give the Company the opportunity to defend against or attempt to limit such disclosure through appropriate proceedings (and Parent shall cooperate in good faith with the Company, at the Company’s sole cost and expense, in connection therewith) or make the disclosure itself. Prior to Parent’s or its representative’s entry on the Company Properties, Parent shall furnish (or caused to be furnished) to the Company a certificate naming the Company and each of the applicable Company Subsidiaries as additional insureds on Parent’s commercial general liability insurance policy, which such commercial general liability (occurrence) insurance is in an amount of not less than One Million Dollars ($1,000,000) per occurrence, Two Million Dollars ($2,000,000) in the aggregate, and with excess umbrella coverage of Five Million Dollars ($5,000,000). Parent shall also maintain, with respect to its employees, if any, workers compensation insurance in an amount required by law, together with employer’s liability, with a waiver of subrogation. Parent agrees to maintain such coverages until the Closing Date. No investigation pursuant to this Section 6.4 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 6.4 must be directed to the General Counsel of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, the Parent Parties shall not, and shall cause the Sold Companies their respective representatives not to, take commercially reasonable efforts to obtain a waiver contact any tenant, customer or supplier of any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require the Company in connection with the Mergers or 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, Transactions without the Company’s prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer the Parent Parties 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 6.4 shall be treated as “Evaluation Material” of the Sold Companies without Company for purposes of the prior written consent of SellerConfidentiality Agreement.

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 (a) The Company shall (i) make available for inspection by Buyer and its Representatives such of its properties, assets, books of accounts, records (including the Pre-Closing Period and subject to applicable Law and Section 5.11(bwork papers of its independent accountants), Seller shalldata and Intellectual Property, and shall cause Contracts and any other materials to the Sold Companies toextent reasonably requested by Buyer relating to the Company and its existing and prospective businesses and assets and Liabilities, afford in each case, upon reasonable notice and at such times as Buyer may reasonably request, and (ii) make available to Buyer and its authorized Representatives, the officers, other senior management and Representatives of the Company for interviews, upon reasonable notice at such times as Buyer and its Representatives may reasonably request, to verify and discuss the information furnished to Buyer and its Representatives and otherwise discuss the Company’s existing and prospective businesses and assets and Liabilities. (b) Any and all such inspections, interviews, and access for investigations shall be conducted in compliance with applicable Law (including any applicable competition, antitrust or trade regulation Law), in accordance with the terms of any applicable lease or other applicable agreements, 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, a manner that 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 and its Representatives shall cooperate with Seller and the Sold Companies and shall use their commercially reasonable efforts to minimize any disruption to the businessCompany. Notwithstanding anything herein to the contrary in this Agreementcontrary, no such access or examination shall be permitted to the extent that it would require the Company or the Seller and the Sold Companies shall not be required to disclose any information to Buyer if such disclosure (i) would be reasonably likely to jeopardize result in the waiver of any attorney-client privilege or conflict with attorney work product privilege, (ii) would breach any third party confidentiality obligations to which the Company is bound, or (iii) would violate any applicable Law; provided that, in each case, the Company shall use its commercially reasonable efforts to communicate to Buyer the requested information in a way that would not result in any waiver, breach, or violation contemplated by clauses (i) through (iii), respectively. (c) The Buyer shall, and shall procure that the Company (or the relevant Group Company) shall, for a seven year period after Closing, retain and permit the Seller to have reasonable access to (with the right to take copies at the Seller’s expense) the books, records, documents and information of the Company to the extent they relate to periods prior to Closing and with the exception of Seller Excluded Materials (“Transferred Records”). Without prejudice to the foregoing, the Buyer shall permit the Seller to seek the reasonable assistance of the persons who were employees of the Company at the Relevant Time, whilst they remain so, to answer queries or otherwise assist the Seller with respect to the Transferred Records. For the purposes of this Section 8.1(c), “Seller Excluded Materials” shall mean such documentation and materials (or parts thereof) the disclosure of which would cause a risk of loss or waiver of privilege for the Buyer or any of the Sold Companies is bound; providedBuyer Group Companies, however, where disclosure would be in breach of law or regulation or that Seller shall and shall cause involve any trade secrets or other highly confidential information of 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 Buyer or 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 SellerGroup Companies.

Access. During (a) To the Pre-extent permitted by applicable Law, between the date of this Agreement and the Closing Period and subject to applicable Law and Section 5.11(b)Date, Seller shallwill, and shall cause the Sold Companies to, afford to Buyer and its authorized Representatives, reasonable access during normal ordinary business hours and upon prior reasonable written notice to Sellernotice, (i) give Buyer and Buyer’s Representatives reasonable access to the officers, properties, books and records of the Sold Companies Purchased Assets; (ii) permit Buyer to make such reasonable inspections thereof as Buyer may reasonably requests in connection request; (iii) furnish Buyer with its efforts to consummate the transactions contemplated by this Agreement; provided, that such access does not interfere financial and operating data and other information 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 respect to the business. Notwithstanding anything Business as Buyer may from time to time reasonably request; and (iv) furnish Buyer with a copy of each material report, schedule, or other document principally relating to the contrary in this AgreementBusiness filed or submitted by Seller with, or received by Seller and the Sold Companies shall not be required to disclose 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 of the Sold Companies is boundGovernmental Entity; provided, however, that (A) any such investigation will be conducted in such a manner as not to interfere unreasonably with the operation of the Business or any other Person; (B) Seller shall and shall cause the Sold Companies to, not be required to take commercially reasonable efforts to obtain any action which would constitute or result in a waiver of the attorney-client privilege; and (C) Seller shall not be required to supply Buyer with any information which Seller is under a legal obligation not to supply. Buyer will indemnify and hold harmless Seller from and against any Losses incurred by Seller, its Affiliates or their Representatives by any action of Buyer or Buyer’s representatives while present on any of the Purchased Assets or other premises to which Buyer is granted access hereunder (including restoring any such confidentiality obligations upon Buyer’s reasonable premises to the condition substantially equivalent to the condition such premises were in 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 Contractsuch investigation). Notwithstanding anything in this Section 7.2 to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Periodcontrary, (ix) Buyer will not have access to personnel and medical records if such access could, in Seller’s good faith judgment, subject Seller to risk of liability or otherwise violate the Health Insurance Portability and Accountability Act of 1996 and (y) any investigation of environmental matters by or on behalf of Buyer will be limited to visual inspections and site visits commonly included in the scope of “Phase 1” level environmental inspections, and Buyer will not have the right to perform or conduct any other sampling or testing at, in, on, or underneath any of the Purchased Assets. (b) For a period of three (3) years after the Closing Date, each Party and its Representatives shall not contact will have reasonable access to all of the books and records relating to the Business or communicate the Purchased Assets, including all Transferred Employee Records, in the possession of the other Party, and to the employees of the other Party, to the extent that such access may reasonably be required by such Party in connection with the employeesAssumed Obligations or the Excluded Liabilities, customers, suppliers, independent contractors, landlords, lessors, banks and or other business relations matters relating to or affected by the operation of the Sold Companies Business and the Purchased Assets. Such access will be afforded by the applicable Party upon receipt of reasonable advance notice and during normal business hours, and will be conducted in such a manner as not to interfere unreasonably with the operation of the business of any Party or its respective Affiliates. The Party exercising the right of access hereunder will be solely responsible for any costs or expenses incurred by either Party in connection withtherewith. If the Party in possession of such books and records desires to dispose of any such books and records prior to the expiration of such three-year period, or relating in any way tosuch Party will, prior to such disposition, give the transactions contemplated hereby, without the prior written consent other Party a reasonable opportunity at such other Party’s expense to segregate and take possession of Seller (such consent not to be unreasonably withheld, conditioned or delayed), books 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 Sellerrecords as such other Party may select.

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 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 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. 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 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 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 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.

Access. During the Pre-Closing Period and subject to applicable Law and Section 5.11(b)Pre‑Closing 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 Americas 92425100 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) Regulatory Authorities in connection 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 not, and its shall cause each member of the Buyer Group and their respective Representatives shall not to, contact or communicate with the employees, customers, suppliers, independent contractors, landlords, lessors, banks customers and suppliers of Seller or other business relations any of the Sold Companies their respective Affiliates in connection with, or relating in any way to, with 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 by this Agreement without the prior written consent of Seller.

Access. During Commencing after the Pre-Signing Date and until the Closing Period and Date, but subject to applicable Law and Section 5.11(b)the succeeding sentence, Seller shallshall provide Buyer access (during Seller’s regular business hours and to the extent it does not unreasonably interfere with Seller’s operations) to the Properties that it operates, and Seller shall cause use Commercially Reasonable Efforts to obtain permission for Buyer to gain access to the Sold Companies toProperties that are operated by Third Parties after the Signing Date, afford to conduct a Phase I analysis of the same subject to the following conditions, it being agreed that Buyer and its authorized RepresentativesRepresentatives may not conduct any Invasive Activities or inspections (other than a visual inspection) and may not operate any equipment or machinery in the course of such inspection. Notwithstanding anything otherwise provided in this Agreement, reasonable Buyer shall not have the right to access during normal business hours and upon prior reasonable written the ▇▇▇▇▇▇▇ Plant until Seller provides Buyer notice to Seller, to in accordance with Section 5.2.6 that Seller has completed the officers, properties, books and records ▇▇▇▇▇▇▇ Plant Remediation Project. Such inspection shall be (a) conducted in accordance with the terms of the Sold Companies as Buyer reasonably requests in connection with its efforts Confidentiality Agreement, (b) subject to consummate any releases or other agreements required by the operator of the Properties, (c) only for the purpose of effecting the transactions contemplated by this AgreementAgreement and (d) subject at all times to Buyer’s and its Representatives’ compliance with Seller’s (or the applicable Third Party operator’s) applicable policies and procedures, including Seller’s (or the applicable Third Party operator’s) code of conduct, digital security, health, safety, security, and environmental policies and procedures. If, at any time, Seller believes in good faith that Buyer or any of its Representatives have not complied with Seller’s (or the applicable Third Party operator’s) applicable policies and procedures, then Seller may immediately terminate Buyer’s and its Representatives’ access to the Properties. Buyer shall be responsible for arranging, at its own cost, transportation to and from any such Properties. From and after the Signing Date until the Closing Date, Seller shall make available to Buyer and its Representatives, at reasonable times (which may be outside of normal business hours, such as evening hours and on weekends, if approved by Seller) and at their current locations (or such other locations as Seller designates) upon reasonable notice, for examination and copying, all Records (other than title Records and title information, which Records and information are exclusively covered in Section 4.1) relating to the condition of the Properties insofar as the same are in possession of Seller or its Affiliates and, prior to the Signing Date, are not located at the Properties; provided, that Seller may restrict access and provision of information to the extent it reasonably believes necessary to (i) comply with existing confidentiality obligations owed to Third Parties (provided further that Seller shall use its Commercially Reasonable Efforts to secure waivers of any such confidentiality obligations), (ii) ensure compliance with antitrust and other Laws, (iii) preserve the secrecy of confidential information to the extent not related to the Properties and (iv) preserve a valid legal privilege relating to existing or anticipated Third Party Claims. From and after the Signing Date until the Closing Date, at reasonable times and upon reasonable notice, Seller shall afford Buyer and such Buyer’s Representatives reasonable access to selected employees of Seller Group that have been involved with the operation of the Properties solely to the extent such access does not interfere disrupt the daily activities of such employees in any material respect. To the fullest extent permitted by Law, Buyer (on behalf of Buyer Group and their successors and assigns) shall indemnify, defend and hold harmless Seller Group, the other owners of interests in the Properties and their respective officers, directors, managers, employees, agents and representatives, from any and all Claims, including those for (1) any injury, illness or death of any Persons including Buyer Group, Seller Group or their respective Representatives; (2) damages to property (including damage to property of Third Parties, Seller Group, Buyer Group or their respective and/or of Buyer’s Representatives); and (3) damages to natural resources or environmental damage to or associated with the normal business operations Properties to the extent caused by, arising out of, or resulting from the activities of Seller Buyer Group or the Sold Companies. In its Representatives in connection with any site visit or physical inspection of the Properties even if such accessindemnified event is caused by, Buyer and its Representatives shall cooperate with Seller and arises out of or results from the Sold Companies and shall use their commercially reasonable efforts to minimize active or passive, sole, concurrent or comparative negligence or gross negligence, strict liability, breach of duty (statutory or otherwise), violation of Law or other fault of the aforesaid indemnified parties, or any disruption pre-existing defect, but not 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 extent that such commercially reasonable efforts shall not require any of Seller indemnified event or occurrence is caused by 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 result of the Sold Companies in connection with, or relating in any way to, the transactions contemplated hereby, without the prior written consent willful misconduct 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 Sellerindemnified parties.

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 will permit Buyer 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 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 Business during normal business operations of Seller or the Sold Companies. In connection with any such access, Buyer working hours and its Representatives shall cooperate with Seller and the Sold Companies and shall use their commercially upon 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 boundadvance notice; provided, however, that Seller shall Buyer will not disrupt the personnel and shall cause operations of 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 Business or other operations or activities of Seller or any of its Subsidiaries; provided, further, that (a) nothing herein will require any employee of Seller or any of its Subsidiaries to provide any information regarding the Sold Companies Business in any other format or otherwise to pay manipulate or reconfigure any consideration data regarding the Business; (b) nothing herein will require Seller or any of its Subsidiaries to any third party provide Buyer with access to 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, copies of (i) 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, (ii) sensitive customer or employee information, manufacturing processes, pricing lists or other information that relates to the Business and that, in Seller’s reasonable business judgment, should not be provided to Buyer until the transactions contemplated hereby have been consummated in order to avoid any adverse effect on the Business, or in order not to violate applicable Laws, unless such information will be acquired by Buyer at the Closing Date, in which case Buyer will enter into any confidentiality agreement(s) that are necessary to review such information (receipt of such information being subject to execution of any necessary confidentiality agreement(s) by any required third party), or (iii) employee information; and (c) nothing herein will require Seller or any of its Subsidiaries to provide Buyer with access to or copies of any information that relates to any businesses or operations of Seller or any of its Subsidiaries other than the Business. 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 Buyer’s Representatives shall will not contact or in any other manner communicate with the employees, customers, suppliers, independent contractors, landlords, lessors, banks customers and or other business relations suppliers of the Sold Companies Business in connection with, or relating in any way to, with the transactions contemplated hereby, without except following prior consultation with and written approval from Seller or its Representatives. Notwithstanding the prior written consent foregoing or any other provision in this Agreement, none of Buyer, any Affiliate of Buyer or any Representative of Buyer will be entitled to review or have access to any Tax Return of Seller (such consent not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right to perform invasive any Affiliate thereof 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 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 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 officers, properties, Acquired Companies’ books and records and, during such period, the Company shall furnish promptly to Parent all readily available information concerning its business as Parent may reasonably request and the Company shall instruct its counsel, lenders, advisors, auditors and other Representatives to reasonably cooperate with Parent’s investigation of the Sold Companies as Buyer reasonably requests in connection with its efforts to consummate the transactions contemplated by this AgreementAcquired Companies; 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 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 Buyer if such confidentiality, non-disclosure would be reasonably likely or privacy; (c) jeopardize protections afforded to jeopardize any of the Acquired Companies under the attorney-client privilege or conflict the Table of Contents attorney work product doctrine; (d) violate any Law; or (e) materially interfere with any confidentiality obligations to which Seller or any the conduct of the Sold Companies is boundAcquired Companies’ business; provided, howeverfurther, that Seller the Company shall and shall cause the Sold Companies to, take use its commercially reasonable efforts to obtain any required consents or make alternative arrangements to permit such inspection, access or disclosure in a waiver manner that does not give rise to the consequences referred to in the foregoing clauses (a) through (e). No investigation pursuant to this Section 6.4 shall affect any representation or warranty in this Agreement of any such confidentiality party hereto or any condition to the obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller the parties hereto. All requests for access pursuant to this Section 6.4 must be directed to the Chief Business Officer of the Company or another person designated in writing by the Sold Companies to pay any consideration to any third party or amend or modify any Contract)Company. Notwithstanding anything herein to the contrary contained hereincontrary, except as otherwise expressly provided Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in Section 5.6, during the Pre-Closing Period, (i) Buyer and its Representatives shall not contact or communicate connection with the employeesOffer, customers, suppliers, independent contractors, landlords, lessors, banks and the 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 not to be unreasonably withheld, conditioned or delayed), and (ii) Buyer Parent and Merger 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 6.4 shall be treated as confidential information of the Sold Acquired Companies without for purposes of the prior written consent of SellerConfidentiality Agreement.

Access. During the Pre-Closing Period and subject to applicable Law and Section 5.11(b)Interim Period, Seller shall, and the Company shall cause allow the Sold Companies to, afford to Buyer and its authorized Representatives, Representatives to have reasonable access during normal business hours to its premises, senior management employees, officers and upon prior reasonable written notice directors and to Seller, to the officers, its properties, books and records during normal working hours, provided the Buyer gives the Company reasonable advance notice and such access does not unreasonably interfere with the conduct of business of the Sold Companies Company, and shall furnish the Buyer with such financial and operating data and other information with respect to the business and properties of the Company as the Buyer shall from time to time reasonably requests request. Notwithstanding the foregoing to the contrary, Buyer agrees that Buyer shall ensure that access to all and any portion the Company’s “Job Boss” and its contents and information shall not be permitted (and shall not occur) for those employees or Representatives of Buyer whose primary responsibility is sales and marketing of asphalt mixing and related products. Following the Closing, the Sellers agree to use their Best Efforts to promptly furnish to Buyer information in connection their possession to enable Buyer to properly prepare financial statements and tax returns and other documents required to be filed with a Governmental Body. Buyer and the Company confirm that (a) the terms of that certain letter agreement of Astec, dated December 20, 2007, and acknowledged December 24, 2007 by the Company (the “Confidentiality Agreement”), shall remain in full force and effect and shall not be deemed altered or amended by this Agreement, and (b) information regarding the Company or its efforts status disclosed pursuant to consummate this Agreement shall be deemed “Confidential Information” under such letter agreement. Buyer confirms that Buyer and its Affiliates will comply with their respective obligations under the Confidentiality Agreement. If the transactions contemplated by this Agreement; provided, that such access does not interfere with Agreement are consummated at 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 toClosing, the transactions contemplated hereby, without Confidentiality Agreement will terminate on 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 SellerClosing Date.

Access. During (i) Subject to the Pre-Closing Period and subject to applicable Law and last sentence of Section 5.11(b5(d)(ii), the Seller shallwill permit, and shall 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 Seller 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, 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 prior written consent of approval, any drilling or sampling (with all such prior approvals by Seller (such consent 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 the Company’s unaudited monthly financial statements for each month of the 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 the Seller shall have no right be subject in all respects to perform invasive or subsurface investigations strict compliance with the terms and conditions of the properties or facilities Confidentiality Agreement dated as of July 11, 2006 by and between the Seller and the Buyer (the “Confidentiality Agreement”). In the course of the Sold Companies without reviews contemplated by this Section 5(d), the prior 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 the Seller, as the case may be, all tangible embodiments (and all copies) of such information which are in its possession. 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 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.

Access. During From the Pre-Closing Period and subject to applicable Law and Section 5.11(b)date hereof until the Closing, Seller shall, and Sellers shall cause the Sold Companies to, (i) afford to Buyer Purchaser and its authorized Representatives, representatives reasonable access to and the right to inspect all of the Acquired Assets, Books and Records, Contracts and other documents and data related to the Business; (ii) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Business as Purchaser or any of its representatives may reasonably request; and (iii) instruct the representatives of Sellers to cooperate with Purchaser in its investigation 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 interfere with the normal business operations conduct of Seller the Business or the Sold Companiesany other businesses of Sellers. In connection with any such access, Buyer and its Representatives All requests by Purchaser for access pursuant to this Section 6.1 shall cooperate with Seller and the Sold Companies and shall use their commercially reasonable efforts to minimize any disruption be submitted or directed exclusively to the businessPresident of USI or such other individuals as Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, Seller and the Sold Companies Sellers shall not be required to disclose any information to Buyer Purchaser if such disclosure would be reasonably likely would, in Sellers’ sole discretion: (iv) cause significant competitive harm to Sellers and their businesses, including the Business, if the transactions contemplated by this Agreement are not consummated; (v) jeopardize any attorney-client privilege or conflict with other privilege; or (vi) 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 date of this Agreement. Prior to 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 Seller, which may be withheld for any reason, Purchaser shall not to be unreasonably withheldcontact any suppliers to, conditioned or delayed)customers of, the Business. Purchaser shall, and (ii) Buyer shall have no right to perform invasive or subsurface investigations cause its representatives to, abide by the terms of the properties Confidentiality Agreement with respect to any access or facilities of the Sold Companies without the prior written consent of Sellerinformation provided pursuant to this Section 6.1(c).

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. 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 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 From and after the Pre-date of this Agreement until the Closing Period Date, Sellers shall give Buyers and subject to applicable Law their employees, agents and Section 5.11(b)authorized representatives 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 Transferred Assets and to such employees and records relating to the Transferred Assets or the Business, in each case, as are necessary to allow Buyers and their employees, agents and authorized representatives to make such inspections, to interview or confer with officers, propertiesemployees, books agents and representatives of the Sellers as Buyers believe necessary and appropriate with respect to the Transferred Assets or the Business. Sellers shall have the right to have a representative present at all times of any such inspections, interviews and examinations. Additionally, all records provided to Buyers pursuant to this Section will be deemed to be "Confidential Information" for purposes of the Confidentiality Agreement. Upon Buyers' request, MPI shall provide to Buyers such information and records regarding the Employees as Buyers may reasonably request, including, without limitation, the Employees' addresses, dates of birth, dates of hire, and dependent information, personnel files, performance evaluations, and other employment related documents. Buyers, however, shall not be entitled to access to any materials containing privileged communications (except with the written consent of the Sold Companies as Buyer reasonably requests Sellers) or information about employees, disclosure of which might violate an employee's reasonable expectation of privacy. Notwithstanding the foregoing, at the request of Buyers, Sellers shall make available to Buyers any written performance evaluations of the Employees. Buyers expressly acknowledge that nothing in connection this Section 7.2 is intended to give rise to any contingency to Buyers' obligations to proceed 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 (a) From and after the Pre-Execution Date and up to and including the Closing Period and Date (or earlier termination of this Agreement), but subject to applicable Law the other provisions of this Agreement (including this Section 5.1) and Section 5.11(bobtaining any required consents of Third Parties (with respect to which consents SM shall use its commercially reasonable efforts to obtain), Seller SM shall afford to Buyers, their respective Affiliates and each of their officers, employees, agents, accountants, attorneys, investment bankers, consultants and other authorized representatives (collectively, “Buyers’ Representatives”) reasonable access, during normal business hours, to the Assets and all Records in SM’s or any of its Affiliates’ possession. SM shall also make available to Buyers and the Buyers’ Representatives, upon reasonable notice during normal business hours, SM’s personnel knowledgeable with respect to the Assets in order that such Buyer may make such diligence investigation as Buyers consider necessary or appropriate. All investigations and due diligence conducted by Buyers or any of the Buyers’ Representatives shall be conducted at the Buyers’ sole cost, risk and expense; and any conclusions made from any examination done by Buyers or any of the Buyers’ Representatives shall result from the Buyers’ own independent review and judgment. Buyers shall coordinate their access rights and physical inspections of the Assets with SM and any applicable Third Party that serves as an Operator (each a “Third Party Operator”) to reasonably minimize any inconvenience to or interruption of the conduct of business by SM or any Third Party Operator. Buyers shall give SM reasonable prior written notice before entering onto any of the Assets and SM shall have the right to have its representatives present at any time any Buyers’ Representative is present on the Assets. Buyers shall, and shall cause all of the Sold Companies Buyers’ Representatives to, afford abide by SM’s and any Third Party Operator’s safety rules, regulations and operating policies of which they are notified in advance while conducting its due diligence evaluation of the Assets including any environmental or other inspection or assessment of the Assets. (b) Buyers shall not conduct any sampling, boring, drilling or other invasive investigation activities (“Invasive Activities”) on or with respect to Buyer any of the Assets unless Buyers determine in good faith that such Invasive Activities are reasonably necessary to determine whether an Environmental Defect exists, and its authorized Representatives, reasonable access during normal business hours and upon such determination has been supported in writing by a Third Party environmental consultant (which writing shall be provided to SM prior reasonable written notice to Seller, such Invasive Activities being conducted). (c) During the time period that SM is conducting operations with respect to the officersLight Well, propertiesBuyers shall have the right to send no more than two (2) Buyers’ Representatives to monitor and observe such operations; provided however that (i) Buyers shall cause such Buyers’ Representatives to abide by all of SM’s safety rules, books regulations and records operating policies of which they are notified while monitoring and observing such operations, (ii) at all times such Buyers’ Representatives shall be accompanied by employees or agents of SM and (iii) if at any time SM, in its sole discretion determines that such Buyers’ Representative is not abiding by such safety rules, regulations or operating policies or that such Buyers’ Representative is endangering the health, safety or property of any Person, then SM shall have the right to remove such Person from the Lands on which such operations are being conducted (subject to the Buyers’ right to select an alternative Buyers’ Representative to monitor and observe such operations). During the time period that SM is conducting operations on the Light Well, SM shall promptly provide or otherwise make available to Buyers any written or electronic reports, including daily drilling and completion reports, tests, logs and other similar reports relating to the Light Well that are prepared in the normal course of SM’s business (other than legal analysis and attorney work product). (d) Buyers agree to defend, indemnify and hold harmless each of the Sold Companies as Buyer reasonably requests in connection with its efforts to consummate Operators of 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 Assets and the Sold Companies SM Indemnified Parties from and shall use their commercially reasonable efforts against any and all Liabilities attributable to minimize personal injury, death, physical damage, violations of Law by Buyers or any disruption Buyers’ Representative, or violations committed by Buyers or any Buyers’ Representative of any policy communicated to Buyers or any Buyer Representative, arising out of, resulting from or relating to any field visit, environmental property assessment, monitoring or observing operations with respect to the business. Notwithstanding anything to the contrary in this AgreementLight Well, 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 other due diligence activity conducted by Buyers or any of the Sold Companies is bound; providedBuyers’ Representative (including an Invasive Activity, howeverif any) with respect to the Assets, that Seller 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 THE SM INDEMNIFIED PARTIES, EXCEPTING ONLY LIABILITIES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A MEMBER OF THE SM INDEMNIFIED PARTIES. (e) Buyers shall disclose to SM all portions of their final environmental reports and shall cause the Sold Companies to, take commercially reasonable efforts to obtain a waiver of test results prepared by any such confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require Third Party environmental consultants for Buyers or 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, their Affiliates (i) Buyer as may relate to any Environmental Defect claimed in any Environmental Defect Notice or (ii) as may be required to be disclosed by SM to any lessor under the terms of any applicable Lease. Neither Buyers by their delivery of said documents nor SM by its receipt of said documents shall be deemed to have made any representation or warranty, expressed, implied or statutory as to the condition to the Assets or to the accuracy of said documents or the information contained therein. (f) Upon completion of the Buyers’ due diligence, Buyers shall, at their sole cost and expense and without any cost or expense to SM or its Representatives shall not contact or communicate Affiliates (i) repair all physical damage done to the Assets in connection with the employeesBuyers’ due diligence, customers, suppliers, independent contractors, landlords, lessors, banks and (ii) restore the Assets to the approximate same or other business relations better physical condition in existence prior to commencement 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)Buyers’ due diligence, and (iiiii) Buyer shall have no right remove all equipment, tools or other property brought onto the Assets in connection with the Buyers’ due diligence. Any disturbance to perform invasive or subsurface investigations of the properties or facilities of Assets (including, without limitation, the Sold Companies without real property associated with such Assets) resulting from the prior written consent of SellerBuyers’ due diligence will be promptly corrected by the Buyers.

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, Buyer and its agents, employees, consultants, and representatives shall have reasonable access to the officers, properties, Properties and all books and records for the Properties that are in Seller’s possession or control for the purpose of conducting its due diligence activities and for completing 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 boundThird Party Reports; provided, however, Buyer may not conduct any invasive testing without Seller’s prior written consent (which consent shall not be unreasonably withheld). During the pendency of this Agreement, Buyer and its agents, employees, consultants, and representatives shall have a continuing right of reasonable access to the Properties and any office where the records of the Properties are kept, with reasonable prior notice, for the purpose of examining and making copies of all books and records and other materials relating to the Properties in Seller’s possession. Upon reasonable prior notice, Buyer shall have the right to conduct a “walk-through” of the Properties before the Closing. In the course of its investigations following execution of this Agreement, Buyer may make inquiries 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; provided, that Seller receive prior notice of such inquiry and Seller shall have the right to have a representative present during such inquiry. Buyer hereby indemnifies, protects, defends (with counsel reasonably acceptable to Seller) and holds Seller and the Properties 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 Properties by Buyer, Buyer’s agents, contractors and/or subcontractors in connection with the matters set forth herein, provided, however, Buyer shall cause not indemnify Seller against any Claims caused by Seller, or any of its agents’, employees’ or representative’s negligence or willful misconduct, or Claims arising out of conditions that were present before Buyer entered the Sold Companies toProperties. The foregoing indemnity obligations shall survive the termination of this Agreement and the Closing for a period of two (2) years. Buyer and its agents, take commercially reasonable efforts employees, consultants, and representatives agree that any entry onto a Property shall not unreasonably interfere with the business operations being conducted thereon, and same shall carry customary commercial general liability insurance with respect to obtain their activities or entry upon the Property (said policy shall contain 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 subrogation and name the Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contractas an additional insured thereon). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) Buyer and or its Representatives representatives shall not contact or communicate with the employees, customers, suppliers, independent contractors, landlords, lessors, banks and or other business relations provide evidence 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 Sellerinsurance upon request.

Access. During the Pre-Closing Period and subject to applicable Law and Section 5.11(b)Period, Seller shall, and shall cause the Sold Companies toCompany to (a) provide to Purchaser and the employees, afford directors, officers, agents or representatives of Purchaser (collectively, the “Purchaser Representatives”), upon reasonable prior notice to Buyer and its authorized Representativesthe Company, reasonable access access, during normal business hours hours, and upon prior reasonable written notice in such a manner as not to Sellerunreasonably interfere with the conduct of the Acquired Business, to (i) the officersfacilities, assets, 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 Company 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, (iii) Buyer and its Representatives shall not contact or communicate with the employees, customersdirectors, suppliersofficers, independent contractors, landlords, lessors, banks and agents or other business relations representatives of the Sold Companies in connection with, Company or relating in any way toSeller (collectively, the transactions contemplated hereby“Seller Representatives”), without (b) furnish to Purchaser and the Purchaser Representatives such documents, additional financial and operating data and other information related to the Acquired Business as Purchaser and the Purchaser Representatives may reasonably request and (c) with the prior written consent of Seller (such consent not to not be unreasonably withheld, conditioned delayed or delayed), conditioned) permit Purchaser and (ii) Buyer shall have no right the Purchaser Representatives to perform invasive or subsurface investigations contact and discuss the affairs and accounts of the properties or facilities Company with the customers, third party payors, vendors, suppliers and other business relations of the Sold Companies without Company (it being acknowledged that Purchaser and the prior written consent Purchaser Representatives are not prohibited from contacting any such Person with respect to any matter unrelated to the transactions contemplated by this Agreement or the other Transaction Documents). Prior to the Closing, all information disclosed by or on behalf of SellerSeller and the Company to Purchaser or any of the Purchaser Representatives shall be received and held in accordance with the Confidentiality Agreement. No investigation by Purchaser or any of the Purchaser Representatives pursuant to this Section 5.5 shall affect, add to or subtract from any representations and warranties of the Company or Seller or the conditions to the obligations of the Parties to consummate the transactions contemplated by this Agreement or the other Transaction Documents.

Access. During BUYER shall have 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, right of reasonable access during normal business hours and upon prior reasonable written notice to Seller, to the officers, properties, books and records of Premises for purposes contemplated under 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 CompaniesDue Diligence Contingency. In connection with any such access, Buyer and its Representatives SELLER shall cooperate with Seller and the Sold Companies BUYER in facilitating its due diligence inquiry and shall obtain, and use their commercially its best reasonable efforts to minimize obtain, any disruption consents that may be necessary in order for BUYER to perform studies, tests, borings, investigations and inspections on the Premises if permitted by SELLER. SELLER shall also notify BUYER of any dangerous conditions known to SELLER on the Premises, including, without limitation, conditions which due to the businessnature of the borings, studies, investigations, inspections or testing to be performed by or on behalf of BUYER may pose a dangerous condition to BUYER or BUYER's agents and contractors. Notwithstanding anything herein to the contrary contrary, in this Agreement, Seller and no event shall 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 BUYER or any of its agents, representatives, employees, contractors or the Sold Companies like ("Permitted Parties") cause any damage to the Premises which is bound; providednot promptly restored by BUYER at its sole cost and expense to as near its condition prior to such damage or disturbance as reasonably possible, however, unreasonably disturb any tenants or occupant thereat or incur any liability for SELLER. To the extent 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 Permitted 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 todisturb or damage the Premises, unreasonably disturb any tenants or occupants thereat or incur any liability for SELLER, they shall, as a matter of due course, but in any event upon being notified by SELLER, promptly restore the transactions contemplated herebyPremises at their sole cost and expense to its condition prior to such disturbance and BUYER shall hold SELLER harmless and indemnified from all loss, without cost, damage and expense, including reasonable attorneys' fees, as a result of any damage to the prior written consent Premises or any claim made against SELLER to the extent of Seller (such consent not any action or inaction by BUYER or the Permitted Parties. SELLER agrees to be unreasonably withheld, conditioned or delayed), give BUYER prompt notice of any claim for which SELLER is seeking indemnity and (ii) Buyer shall have no to give BUYER the right to perform invasive defend the same with counsel reasonably acceptable to SELLER. BUYER shall notify SELLER of its intention to access the Premises at least twenty-four (24) hours in advance of each such access and shall, if SELLER so requests, allow SELLER or subsurface investigations its representative to accompany BUYER or the Permitted Parties during such access and shall reasonably accommodate SELLER by scheduling such access at reasonable times so that SELLER can accompany BUYER or the Permitted Parties if SELLER so wishes. BUYER agrees to maintain appropriate property damage and public liability insurance in amounts reasonably acceptable to SELLER and will deliver to SELLER certificates of such insurance naming SELLER as an additional insured prior to any access or entry onto the properties or facilities of the Sold Companies without the prior written consent of SellerPremises.

Access. During Sellers shall permit the Pre-Closing Period and subject representatives of 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 the Business) to the Acquired Assets and the premises, properties, financial, and accounting records, sales and use Tax records solely related to the Business and the Acquired Assets, Contracts, and other records and documents of Sellers pertaining to the Business and the Acquired Assets. Notwithstanding the foregoing, Sellers shall not be obligated (1) to provide any information, documents or access to any person unless Buyer is responsible, pursuant to the Sold Companies. In connection terms of the Confidentiality Agreement, for the use and disclosure of any information obtained by such person from a Seller; (2) to provide any information, documents or access that would (A) violate the provisions of any applicable Laws or any Contract to which it is a party or (B) cause the loss of the attorney-client privilege with respect thereto, except that in the case of this clause (2), Sellers shall use commercially reasonable efforts to provide such information, documents or access in a manner that does not violate Law or Contract or, subject to the reasonable cooperation of Buyer, including the entry into a joint defense agreement, if requested by Sellers, cause the loss of attorney-client privilege; (3) to provide access that would result in unreasonable interference with any such accessof the businesses or operations of Sellers; or (4) to provide access to conduct any sampling or testing of Environment, building materials or building conditions without Sellers’ prior written consent, which consent shall be at Sellers’ sole discretion. Prior to the Closing, Buyer and its Representatives representatives shall cooperate not contact or communicate with any Business Employees without prior consent of 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 Agreement1, Seller and the Sold Companies which consent shall not be required to disclose any information to Buyer if such disclosure would be reasonably likely to jeopardize any attorney-client privilege unreasonably withheld, delayed or conflict with any confidentiality obligations to which Seller or any of the Sold Companies is bound; providedconditioned, 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 customers and or other business relations suppliers of the Sold Companies Sellers 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 (such 1, which consent shall not to be unreasonably withheld, conditioned delayed 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 Sellerconditioned.

Access. During the Pre-Closing Period and subject to applicable Law and Section 5.11(b), (a) Seller shallshall permit Buyer or Buyer’s representatives full access at reasonable times, and shall cause the Sold Companies to, afford in 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 unreasonably interfere with the normal business operations of Seller, to the headquarters and properties of Seller and to such Books and Records, contracts, Tax records, and documents of or pertaining to the Sold CompaniesMac Nut Business as are reasonably necessary for Buyer’s performance of due diligence under this Agreement. In connection conducting its due diligence, Buyer will (i) obtain prior written permission from Seller before contacting any customer, suppliers or Employees of Seller (other than the following Employees, manager, or consultant: ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, and ▇▇▇▇▇▇ ▇▇▇▇▇, whom Buyer may contact directly), (ii) use reasonable efforts to limit the number and duration of such contacts with any customers, suppliers or Employees so as not to disturb or alarm Seller’s customers, suppliers or Employees, and (iii) use reasonable efforts not to disrupt Seller’s business operations in conducting its due diligence. (b) Buyer shall proceed to arrange with Seller a mutually agreeable time and place at which Buyer may conduct interviews with such accessEmployees or customers of Seller (other than the individuals listed in Section 5.5(a)) as are mutually agreed to by Buyer and Seller’s representatives. (c) Seller shall, upon reasonable notice, furnish to Buyer such additional financial and operating data and other information regarding Seller and the Mac Nut Business (including current information regarding Seller’s prospects, assets, contracts, rights, Liabilities and obligations) that Buyer may from time to time reasonably request. (d) Seller shall grant Buyer and its Representatives shall cooperate agents and employees the right to enter the Seller Land at reasonable times and with reasonable notice before the Closing for the purpose of inspecting the Seller Land and the Sold Companies and shall use their commercially reasonable efforts to minimize any disruption to Purchased Assets, making such surveys or performing such tests, studies or other activities as are reasonably appropriate in connection with the business. Notwithstanding anything to the contrary in consummation of transactions contemplated by this Agreement, Seller Agreement 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 boundRelated Agreements; 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 all such activities are at Buyer’s sole cost, expense, and its Representatives shall not contact or communicate with the employees, customers, suppliers, independent contractors, landlords, lessors, banks and or other business relations risk without right 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)reimbursement from Seller, and (ii) Buyer must use reasonable efforts to not unreasonably interfere with Seller’s existing activities on the Seller Land or the Mac Nut Business. (e) Seller shall have no right use reasonable efforts to perform invasive or subsurface investigations assist and cooperate with Buyer in the development of transition plans for implementation by Buyer following the properties or facilities of the Sold Companies without the prior written consent of SellerClosing.

Access. During The Sellers agree that from the Pre-date hereof until the Closing Period and Date, subject to applicable Law the terms of the Confidentiality Agreement (as defined below) and Section 5.11(b)for purposes of transition, Seller upon reasonable notice from Buyer, (i) the Sellers shall, and shall cause the Sold Companies each Affiliate controlled by Sithe to, afford provide to Buyer and its authorized Representativesrepresentatives (collectively, the "Buyer Group") reasonable access access, at reasonable times during normal business hours and upon prior reasonable written notice to Sellerhours, to the officersemployees, auditors, counsel and consultants of the Sellers and the Affiliates controlled by Sithe relating to, and to the properties, books and records of the Sold Sellers and the Affiliates controlled by Sithe relating to, the Acquired Assets and the GPU Liabilities and shall promptly furnish to the Buyer Group information as the Buyer Group may reasonably request; provided, that such access shall be afforded to the Buyer Group as soon as practicable but in no event more than two Business Days after receipt of notice, and only in such manner so as not to unreasonably disturb or interfere with the normal operations of the Companies or their Subsidiaries; and provided further, that neither Seller nor any of their respective Affiliates shall be required to take any action that would 65 73 constitute a waiver of the attorney-client privilege or to supply to the Buyer Group any information that any Company or any such Subsidiary of any Company is under a legal obligation not to supply, and (ii) as soon as practicable after request by Buyer reasonably requests or its representatives but in connection no event more than two Business Days after receipt of notice, each Seller shall have, or cause the appropriate Affiliate of Sithe to have, meetings or discussions with the Buyer Group regarding the conduct of the business of each Company and its efforts to consummate Subsidiaries, the Acquired Assets, the GPU Liabilities and the effect thereon of the transactions contemplated by this Agreement; provided, that such access does not interfere with . All information furnished by or on behalf of any Company or any Subsidiary of any Company hereunder to a member of the normal business operations of Seller or the Sold Companies. In connection with any such access, Buyer and its Representatives Group shall cooperate with Seller and the Sold Companies and shall use their commercially reasonable efforts to minimize any disruption be subject to the businessterms of the Confidentiality Agreement dated as of November 16, 1999 between Sithe and Buyer (the "Confidentiality Agreement"). Notwithstanding anything to the contrary in this Agreement, Seller and the Sold Companies Buyer 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 have 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 conduct any environmental sampling or testing at, in, on or underneath the properties or facilities of the Sold Companies without the prior written consent of SellerAcquired Assets.

Access. During From the Pre-Closing Period and subject to applicable Law and Section 5.11(b)date hereof until the Closing, Seller shall, and Sellers shall cause the Sold Companies to, afford to Buyer and its authorized Representativesrepresentatives full and free access to and the right to inspect the Acquired Assets. Sellers shall (i) permit Buyer and its representatives to make copies at the Buyer’s sole expense of all such contracts, reasonable access during normal business hours and upon prior reasonable written notice to Seller, to the officers, propertiespermits, books and records of and other existing documents and data that relate to the Sold Companies Acquired Assets as the Buyer may reasonably requests in connection request; (ii) furnish Buyer with its efforts such additional data and information relating to consummate the transactions contemplated by this AgreementAcquired Assets as the Buyer may reasonably request; provided, that such access does not interfere with the normal business operations of Seller or the Sold Companies. In connection with any such access, (iii) permit Buyer and its Representatives shall representatives to talk with, ask questions of, and interview, prospective Employees and contractors; and (iv) otherwise cooperate with Seller and the Sold Companies and shall use their commercially reasonable efforts to minimize any disruption assist, to the business. Notwithstanding anything extent reasonably requested by the Buyer, with the Buyer’s investigation of the properties, assets and financial condition related to the contrary in this AgreementAcquired Assets or business and with prospective Employees. Buyer shall have the right to have the real property, Seller systems and tangible personal property inspected by Buyer and its representatives, at the Sold Companies Buyer’s sole cost and expense, for purposes of determining the physical condition and legal characteristics of the real property, systems and tangible personal property as the Buyer deems appropriate. Any such inspection shall not be required scheduled upon reasonable advance notice to disclose the Sellers. In the event subsurface testing, any information to Buyer if such disclosure would be reasonably likely to jeopardize any attorney-client privilege testing involving the taking of samples or conflict with any confidentiality obligations to which Seller other physically destructive or invasive testing is recommended by any of the Sold Companies is bound; providedBuyer or its representatives, however, that Seller no such testing 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, be performed without the prior written consent of Seller the Sellers (such consent which shall not to be unreasonably withheld) and, conditioned if required under the applicable Lease, the lessor or delayed)sublessor thereunder. Subject to applicable Laws, and (ii) upon the completion of any inspection or test, the Buyer shall have no right reasonably restore the real property and the tangible personal property to perform invasive its condition prior to such inspection or subsurface investigations of the properties test. No investigation by Buyer or facilities of the Sold Companies without the prior written consent of Sellerother information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement.

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 (i) Subject to the Pre-Closing Period and subject to applicable Law and Section 5.11(blast sentence of SECTION 6(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 Closing, the Sellers shall afford to applicable Law and Section 5.11(bthe Buyer, its Representatives (including, but not limited to any potential financing source), Seller shallinspectors, appraisers and shall cause the Sold Companies to, afford to Buyer and its authorized Representatives, engineers reasonable access (during normal business hours and upon prior reasonable written notice in such a manner 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 unreasonably interfere with the normal business operations operation of Seller the Sellers or their respective Subsidiaries) to CIR III’s and its Subsidiaries’ respective properties (including any CIR III Properties and any other assets or liabilities to be acquired or assumed by the Sold Companies. In connection with Buyer pursuant to this Agreement), and all other information the Buyer may reasonably request (including reasonable access to the employees of CIR III and its Subsidiaries or any Affiliate thereof), including access to inspect such accessproperties and assets and review the Books and Records and other financial, operational, environmental, health, safety and other records of the Sellers and their respective Subsidiaries, including for purposes of conducting environmental assessments, in each case, as the Buyer and its Representatives may reasonably request. Notwithstanding the foregoing, except as otherwise set forth herein, the Buyer hereby agrees that with respect to any such investigation, inspection, interview or solicitation of information, the Buyer shall cooperate comply with Seller the terms, conditions and obligations of the Buyer set forth in Sections 1 through 7 of that certain Access and Due Diligence Agreement dated as of October 3, 2014, among the Sellers and certain Affiliates thereof and the Sold Companies Buyer (the “Access and shall use their commercially reasonable efforts to minimize any disruption Due Diligence Agreement”) to the business. Notwithstanding anything to the contrary same extent as if such sections were set forth in their respective entireties in this Agreement, Seller and notwithstanding that such Access and Due Diligence Agreement will automatically terminate upon the Sold Companies execution of this Agreement. The Buyer’s indemnity and insurance obligations under this Section 6.2 shall not be required to disclose any information to Buyer if such disclosure would be reasonably likely to jeopardize any attorney-client privilege survive the Closing or conflict with any termination of this Agreement for 6 months; the Buyer’s confidentiality obligations to which Seller under this Section 6.2 shall survive the termination of this Agreement for a period of one (1) year. The Buyer hereby agrees that no such environmental or other investigation shall involve a “Phase II” assessment or any other inspection which involves the movement, disassembly or other intrusion of the Sold Companies is bound; provided, however, that Seller shall and shall cause the Sold Companies or with respect 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 CIR III Property, 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, be performed without the prior written consent of Seller (the Sellers. It is acknowledged and agreed that such access rights shall include the right to interview the tenants or subtenants under the Space Leases upon the prior written consent of the Sellers, which consent shall not to be unreasonably withheld, conditioned or delayed). Upon such consent, the Sellers shall arrange Buyer’s requested meeting with tenants at mutually agreeable times and (ii) Buyer the Sellers’ Representatives shall have no right be entitled to perform invasive or subsurface investigations of the properties or facilities of the Sold Companies without the prior written consent of Sellerattend any such meetings.

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 ▇▇▇▇▇’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 ▇▇▇▇▇’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) ▇▇▇▇▇ will promptly provide a copy of any such confidentiality obligations upon Buyerfinal 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 ▇▇▇▇▇’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 ▇▇▇▇▇’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 (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 From the Pre-Closing Period and subject Execution Date to applicable Law and Section 5.11(b)the Defect Notice Date, each Seller shall, and shall cause will give to the Sold Companies to, afford to Buyer and its authorized Representativesagents and representatives, reasonable access during normal business hours and upon prior reasonable written notice to Seller, to the officers, properties, books Properties and records all of the Sold Companies Records of such Seller and such Seller will cause its officers and employees to furnish to the Buyer and its agents and representatives such operating data and other information with respect to the Properties as the Buyer (or its agents and representatives) may, from time to time, reasonably requests in connection with request for the purpose of allowing Buyer (and its efforts agents and representatives) to consummate conduct its title and environmental due diligence of the transactions contemplated by this AgreementProperties and assess the physical and environmental condition of the Properties; provided, that however, (a) any such access does investigation will be conducted in such manner as not to interfere unreasonably with the normal operation of the business operations of such Seller, and (b) such 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 provide any of the Sold Companies foregoing information to the extent that such Seller is bound; providedprohibited by any Third Party agreement from sharing such PURCHASE AND SALE AGREEMENT 34 information with the Buyer, however, that Seller shall and shall cause for which no consent to share such information with the Sold Companies to, take commercially Buyer is obtained following reasonable efforts to obtain a waiver (at no cost to the Seller) such consent. All information or data provided or made available by the Sellers shall be held by the Buyer as confidential information or data and the Buyer shall not use any of the same except in connection with the transactions set forth in this Agreement. In the event this Agreement is terminated prior to the Closing, the Buyer shall return to the Sellers (or certify the destruction of) all copies of all such information and data as well as any derivative reports, analysis or other items derived or based on any of such confidentiality obligations upon information or data. Buyer shall indemnify and hold harmless each Seller from any liability or damage resulting from 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 access to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during Properties other than any losses to the Pre-Closing Period, (i) Buyer and its Representatives shall not contact extent attributable to the gross negligence or communicate with the employees, customers, suppliers, independent contractors, landlords, lessors, banks and or other business relations willful misconduct 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 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 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 INSPECTION , DILIGENCE ----------------------------- 5.1 Access/Purchaser's Responsibilities/Purchaser's Indemnity. (a) From the Pre-Closing Period and subject to applicable Law and Section 5.11(bdate hereof through the Diligence Date (hereinafter defined), Seller shall, and shall cause the Sold Companies to, afford to agrees that Buyer and its authorized Representatives, reasonable access agents or representatives shall be entitled to enter upon the Real Property during normal business hours and upon prior reasonable advance written notice to SellerSeller and make such reasonable, to the officersnondestructive investigations, propertiesstudies and tests including, books without limitation, surveys and records of the Sold Companies engineering studies as Buyer reasonably requests in connection with its efforts to consummate the transactions contemplated by this Agreement; provideddeems necessary or advisable, 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 Buyer shall and shall cause the Sold Companies to, take commercially reasonable efforts not be permitted to obtain a waiver of any such confidentiality obligations upon Buyer’s reasonable conduct physical testing without Seller's prior written request (it being understood that such commercially reasonable efforts consent, which consent 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). Seller's prior written consent for physical inspections or testing may be conditioned upon receipt of a detailed description of the proposed physical inspection or testing, a list of contractors who will be performing the physical inspection or testing, evidence of insurance satisfactory to Seller, and such other information as Seller reasonably requires in connection with such proposed inspection or testing. Buyer acknowledges that Seller has delivered to Buyer or has made available to Buyer at the Property, on or before the date hereof, all Documents. (b) Buyer agrees that in conducting any inspections, investigations or tests of the Property and/or the Documents, Buyer and its agents and representatives shall (i) not unreasonably interfere with the operation and maintenance of the Property, (ii) not unreasonably disturb the tenants under the Leases or unreasonably interfere with their use of the Property pursuant to their respective Leases, (iii) not damage any part of the Property or any personal property owned or held by any tenant or third party, (iv) not injure of otherwise cause bodily harm to Seller, the property manager, or their respective guests, agents, invitees, contractors ad employees or any tenant or their guests or invitees, (v) maintain comprehensive general liability insurance in terms and amounts reasonably acceptable to Seller covering any accident arising in connection with the presence of Buyer, its agents and representatives on the Property, and deliver a certificate of insurance verifying such coverage to Seller prior to entry upon the Property; (vi) promptly pay when due the costs of all tests, investigations and examinations done with regard to the Property; (vii) not permit any liens to attach to the Real Property by reason of the exercise of Buyer's rights hereunder, (viii) fully restore the Property to the condition in which the same was found before any such inspection or tests were undertaken; and (ix) not reveal or disclose any information obtained during the due diligence period concerning the Property and the Documents to anyone outside Buyer's organization, except in accordance with the confidentiality standards set forth in Section 5.5 herein. (c) Buyer shall have no right to perform invasive will indemnify, defend, and hold Seller and its property manager harmless from all losses, costs, liens, claims, causes of action, liability, damages and outof pocket expenses, including, without limitation, reasonable attorneys' fees incurred by Seller as a result of the entry upon or subsurface inspections, tests or investigations of the properties Property conducted by or facilities on behalf of Buyer. This indemnity obligation of Buyer shall survive the termination of this Agreement for any reason. (d) Buyer acknowledges and agrees that the Documents are provided to Buyer for informational purposes only and do not constitute representations or warranties of Seller or its agents, employees or representatives of any kind as to the truth, accuracy or completeness of the Sold Companies without Documents or the prior written consent source(s) thereof. Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of Sellerthe Documents, and is providing the Documents solely as an accommodation to Buyer.

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 Period, each of Parent and subject to applicable Law and Section 5.11(b), Seller shall, and shall cause the Sold Companies to, (i) reasonably cooperate with Buyer to facilitate the transition to Buyer on or as soon as reasonably practicable following the Closing Date of the IT systems and network used in the operation of the Business or by the Sold Companies (provided that such cooperation does not materially interfere with the Business or the business of Seller), and (ii) afford to Buyer and Buyer, through its authorized Representatives, reasonable access during normal business hours and upon prior reasonable written notice to Seller, to the officers, properties, assets, Contracts, financial information, books and records of the Sold Companies as Buyer reasonably requests (including working papers and data in connection with the possession of Seller or its efforts to consummate Affiliates (including the transactions contemplated by this AgreementSold Companies) or their respective accountants); provided, provided that such access does not materially 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 not include any invasive or destructive sampling or testing of any environmental medium or building material; provided, further, Buyer shall not have access to minimize personnel records of Seller or its Affiliates relating to individual performance or evaluation records, medical histories or other information which in Seller’s good faith opinion is sensitive or the disclosure of which could subject Seller or any disruption of its Affiliates to risk of Liability. If the foregoing access involves entry onto any properties of the Sold Companies, (i) Seller shall be entitled to have a Representative of Seller accompany Buyer or its authorized Representatives at all times and (ii) Buyer shall indemnify and hold Seller and its Affiliates, harmless from and in respect of any and all Losses that they may incur arising out of or due to such access to the businessextent caused by the failure of Buyer or its authorized Representatives to comply with the material policies of the Business. Notwithstanding anything to the contrary in this Agreement, Seller and the Sold Companies shall not be required to disclose (A) any information to Buyer if Seller believes in good faith that such disclosure would be reasonably likely to (x) jeopardize any attorney-client privilege or conflict with (y) violate any applicable Law or any contractual confidentiality obligations obligation of Parent or Seller, (B) information relating to any sale or divestiture process conducted by Seller or its Affiliates for the Business or Seller’s or its Affiliates’ (or their Representatives’) evaluation of the Business in connection therewith, including projections, financial or other information relating thereto, or (C) any consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Sold Companies Companies) is boundthe common parent or any other information relating to Taxes or Tax returns other than information relating solely to the Sold Companies; provided, however, that each of Parent and Seller shall cooperate with Buyer and shall cause the Sold Companies to, take use 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 design and implement alternative disclosure arrangements and, to the contrary contained hereinextent available, except as otherwise expressly provided in Section 5.6use such alternative disclosure arrangements to provide information, during the Pre-Closing Period, (i) documents and access to Buyer and its Representatives in a manner that would not violate applicable Law, violate the confidentiality obligations of any Contract or cause the loss of attorney-client privilege with respect thereto. The parties agree that the provisions of the Confidentiality Agreement shall not contact or communicate continue in full force and effect following the execution and delivery of this Agreement until the Closing, and all information obtained pursuant to this Section 5.2 shall be kept confidential 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 Provided that Buyer has complied with each and every provision thereof, PacifiCorp, on behalf of the Pre-Closing Period Sellers, shall, in accordance with the terms and subject to applicable Law the conditions of that certain Auction Protocols Agreement by and Section 5.11(b)among Buyer and Sellers, Seller shallafford Buyer, and the counsel, accountants and other representative of Buyer, reasonable access, throughout the period from the date hereof to the Closing Date, to the Assets and the managerial and technical personnel associated therewith and all the properties, books, contracts, commitments, and records included in the Assets which Sellers have in their possession or to which they have access in order to facilitate transition planning. Such records shall cause the Sold Companies include, but not be limited to, afford personnel records with respect to employees whose principal work location is at the Plant. Such access shall be afforded to Buyer and its authorized Representativesafter no less than 24 hours' prior written notice, reasonable access during normal business hours and upon only in such manner as not to disturb or interfere with the normal operation of Sellers, and may include, without limitation, discussion and access relating to Buyer's engineering of Plant air pollution and other modifications Buyer plans to construct after Closing. In addition, with the reasonable approval of the Sellers Group, during the period prior reasonable written notice to Seller, to the officersClosing Date, propertiesBuyer make modifications to the Assets at Buyer's sole cost and expense in order to reduce the requirement for transition services provided for in Section 6.9. PacifiCorp's covenants under this Section are made with the understanding that Buyer shall use all such information in compliance with all Laws. The foregoing notwithstanding, Buyer acknowledges and agrees that Buyer's access to the books and records of the Sold Companies as Buyer reasonably requests Assets shall not include access to, and PacifiCorp shall not have any obligation to deliver to Buyer, any information concerning any alleged dispute or any pending litigation, investigation or proceeding involving Sellers or their Affiliates that is protected by or subject to the attorney-client privilege, or the disclosure of which is restricted by an agreement entered into in connection with its efforts to consummate the transactions contemplated such dispute, litigation, investigation or proceeding or an order entered 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 Sellercourt.

Access. During On and after the Pre-Closing Period and subject Date, Purchaser will afford promptly to applicable Law and Section 5.11(b), Seller shall, and shall cause the Sold Companies to, afford to Buyer and its authorized Representativescounsel, financial advisers and other agents reasonable access during normal business hours to its properties, Books and upon prior reasonable written notice to SellerRecords, employees, auditors and counsel to the officersextent necessary for financial reporting and accounting matters, propertiesemployee benefits matters, books the preparation and records filing of any Tax returns, reports or forms, the defense of any Tax audit, claim or assessment, the reconciliation of Claims in the Bankruptcy Case, the preparation and confirmation of a plan in the Bankruptcy Case, other matters relating to the winding-up of the Sold Companies as Buyer reasonably requests in connection with Seller’s estate and/or the closing of the Bankruptcy Case, or to permit Seller to determine any matter relating to its efforts to consummate the transactions contemplated by this Agreement; provided, that such access does not interfere with the normal rights and obligations hereunder or any other 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 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 Excluded Assets or conflict with any confidentiality obligations to which Seller or any of the Sold Companies is boundExcluded Liabilities; provided, however, that after the first six (6) months after the Closing Date, Seller shall reimburse Purchaser for a mutually agreed upon reasonable per diem charge for such Transferred Employee’s time, to the extent necessary for the wind-up of Seller’s bankruptcy proceedings or such other matter as are contemplated by this Section 7.1; provided, further, that any such access by Seller shall not unreasonably interfere with the conduct of the business of Purchaser. Seller will hold, and shall cause the Sold Companies to, take will use its commercially reasonable efforts to obtain a waiver cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or BOS 46,600,661 v6 administrative process or by other requirements 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, all confidential documents and information concerning Purchaser or the Sold Companies Business provided to pay any consideration them pursuant to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in this 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 Seller7.1.

Access. During (a) 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 and upon prior reasonable written notice 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") (each at Purchaser's sole risk and expense). Notwithstanding the foregoing, Purchaser shall not contact or otherwise communicate with any customer of 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 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 and Purchaser does not discuss the impending availability of combined feldspar and ball clay or kaolin sales. Any additional Phase II environmental investigative work 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 to any other person or entity, including, without limitation, any federal, state, or local governmental agencies, without the prior written consent of Seller, and during the period from the Closing until the fifth anniversary of the Closing Date, Purchaser and/or its agents, employees, consultants, invitees, or permittees shall not make such disclosures without providing Seller 15 days' prior written notice. (b) Notwithstanding the foregoing, the Seller shall not be required to provide any information which it reasonably believes it may not provide to Purchaser by reason of applicable law, rules or regulations, which constitutes information protected by attorney/client privilege, or which the Seller or any Affiliate is required to keep confidential by reason of contract, agreement or understanding with third parties. The parties agree and acknowledge that the information not disclosed may include contracts, documents, and information, or portions thereof, which are competitively sensitive concerning the Seller's feldspar reserves, customers, business, or operations. At Purchaser's request, however, Seller will disclose the general nature of such consent documents and the identities of the other parties thereto to Purchaser and, if requested by Purchaser, will use commercially reasonable efforts to obtain consents to confidential disclosure of the contents thereof to Purchaser from the applicable contracting parties, except that Seller shall not supply any information or make reasonable efforts to obtain consents under this sentence with respect to any information relating to Feldspar (as herein defined) or similarly competitively sensitive subjects. (c) Seller and Purchaser acknowledge that they are competitors with respect to certain lines of business. In order to prevent the misuse of competitively sensitive information relating to such lines of business, as promptly as possible following the date hereof the parties shall establish an appropriate protocol which shall remain in place until the expiration of the applicable waiting periods under the HSR Act (as defined herein) pursuant to which each party may disclose to a limited number of representatives of the other party confidential information which is competitively sensitive in nature with respect to such lines of business, for the purpose of preparing filings required under the HSR Act, and otherwise consistent with the advice of the parties' respective outside antitrust counsel. In addition, as the parties deem advisable and necessary with respect to their respective competitively sensitive written materials, each party, acting reasonably, may designate any of its competitively sensitive written materials to be unreasonably withheld, conditioned or delayed), and (ii) Buyer shall have no right provided to perform invasive or subsurface investigations "outside counsel only." Materials of the properties or facilities type referred to in the preceding sentence and the information contained therein shall be given only to the outside legal counsel of the Sold Companies without respective parties and will not be disclosed by such outside counsel to employees, officers or directors of the prior written consent of Sellerrecipient unless express permission is obtained in advance from the disclosing party or its legal counsel.

Access. During On and after the Pre-Closing Period Date, Buyer shall retain and subject to applicable Law and Section 5.11(b), Seller shall, and shall will cause the Sold Companies to, Company and each Subsidiary to afford promptly to Buyer Seller and its authorized Representatives, agents reasonable access during normal business hours to their properties, books, records, employees and upon prior reasonable written notice to Seller, auditors to the officers, properties, books extent necessary to permit Seller to determine any matter relating to its rights and records obligations hereunder or to any period ending on or before the Closing Date; provided that any such access by Seller shall not unreasonably interfere with the conduct of the Sold Companies as Buyer reasonably requests in connection with its efforts to consummate the transactions contemplated by this Agreementbusiness of Buyer; provided, further, 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 would, in Buyer’s reasonable discretion, (i) jeopardize any attorney-client privilege or conflict (ii) contravene any Applicable Laws or binding agreement entered into prior to the date hereof. Seller shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees and expenses) reasonably incurred in connection with any confidentiality obligations the foregoing. Buyer will hold, and will use its reasonable best efforts to which Seller cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by Applicable Law, all confidential documents and information concerning the Company or any Subsidiary provided to it pursuant to this Section. Unless otherwise consented to in writing by Seller, Buyer shall not be permitted and shall not permit the Company or any Subsidiary, for a period of five years following the Closing Date, to destroy, alter or otherwise dispose of any material books and records of the Sold Companies is bound; provided, however, that Seller shall and shall cause Company or any Subsidiary relating to periods beginning on or prior to the Sold Companies to, take commercially reasonable efforts to obtain a waiver of any such confidentiality obligations upon Buyer’s Closing Date without first giving reasonable prior written request (notice to Seller and offering to surrender to Seller such books and records or such portions thereof. The provisions of this Section 6.02 shall cease to apply in the event of a sale or disposition of any Company Entity by Buyer as it being understood relates to such Company Entity, provided that Buyer has caused the subsequent owner(s) of such commercially reasonable efforts shall not require any of Seller or the Sold Companies entity to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything agree to the contrary contained herein, except as otherwise expressly provided obligations similar to those set forth in this 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 Seller6.02.

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 Between the Pre-Closing Period Effective Date and subject to applicable Law and Section 5.11(b)the Closing, Seller shall, and shall cause the Sold Companies to, afford to : (i) give 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 properties, propertiesfacilities, books and records of the Sold Companies Company Group Members, in each case as is reasonably necessary to allow Buyer and its authorized Representatives to verify the accuracy of any representation or warranty contained in Article 4 and for the purpose of familiarizing itself with the Business and the Company Group Members for transition purposes; (ii) cause officers of the Company and Seller to furnish Buyer and its authorized Representatives with such financial and operating data and other information with respect to the Company Group Members as Buyer may from time to time reasonably requests in connection with its efforts request; and (iii) provide 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 to its employees that are employed in connection with the operation of the Business at the applicable Company Group Member’s premises during normal business hours; provided that Buyer shall cooperate advise Seller in writing in advance of any meetings or communications with Seller such employees and the Sold Companies and shall use their commercially reasonable efforts to minimize any disruption to the businessgeneral purpose of such meetings or communications. 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 have the Sold Companies to, take commercially reasonable efforts right to obtain have a waiver Representative present at all times during any exercise by Buyer 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 Contractits rights under this Section 7.1(a). Notwithstanding anything herein to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Periodcontrary, (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 (iiA) 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 Companies without Company Group Members, including any sampling or testing of the air, soil, surface water, groundwater, building materials or other environmental media, and (B) Buyer shall have no right of access to, and Seller shall have no obligation to provide to Buyer (x) any information the disclosure of which would jeopardize any privilege available to the Company Group Members, Seller or any Seller Affiliate relating to such information, that would cause Seller, any Seller Affiliate or any Company Group Member to breach a confidentiality obligation, or that would reasonably be expected to result in a violation of applicable Law, (y) any employment records or personnel files maintained by Seller or any Seller Affiliate, other than employment records or personnel files of employees that are employed in connection with the operation of the Business, or (z) access to the assets or properties of any of the Company Group Members to the extent Seller or the Company does not have the authority to grant such access, in which case Seller shall promptly notify Buyer and the Parties shall work together in good faith to work with applicable Third Parties to permit Buyer’s access. Buyer agrees to indemnify, defend and hold harmless Seller, the Seller Affiliates, and, until Closing, the Company Group Members, and all such Persons’ Representatives from and against any and all Losses (whether as a result of a claim by a Third Party or a direct claim by Buyer or any of its Affiliates), including Losses attributable to personal injury, death, or property damage, arising out of or relating to access to the Company Group Members’ properties, facilities, books and records prior written consent of Sellerto the Closing by Buyer, its Affiliates, or its or their Representatives, EVEN IF CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT), STRICT LIABILITY OR LEGAL FAULT OF ANY INDEMNIFIED PERSON (BUT NOT SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT).

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) From and after the Pre-date of this Agreement and up to and including the Closing Period and Date (or earlier termination of this Agreement) but subject to applicable Law the other provisions of this Section 10.1 and Section 5.11(bobtaining any required consents of Third Parties (with respect to which consents Sellers shall use commercially reasonable efforts to obtain), Seller shall, and Sellers shall cause the Sold Companies to, afford to Buyer and its officers, employees, agents, accountants, consultants, attorneys, investment bankers and other authorized representatives (“Buyer Representatives”) reasonable access, reasonable access during normal business hours and upon prior reasonable written notice to Sellerhours, to the officersAssets and personnel of Sellers and their respective Affiliates and to all Records in Sellers’ or any of their respective Affiliates’ possession. Specifically, propertiesBuyer shall be entitled to review all Records relating to the design, books mechanical integrity and records usability of the Sold Companies as Buyer reasonably requests in connection with its efforts ▇▇▇▇▇ 1H Well, including casing records and make-up and/or run torque records. (b) Prior 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 accessDefect Claim Date, Buyer and its any Buyer Representatives shall cooperate with Seller be entitled to conduct such testing of the ▇▇▇▇▇ 1H Well as Buyer determines is necessary in its review of the design, mechanical integrity and usability of the Sold Companies ▇▇▇▇▇ 1H Well, including PSI pressure testing and shall use their commercially reasonable efforts to minimize any disruption to the businessdrift diameter testing. 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 Sellers or any of their designees shall have the Sold Companies is bound; provided, however, that Seller shall right to accompany Buyer and shall cause the Sold Companies to, take commercially reasonable efforts to obtain a waiver of any Buyer Representatives whenever they are conducting any such confidentiality obligations upon Buyer’s reasonable prior written request testing on the Assets. (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 c) Prior to the contrary contained hereinDefect Claim Date, except as otherwise expressly Buyer shall be entitled to conduct a Phase I environmental property assessment with respect to the Assets; provided in Section 5.6that, during the Pre-Closing Period, (i) any sampling or invasive activity by Buyer and its or any Buyer 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 require the prior written consent of Seller (such consent Sellers, not to be unreasonably withheld, conditioned or delayed). Sellers or any of their designees shall have the right to accompany Buyer and any Buyer Representatives whenever they are on site on the Assets. Notwithstanding anything herein to the contrary, Buyer shall not have access to, and shall not be permitted to conduct any environmental due diligence (iiincluding any Phase I environmental property assessments) with respect to, any Assets where Sellers do not have the authority to grant access for such due diligence; provided, however, Sellers covenant and agree to use commercially reasonable efforts to obtain such access for Buyer. (d) Buyer shall have no right to perform invasive or subsurface investigations coordinate its environmental property assessments and physical inspections of the properties Assets with Sellers and all Third Party operators to minimize any inconvenience to or facilities interruption of the Sold Companies without conduct of business by Sellers or such Third Party operators. Buyer shall abide by the prior written consent applicable Sellers’, and any Third Party operator’s, safety rules, regulations and operating policies while conducting its due diligence evaluation of Sellerthe 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 the Seller Indemnified Parties from and against any and all Liabilities arising out of, resulting from or relating to any field visit, environmental property assessment or other due diligence activity conducted by Buyer or any Buyer 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 THE SELLER INDEMNIFIED PARTIES, EXCEPTING ONLY LIABILITIES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A MEMBER OF THE SELLER INDEMNIFIED PARTIES AND ANY LIABILITY FROM OR ASSOCIATED WITH THE DISCOVERY OF PRE-EXISTING ENVIRONMENTAL CONDITION OF THE ASSETS (IT BEING UNDERSTOOD THAT ALL SUCH DISCOVERED LIABILITIES SHALL BE SUBJECT TO THE PROVISIONS OF ARTICLE XII).

Access. During the Pre-Closing Period The Company and subject to applicable Law and Section 5.11(b), Seller shall, and Stockholder shall cause the Sold Companies to, afford to Buyer and ------ to its authorized Representativesaccountants, counsel and other representatives reasonable access during normal business hours during the period before and upon prior reasonable written notice to Seller, on the Closing Date to the properties, books, records, officers, directors and employees of the Company and, during such period, shall furnish promptly to Buyer, without request, a copy of each report, notice and other document filed or received by, or on behalf of, the Company during such period pursuant to the requirements of applicable regulatory law and, upon request, all other information pertaining to the business, properties, books operations and records personnel of the Sold Companies Company. Buyer and Buyer's representatives shall be permitted to visit the Company during business hours and upon reasonable notice to inspect the files, tax, insurance and all accounting records and histories of the Mortgage Loans and other communications related to the Company's compliance with servicing requirements and regulations. The Company agrees to make such information available and to allow Buyer's representatives to converse with the Company's employees regarding the status of servicing of the Mortgage Loans. Buyer will hold such information in strict confidence until such time as such information otherwise becomes publicly available through no action of Buyer, and, if this Agreement is terminated in accordance with Section 13.1 hereof, Buyer reasonably requests in connection with will return to Stockholder and the Company all documents, work papers and other materials obtained from Stockholder or the Company, whether so obtained before or after the execution hereof, and will use its best 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 Companieshave information so obtained kept confidential. In connection with any such access, Buyer and its Representatives Buyer's representatives shall cooperate be permitted to visit the premises of all custodian(s) during business hours and with Seller reasonable notice and the Sold Companies and shall use their commercially reasonable efforts to minimize any disruption review documentation related to the businessMortgages. Notwithstanding anything The Company agrees to make necessary arrangements for Buyer to review said documents and converse with such custodian's staff. The Company and Stockholder shall also afford comparable access to the contrary in this Agreement, Seller same persons and the Sold Companies shall not be required to disclose any information to all financial institutions (including, without limitation, banks, finance companies, underwriters and their counsel and other sources of debt or equity financing) that are prospective sources of financing 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 for the purchase 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 SellerShares.

Access. During the Pre-Closing Period and Upon reasonable notice by Purchaser, subject to the rights of Tenants under Leases and applicable Law and Section 5.11(b)Law, Seller shallSellers shall provide Purchaser’s representatives with reasonable access, 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 during the period from the date hereof to Sellerthe Closing, to the officers, properties, books and records such of the Sold Companies Real Property as Buyer Purchaser may reasonably requests request for the purpose of aiding Purchaser in connection preparation for the Closing. Notwithstanding the foregoing, (i) Purchaser shall provide Seller Parent with its efforts at least one (1) business day’s prior notice of any such request for access, which may be electronic or by telephone to consummate Sellers’ phone number or email address provided in Section 8.3 below, (ii) if Seller Parent so requests, Seller shall be given the transactions contemplated by this Agreement; provided, that such access does not interfere with the normal business operations opportunity to have a representative of Seller or the Sold Companies. In connection with Parent present during any such access, Buyer (iii) Purchaser 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 representatives 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 initiate contact with any confidentiality obligations to which Seller or any of Tenant at the Sold Companies is bound; provided, however, that Seller shall and shall cause applicable Property regarding 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, Property without the prior written consent of Seller (such Parent, which consent may be given by e-mail and shall not to be unreasonably withheld, conditioned or delayed), (iv) Purchaser shall not be entitled to perform any invasive physical testing of any nature with respect to any portion of the Real Property without Seller Parent’s prior written consent, which consent may be withheld in Seller Parent’s sole and absolute discretion, and (iiv) Buyer Purchaser and its representatives shall have no right to perform invasive or subsurface investigations not unreasonably interfere with the operation of the properties business conducted at the Real Property or facilities the rights of the Sold Companies without Tenants under their Leases at the prior written consent of SellerProperties.

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. (a) During the period from the date of this Agreement through the earlier of the Closing or the termination of this Agreement pursuant to Section 9.1 (Termination) (the “Pre-Closing Period and subject to applicable Law and Section 5.11(bPeriod”), and upon reasonable advance notice to Seller, Seller shall, and shall cause the Sold Companies to, afford to provide Buyer and its authorized Representatives, Buyer’s representatives with reasonable access during normal business hours and upon prior reasonable written notice to Seller, to the officers, properties, Acquired Company’s facilities and existing books and records and appropriate personnel designated by Seller for the purpose of enabling Buyer to verify the Sold Companies accuracy of Seller’s representations and warranties set forth in Section 2 (Representations and Warranties of Seller); provided, however, that any such access shall be conducted at Buyer’s expense, under the supervision of appropriate personnel designated by Seller and in such a manner as Buyer reasonably requests in connection with its efforts to consummate maintain the confidentiality of this Agreement and the transactions contemplated by this Agreement; provided, that such access does hereby in accordance with the terms hereof and not to interfere with the normal operation of the business operations of Seller or the Sold CompaniesAcquired Company or to create a material risk of damage or destruction to any material assets or property of Seller or the Acquired Company. In connection with any such access, Buyer and its Representatives Any investigation shall cooperate with Seller be subject to Seller’s and the Sold Companies Acquired Company’s reasonable security measures and insurance requirements and shall use their commercially reasonable efforts not include the right to minimize any disruption to perform invasive testing. Nothing herein shall require Seller or the business. Notwithstanding anything to the contrary in this Agreement, Seller and the Sold Companies shall not be required Acquired Company to disclose any information to Buyer if such disclosure would be reasonably likely to would, in Seller’s reasonable discretion (a) jeopardize any attorney-client or other legal privilege or conflict with (b) contravene any applicable Law or binding agreement entered into prior to the date of this Agreement (including any confidentiality obligations agreement to which Seller or any the Acquired Company is a party). The terms and conditions of the Sold Companies is boundConfidentiality Agreement shall apply to any information obtained by Buyer or its representatives in connection with their investigation conducted hereunder. (b) For [***] after the Closing, Seller shall hold, and shall use commercially reasonable efforts to cause its Affiliates and their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence all confidential documents and information concerning the Acquired Company and the Business; provided, however, that Seller shall such documents and shall cause information are not considered confidential if they: (i) are or become generally available to 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 public through no fault of Seller or its Affiliates; or (ii) are later lawfully acquired by Seller or its Affiliates from sources other than those related to its prior ownership of the Sold Companies to pay any consideration to any third party Acquired Company. (c) Notwithstanding Section 4.1(b), Seller or amend its Affiliates may disclose confidential documents or modify any Contract). Notwithstanding anything to confidential information concerning the contrary contained herein, except as otherwise expressly provided in Section 5.6, during Acquired Company and the Pre-Closing Period, Business: (i) to authorized representatives and employees of Seller or its Affiliates and as otherwise is necessary in the course of performing Seller’s obligations hereunder or under any other agreement between Seller, Buyer and its Representatives shall not contact or communicate with the employeesAcquired Company, customersincluding, suppliers, independent contractors, landlords, lessors, banks and or other business relations of the Sold Companies in connection with, or relating in any way towithout limitation, the transactions contemplated hereby, without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed), and Transition Services Agreement; (ii) for purposes of including applicable information in Parent Group’s financial statements or periodic reports to the extent required by applicable Law, applicable requirements of Nasdaq or applicable accounting standards; (iii) as is required to be disclosed by applicable Law or order of any Governmental Body, or by subpoena, summons or other legal process; provided that Seller shall provide prior notice to Buyer, to the extent legally permissible, of such requirements so that Buyer shall have no right may seek a protective order or other remedy; or (iv) to perform invasive prepare and file any Tax Returns, to respond to any inquiries regarding the same from any Governmental Body or subsurface investigations of the properties to prosecute or facilities of the Sold Companies without the prior written consent of Sellerdefend any action, proceeding or audit by any Governmental Body with respect to such Tax Returns.

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 and its authorized Representatives, provide Purchaser with reasonable access during normal business hours and upon prior reasonable written notice to Seller, to the officersPurchased Assets and information reasonably related thereto and to the Transaction as Purchaser may reasonably request. While visiting in the JV1/JV2 Facilities, propertiesPurchaser shall at all times fully comply with Seller’s plant rules and regulations provided to Purchaser as well as all reasonable instructions that may be issued by Seller’s employees or personnel accompanying such employees or representatives of Purchaser. Each party shall, books at its own expense, indemnify and records hold harmless the other party and its employees from and against any and all direct losses or damages without limitation to any of the Sold Companies as Buyer reasonably requests in connection with its other party’s property or loss of personal health or life, caused by the indemnifying party’s representatives during any such visit. Without limiting the generality of the foregoing, Purchaser shall perform a final due diligence review of the Purchased Assets within five (5) business days prior to the Closing, solely for the purpose of confirming (i) the condition and existence of the Purchased Assets at the time of Closing, (ii) that there has been no Material Adverse Effect and (iii) the amounts of Inventory (including work-in-process) and raw materials located at the JV1/JV2 Facilities. Seller shall use commercially reasonable efforts to consummate locate and provide any of the transactions contemplated information requested by this Agreement; providedPurchaser, 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 Purchaser shall use their its commercially reasonable efforts to minimize any disruption to Seller’s business in connection with the businessconduct of the process contemplated herein. Seller shall receive reasonable advance notice of and shall have the right to participate in, any discussions Purchaser might have with any foreign, federal or state Governmental Authorities about Seller or the Purchased Assets. (b) Following the Closing, upon Purchaser’s reasonable request and at Purchaser’s expense, Seller shall use commercially reasonable efforts to provide to Purchaser copies of any books, records and/or documents that are not Purchased Assets but that are useful for Purchaser to operate the JV1/JV2 Facilities and the Tangible Assets, and to perform the Assigned Leases, in substantially the same manner as operated by Seller as of the date of this Agreement and as of the Closing Date. (c) Notwithstanding anything in this Section to the contrary in this Agreementcontrary, under no circumstances shall Seller be required to provide to Purchaser or its Representatives access to any privileged attorney-client communications or work product of Seller. With respect to information covered by existing confidentiality agreements between Seller and third parties, 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 Purchaser will make commercially reasonable efforts to obtain a waiver of any waivers or otherwise allow for Seller to disclose 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 information 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 SellerPurchaser.

Access. During the Pre-Closing Period Each of VSI and subject to applicable Law and Section 5.11(b), Seller shall, as soon as possible and shall cause in any event no later than the Sold Companies toDelivery Date, (i) afford to Buyer and to its officers, employees, accountants, counsel and other authorized Representativesrepresentatives reasonable access, reasonable access during normal business hours and upon throughout the period prior reasonable written notice to Sellerthe earlier of the Closing Date or the Termination Date, to the officerseach of VSI's and Seller's plants, properties, equipment, personnel, books and records (including, but not limited to, audit and tax work papers and surveys, reports, studies, evaluations and the like pertaining to the Environment at the Facilities or Former Facilities (during the time of the Sold Companies ownership or operation by VSI or Seller, or to activities of VSI or Seller); (ii) use its reasonable best efforts to cause its representatives to furnish to Buyer and to its authorized representatives such additional financial and operating data and other information as to its respective businesses and properties as Buyer or its duly authorized representatives may from time to time reasonably requests in connection request; (iii) provide all authorizations reasonably necessary for Buyer to review records of any Governmental Body with its efforts to consummate the transactions contemplated by this Agreementjurisdiction; provided, that such access does not interfere with the normal business operations of Seller or the Sold Companies. In connection with any such access, and (iv) afford Buyer and its Representatives representatives reasonable access, throughout the period prior to the earlier of the Closing Date or the Termination Date, to its present and potential customers, and Buyer and its authorized representatives shall cooperate with Seller have the right to contact such customers and the Sold Companies and shall use their commercially conduct such due diligence investigation relating to customer relations as Buyer deems reasonably necessary or appropriate. Buyer agrees to perform all due diligence under this Section 5.5 using its reasonable best efforts to minimize any disruption to the VSI's and Seller's business. Notwithstanding anything Buyer further agrees to indemnify, defend and hold Seller harmless for all losses resulting from physical damages caused by Buyer or its agents in the contrary course of Buyer's due diligence, and to restore the Facilities to substantially the same condition they were in this Agreement, Seller and the Sold Companies shall not be required prior thereto. Buyer further agrees 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 dispose of any such confidentiality obligations upon Buyer’s reasonable prior written request (wastes or materials 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, its agents generated 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)Environmental Due Diligence Review, 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 Sellerdo so in accordance with all applicable Legal Requirements.

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 the Sold Companies its relevant Affiliates to, afford to permit Buyer and its authorized Representativesrepresentatives to have access, during regular business hours and upon reasonable access agreed upon times, to the [***] - CONFIDENTIAL TREATMENT REQUESTED assets of the Business that will be Purchased Assets and Product Inventory, subject to reasonable rules and regulations of Seller and any applicable Laws. Seller shall instruct its employees, counsel and financial advisors to cooperate with Buyer in its investigation of the Business; it being understood that Buyer shall reimburse Seller promptly for reasonable and necessary out of pocket expenses incurred by Seller or any Affiliate of Seller in complying with any such request by or on behalf of Buyer. (b) Upon the request of Seller, Buyer 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 and at reasonably agreed upon prior reasonable written notice to Sellertimes, to inspect and copy the officers, properties, books Books and records Records and other documents in Buyer's possession to the extent pertaining to the operation of the Sold Companies as Buyer reasonably requests Business prior to the Closing Date for Tax purposes and in connection with Actions or Proceedings (except as otherwise stated in Section 8.02(c) below); provided that Seller shall reimburse Buyer promptly for its efforts to consummate the transactions contemplated reasonable and necessary out-of-pocket expenses incurred by this Agreement; provided, that such access does not interfere with the normal business operations of Seller or the Sold Companies. In connection Buyer in complying with any such access, request. (c) Buyer agrees to keep and maintain all Books and Records and other documents in existence on the Closing Date and make personnel of Buyer or its Representatives shall cooperate with Affiliates available to Seller and the Sold Companies and shall use their commercially reasonable efforts to minimize any disruption or its representatives to the business. Notwithstanding anything extent such access is reasonably related to any Excluded Assets or otherwise necessary for Seller to comply with or enforce the contrary in terms 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 Agreement or conflict comply with any confidentiality obligations to which Seller or applicable Law, for any of the Sold Companies is boundperiods required by applicable Law; 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 Seller shall reimburse Buyer promptly for reasonable efforts shall not require and necessary out of pocket expenses incurred by Seller or any Affiliate of Seller in complying with any such request by 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 on behalf 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 SellerBuyer.

Access. During (1) Subject to applicable Laws, the Pre-Closing Period Seller shall, during the Interim Period, upon reasonable notice from the Purchaser, give, or cause to be given, to the Purchaser and its authorized representatives reasonable access, during normal business dates and hours of the Seller and the Business, to the Purchased Assets. At the Purchaser’s reasonable request, the Seller shall execute such consents, authorizations and directions as may be necessary to permit reasonable inspection of the Business or any of the Purchased Assets or to enable the Purchaser or its authorized representatives to obtain reasonable access to files and records relating to the Business or any of the Purchased Assets maintained by any Governmental Entity. At the Purchaser’s request and subject to applicable Law Laws and Section 5.11(bany confidentiality restrictions binding on the Seller, the Seller shall reasonably cooperate with the Purchaser in arranging such introductions and meetings as may be reasonably requested by the Purchaser with employees working in connection with the Business (including the Seller’s newsprint and other salespersons, and CSRs responsible for customer orders, customs and logistics), applicable unions, customers, suppliers (including the Independent Electricity System Operator), distributors or others who have or have had a business relationship with Seller shallin respect of the Business and the government of the Province of Ontario (in particular, the Ministry of the Environment, Conservation and Parks). (2) The exercise of any rights by or on behalf of the Purchaser under this Section 5.9 shall cause the Sold Companies tobe carried out (a) strictly for purposes of transitional planning, afford to Buyer and its authorized Representatives, reasonable access (b) during normal business hours in such manner as not to interfere unduly with the normal operation of the Business and upon the reasonable prior reasonable written notice to the Seller, to (c) under the officers, properties, books and records supervision of the Sold Companies as Buyer reasonably requests in connection with its efforts to consummate the transactions contemplated by this Agreement; providedSeller’s personnel, that such access does who shall not interfere with the normal business operations exercise by the Purchaser of Seller its rights in this Section 5.9, and (d) in compliance with the Seller’s internal standards and policies that have been or will be communicated to the Sold Companies. In connection with any such access, Buyer Purchaser and its Representatives representatives (including onsite through written display or orally by representatives of the Seller). All notices by the Purchaser for access pursuant to this Section 5.9 shall cooperate with be submitted or directed exclusively to such individuals as the Seller and the Sold Companies and shall use their commercially reasonable efforts may designate in writing from time to minimize time. (3) Notwithstanding any disruption to the business. Notwithstanding anything to the contrary in this Agreementherein, Seller and the Sold Companies Purchaser shall not be required conduct, prior to disclose the Closing, any information to Buyer if such disclosure would be reasonably likely to jeopardize any attorney-client privilege sampling, testing or conflict other intrusive indoor or outdoor investigation at or in connection with any confidentiality obligations to which Seller the Owned Real Property or any the Leased Real Property without the consent of the Sold Companies is bound; provided, however, that Seller shall which may be withheld by the Seller in its sole discretion and shall cause the Sold Companies to, take commercially reasonable efforts to obtain a waiver of for 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 Sellerreason.

Access. During the Pre-Closing Period and subject to applicable Law and Section 5.11(b), (a) Each Seller shall, and shall cause the Sold Companies to, afford to permit each Buyer and its authorized Representativesrepresentatives to have access (at reasonable times, 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 Books and Records 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 such 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 provide any information, documents or access if such disclosure the provision thereof would be reasonably likely (A) violate Applicable Law (including, without limitation, those relating to jeopardize security clearance, data protection 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) each 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 the applicable Seller or in the case of employees as provided in Section 9.1. No investigation pursuant to this Section 4.3 shall affect any representation or warranty in this Agreement of any party hereto or any conditions to the obligations of the parties hereto. (b) Each 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 any Buyer pursuant to this Agreement prior to the Closing shall be unreasonably withheld, conditioned or delayed), treated in accordance with the Confidentiality Agreement and (ii) each Buyer shall have no right cause its Affiliates to perform invasive or subsurface investigations treat such information 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 and each Buyer shall treat and each Buyer shall cause its Affiliates to treat such information in accordance with the Confidentiality Agreement. If the Closing occurs, the Confidentiality Agreement, insofar as it covers information relating exclusively to the Business, shall terminate effective as of the properties Closing, but shall remain in effect insofar as it covers other information disclosed thereunder that is not related to the Business. (c) Notwithstanding any provision of this Agreement to the contrary, each 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 any Buyer or an Affiliate of the Sold Companies without the prior written consent of Sellerany Buyer also has submitted or intends to submit a bid for such contract or subcontract.

Access. During the Pre-Closing Period and subject Interim Period: (a) Except to the extent prohibited by applicable Law and Section 5.11(b)Law, Seller LCV shall, and shall cause the Sold Companies each other LCV Entity to, (i) afford to Buyer Subversive and its authorized Representatives, reasonable access access, during normal business hours and upon reasonable prior reasonable written notice to SellerLCV, to all of the officersassets, properties, personnel, Contracts, books and records of the Sold Companies LCV Entities as Buyer Subversive may from time to time reasonably requests request, and (ii) furnish Subversive with such information relating to the LCV Entities as Subversive may from time to time reasonably deem necessary and advisable, provided that, with respect to clause (i), any such access shall be conducted in connection such a manner as not to interfere unreasonably with the operations of the LCV Entities. (b) Upon the Subversive’s request, Subversive and its efforts Representative shall be provided with reasonable access to consummate suppliers and distributors of the transactions contemplated by this Agreement; providedLCV Entities, 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 LCV (such consent not to be unreasonably withheld, conditioned or delayed) and a Representative of LCV shall be entitled to participate in any discussions. (c) LCV shall report to Subversive, as and when reasonably requested, concerning the status of the operations, finances and affairs of the LCV Entities and deliver to Subversive periodic financial reports in the form that it customarily prepares for its internal purposes. (d) The Parties acknowledge that all information provided by or on behalf of the LCV Entities or any of their Representatives in connection with this Agreement to Subversive or any of its Representatives shall be subject to the terms of that certain Confidentiality Agreement, by and among LCV, Subversive and ▇▇▇▇▇▇, dated as of September 5, 2020 (the “Confidentiality Agreement”), which Confidentiality Agreement shall continue in full force and (ii) Buyer effect in accordance with its terms until the Effective Time and shall have thereafter be terminated and of no right further force and effect. If for any reason this Agreement is terminated prior to perform invasive or subsurface investigations of the properties or facilities of Effective Time, the Sold Companies without the prior written consent of SellerConfidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms.

Access. During (a) From the Pre-Closing Period and subject date hereof to applicable Law and Section 5.11(b)the Closing, Seller shall, and shall cause the Sold Companies Company to, afford to give or furnish Buyer and its authorized Representativesrepresentatives, employees, counsel and accountants reasonable access access, during normal business hours and upon reasonable prior reasonable written notice to Sellernotice, to the officerspersonnel, properties, books and records of the Sold Companies as Buyer reasonably requests in connection with its efforts to consummate the transactions contemplated by this AgreementCompany; provided, however, that such access does not interfere with and would not reasonably be expected to (a) disrupt the normal business operations of Seller or the Sold Companies. In connection Company (b) violate any attorney-client privilege of Seller or its Affiliates or violate any Applicable Laws (it being understood that, if requested by Buyer, Seller shall use its commercially reasonable efforts to find a way to allow disclosure of any information without resulting in a loss of the ability to successfully assert a claim of privilege) or (c) breach any duty of confidentiality owed to any person whether such duty arises contractually, statutorily or otherwise (it being understood that, if requested by Buyer, Seller shall use its commercially reasonable efforts to seek and obtain a waiver of such confidentiality restriction); provided, however, that Seller may redact any information directly and primarily related to the Excluded Assets or not directly associated with any such access, Buyer the businesses and operations of the Company to be transferred. (b) Seller and its Representatives shall cooperate with Seller and the Sold Companies and Affiliates shall use their commercially reasonable efforts to minimize any disruption allow Buyer and its representatives to communicate with PricewaterhouseCoopers LLP regarding, and to review all work papers, schedules, memoranda and other documents prepared by PricewaterhouseCoopers LLP during the business. Notwithstanding anything course of its audit or review of, the Company, and such access shall be provided promptly after request by Buyer and/or its representatives; provided, that the foregoing shall be subject to professional liability standards and PricewaterhouseCoopers LLP policy, which may include, without limitation, the contrary requirement that Buyer and its representatives sign an “indemnification letter” in this Agreement, the form generally used by PricewaterhouseCoopers LLP prior to such access with PricewaterhouseCoopers LLP. (c) Seller and its Affiliates shall use their commercially reasonable efforts to allow Buyer and its representatives to communicate with the Sold Companies shall not be required to disclose any information to Buyer if such disclosure would be reasonably likely to jeopardize any attorneyCompany’s counsel (in-client privilege house or conflict with any confidentiality obligations to which Seller or any outside) during the course of the Sold Companies is boundCompany’s patent prosecution or intellectual property diligence, and such access shall be provided promptly after request by Buyer and/or its representatives; provided, however, that such access does not and would not reasonably be expected to violate any attorney-client privilege of Seller shall and shall cause the Sold Companies to, take commercially reasonable efforts to obtain a waiver of or its Affiliates or violate any such confidentiality obligations upon Buyer’s reasonable prior written request Applicable Laws (it being understood that such Seller shall use its commercially reasonable efforts to find a way to allow disclosure of any information without resulting in a loss of the ability to successfully assert a claim of privilege); provided, further, that nothing shall not require such counsel to provide Buyer or its representatives any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything information directly and primarily related 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 Excluded Assets or not contact or communicate directly associated 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 SellerCompany Intellectual Property.

Access. During Subject to the Pre-restrictions of any applicable Legal Requirement, between the Agreement Date and the Closing Period Date, Sellers shall provide Buyer and subject its respective Representatives, reasonable access (to applicable Law the extent within the control of Sellers) during reasonable hours and Section 5.11(b)in a manner so as not to interfere unreasonably with the business operations of the Acquired Assets and Theaters, to (i) the vendors (including concessionaires) to the Theaters, (ii) the utility and telecom providers to the Theaters and the Properties, (iii) the Seller shallEmployees and consultants engaged in the information technologies capabilities and other infrastructure of the Theaters, (iv) any suppliers of equipment to the Theaters and Properties, (v) any other material business relationship of the Theaters and Properties, and (vi) the Contracts as they relate to the ownership of the Acquired Assets and the operation of the Theaters, and Sellers shall cause the Sold Companies to, afford their Representatives to furnish to Buyer and its authorized Representativesrespective Representatives any and all financial, reasonable access during normal business hours technical and upon prior reasonable written notice to Seller, operating data and other information pertaining to the officers, properties, books and records ownership of the Sold Companies Acquired Assets and the operation of the Theaters as Buyer shall from time to time reasonably requests in connection with its efforts request. Upon Buyer’s reasonable request, prior to consummate the transactions contemplated by this Agreement; providedClosing, 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 Sellers shall use their commercially reasonable efforts to minimize any disruption assist Buyer with (a) its preparation for the post-Closing integration of Sellers’ information technology systems, including, without limitation (A) the development of software interfaces between, and integration of, Sellers’ software and Buyer’s software, including VPN connectivity and (B) the integration of historical data of Sellers into Buyer’s information technology systems, it being understood that no actual integration of technology systems shall occur until after the Closing, and (b) subject to the businessimmediately preceding sentence, communication with Sellers’ landlords with respect to any reasonable request of Buyer’s lenders with respect to Buyer’s debt financing. Notwithstanding anything contained herein to the contrary in this Agreementcontrary, Seller and (x) a Representative of Sellers shall have the Sold Companies shall not right to be required to disclose any information to present when Buyer if such disclosure would be reasonably likely to jeopardize any attorney-client privilege or conflict with any confidentiality obligations to which Seller or its Representatives access any of Sellers’ premises and (y) neither Buyer nor its Representatives shall interfere unreasonably with the Sold Companies is bound; provideduse, howeveroccupancy or enjoyment of any tenants, that Seller subtenants or other occupants of any Property or their respective employees, contractors, customers or guests. Buyer shall and shall cause the Sold Companies to, take use 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 perform all reviews on an expeditious 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 Sellerefficient basis.

Access. During Upon reasonable notice, the Pre-Closing Period Sellers will give to Purchaser ------ and subject its counsel, accountants and other authorized representatives, full access during reasonable business hours to applicable Law all of e resources' properties, books, contracts, documents and Section 5.11(b), Seller shall, records and shall cause furnish Purchaser with all such information concerning their affairs, including financial statements, as the Sold Companies to, afford other may reasonably request in order that Purchaser may have full opportunity to Buyer make such reasonable investigations as it shall desire for the purpose of verifying the performance of 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 compliance with the normal business operations of Seller or the Sold Companies. In connection with any such accessrepresentations, Buyer and its Representatives shall cooperate with Seller warranties, covenants and the Sold Companies and shall use their commercially reasonable efforts conditions contained herein or for other purposes reasonably related 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. The Sellers will take all action necessary to enable Purchaser, without its counsel, accountants and other representatives to discuss the prior written consent affairs, properties, business, operations and records of Seller e resources at such times and as often as the Purchaser may reasonably request with executives, independent accountants and counsel of e resources and the Stockholders. In the event that the Closing does not occur and this Agreement is terminated, the Sellers, on the one hand, and Purchaser, on the other, shall (i) maintain the confidentiality of all information obtained from the other party in connection herewith, except for such consent information as is in the public domain, (ii) not use any such information so obtained to be unreasonably withheld, conditioned the detriment or delayed)competitive disadvantage of the other party, and (iiiii) Buyer shall have no right to perform invasive or subsurface investigations promptly return copies of all books, records, contracts and any other documentation of the properties or facilities other delivered to such party pursuant to the transactions contemplated hereby. Each of the Sold Companies without Sellers and Purchaser hereby agree that if the prior written consent Closing does not occur, then the terms and provisions of Sellerthis Section 5.1 shall, to the extent they are inconsistent with the Confidentiality Agreement, be superseded by the terms and provisions of the Confidentiality Agreement.

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 toupon reasonable advance notice, (i) afford to Buyer Buyer's officers, independent public accountants, counsel, lenders, consultants and its authorized Representativesother representatives, reasonable access during normal business hours to the Business and upon prior the Transferred Assets and all records pertaining to the Business and Transferred Assets and (ii) furnish to Buyer such documents and information concerning the Business and the Transferred Assets as Buyer from time to time may reasonably request. This access shall be subject to any existing confidentiality agreements and to the execution of additional confidentiality agreements reasonably required by Seller. Buyer shall not be entitled to (i) access to any materials containing privileged communications, (ii) information about employees, disclosure of which might violate an employee's reasonable written notice expectation of privacy, (iii) bids, letters of intent, expressions of interest or other proposals received from others in connection with the Business or the Transferred Assets, or (iv) information in violation of Applicable Law or that would cause a breach of any obligation by which Seller is bound. Buyer shall indemnify, defend and hold harmless Seller from and against any and all Liabilities asserted against or suffered by them relating to, resulting from or arising out of, examinations or inspections made by Buyer or its representatives pursuant to Sellerthis Section 7.4. (b) For a period of sixty (60) days after the Closing, to the officers, properties, books extent any information about the Business and records of the Sold Companies as Buyer reasonably requests used in connection with its efforts the Business is maintained on a computer system not transferred to consummate Buyer pursuant to the transactions contemplated by terms and conditions of this Agreement; provided, that such access does not interfere with the Seller shall, upon reasonable advance notice from Buyer and during normal business operations of Seller or the Sold Companies. In connection with any such accesshours, Buyer and its Representatives shall cooperate with Seller and the Sold Companies and shall use their commercially reasonable efforts to minimize any disruption afford Buyer access to the business. Notwithstanding anything premises where such computer information is located and to the contrary computers containing such information, and provide Buyer with such reasonable assistance necessary, including access to Seller's personnel, for Buyer to obtain such information. (c) For a period of sixty (60) days after the Closing Seller shall, upon reasonable notice and during Seller's normal business hours, provide Buyer reasonable assistance and access to Seller's employees, agents and personnel in this Agreement, Seller connection with the identification 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 routing 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 Lines through 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's Chicago office.

Access. During the Pre-Closing Period and subject to applicable Law and Section 5.11(b)Interim Period, upon reasonable advance notice, the Seller Parties shall, and shall cause the Sold Companies their officers, employees, accountants, counsel, consultants, financial advisors and other Representatives to, afford to Buyer Buyer, and its authorized to Buyer’s officers, employees, accountants, counsel, consultants, financial advisors and other Representatives, reasonable access during normal business hours to all of the Seller Parties’ properties (including for purposes of testing and upon prior reasonable written notice to Seller, to inspecting the officers, propertiesReal Property and the Construction), books and records and to those employees and Representatives of the Sold Companies Seller Parties to whom Buyer requests access, and, the Seller Parties shall furnish to Buyer, as promptly as reasonably practicable, all financial, operating and other data and information concerning the Seller Parties’ business, properties and personnel that are in the possession, custody or control of the Seller Parties as Buyer through its officers, employees, accountants, counsel, consultants, financial advisors and other Representatives may reasonably requests in connection with its efforts request. Prior to consummate entering 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 accessReal Property to conduct inspections, Buyer or Buyer’s contractors shall provide Seller with a certificate of liability insurance naming Seller as an additional insured in an amount of not less than $1,000,000.00 per occurrence and its Representatives Buyer shall cooperate with promptly repair any damage caused to the Real Property as a result of Buyer’s consultants or other Representatives’ activities and restore the Real Property to substantially the same condition as it existed prior to any inspection activities. Buyer agrees to indemnify, defend and hold Seller and the Sold Companies Real Property harmless, including reasonable attorney’s fees and court costs, from all injury, death, or property damage or claim, liabilities, causes of action, loss, expense or lien of any kind whatsoever arising out of the actions of Buyer, its agents, employees, contractors, officers or other Representatives or in any way incidental to Buyer’s, its agents, employees, contractors, officers or other Representatives presence on the Real Property for the purposes aforesaid and such indemnification obligation shall use their commercially reasonable efforts to minimize any disruption to survive the businesstermination of this Agreement. Notwithstanding anything to the contrary in this Agreementforegoing, the Seller and the Sold Companies Parties shall not be required to provide access to or disclose any information to Buyer if where the Seller Parties reasonably determine that such access or disclosure would be reasonably likely to jeopardize any the attorney-client privilege of the Seller Parties or conflict with or violate any confidentiality obligations to which Legal Requirement (including antitrust laws) (provided that the Seller or any of the Sold Companies is bound; provided, however, that Seller Parties shall and shall cause the Sold Companies to, take in such event use commercially reasonable efforts to obtain avoid such constraints on disclosure, including entering into 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 Contractjoint defense agreement in customary form). Notwithstanding anything Any information provided to Buyer by the Seller Parties pursuant to this Section 7.2 shall be subject to the contrary contained hereinConfidentiality Agreement. Notwithstanding the foregoing, except as otherwise expressly provided in Section 5.6Buyer owes no duty to indemnify, during defend, and hold Seller and the PreReal Property harmless for, and is not liable to undertake any repairs to or restore, any pre-Closing Periodexisting conditions merely discovered at or upon the Real Property, (i) unless there is damage to such pre-existing conditions at or upon the Real Property caused by Buyer and or its Representatives shall not contact or communicate with the agents, employees, customers, suppliers, independent contractors, landlords, lessors, banks and officers 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 SellerRepresentatives.

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 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 From the Pre-Closing Period and subject date hereof 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 SellerClosing, to the officersextent permitted by Law, propertiesSeller will allow all designated Representatives of Acquiror, books access to the extent reasonably practicable upon reasonable notice to the books, records, files, correspondence, audits and records properties pertaining to the business and affairs of the Sold Companies Foxtail Business including as Buyer reasonably requests in connection with its efforts to consummate matters that might arise outside the transactions contemplated by this Agreement; provided, that such access does not interfere with the normal business operations Ordinary Course 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 boundBusiness; provided, however, that notwithstanding the provision of information or investigation by Seller, Seller shall will not be deemed to make any representation or warranty except as expressly set forth in this Agreement. Notwithstanding the foregoing, (A) Seller will not be required to provide any information which it determines in good faith it may not provide to Acquiror by reason of applicable Law (including any information in confidential personnel files), or which Seller determines in good faith constitutes information protected by attorney-client or other similar privilege; provided, however, that if any information is so prohibited to be provided, Seller will use Commercially Reasonable Efforts to take those actions reasonably necessary so that Seller is able to provide such information to Acquiror as promptly as possible and shall (B) Seller will not be required to provide access to any of its properties in a manner that will result in damage to such property or for the purpose of performing any onsite procedure or investigation, without Seller’s written consent, which Seller may grant or deny in its discretion. Each of Seller and Acquiror agrees that it will not, and will cause the Sold Companies its respective Representatives not to, take commercially reasonable efforts use any information obtained pursuant to obtain this Section 4.05 for any purpose unrelated to this Agreement and the Ancillary Agreements. All information provided 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 or modify any Contract). Notwithstanding anything Party to the contrary contained herein, except other Party hereunder will be kept confidential to the same extent as otherwise expressly provided would be applicable if the Confidentiality Agreement were 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 Sellereffect.

Access. During After the Pre-Closing Period Date, the Purchaser shall permit the Seller 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, Shareholder reasonable access during normal business hours hours, upon not less than five (5) calendar days' prior written notice, to any records and upon files of the Seller transferred pursuant to this Agreement, relating to a period prior reasonable written notice to the Closing Date, and to any employees of the Purchaser formerly employed by the Seller, as are necessary in connection with the preparation of the Seller's or the Shareholder's tax returns and the prosecution or defense of any tax audits or third party claims, suits or actions by or against the Seller or the Shareholder relating to the officers, properties, Business. The Purchaser shall use reasonable commercial efforts to retain such books and records for a period of not less than three (3) years after the Sold Companies as Buyer reasonably requests Closing Date in connection with its efforts order to consummate afford the transactions contemplated by this Agreement; providedSeller such access, that and the Seller shall have the right at any reasonable time to make copies thereof, at the Seller's and the Shareholder's sole cost. If Purchaser wishes to destroy any such access does books or records at any time within the ten (10) year period following the Closing Date, Purchaser shall give the Seller and the Shareholders not interfere with less than fifteen (15) calendar days' prior written notice thereof, whereupon the normal business operations of Seller or the Sold CompaniesShareholder may elect to take possession of such books and records. In connection with any Provided that the Purchaser uses 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 retain such books and records, the business. Notwithstanding anything to the contrary in this Agreement, Seller and the Sold Companies Shareholder acknowledge and agree that Purchaser shall not be required have no liability or Loss with respect to disclose any information to Buyer if such disclosure would be reasonably likely to jeopardize any attorney-client privilege the loss 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 destruction 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, without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed)records, and (ii) Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of Seller and the Sold Companies without the prior written consent of SellerShareholder hereby expressly waive all claims with respect thereto.