Common use of Access Clause in Contracts

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

Access. Buyer agrees that, following the Closing, and subject to Applicable Law and except as may be necessary to protect any applicable legal privilege, it shall (aand shall cause its Subsidiaries to) Subject give to applicable Law, from the date hereof until the Closing Date, Sellers (i) shall give Buyer Sellers and its their Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records relating to the Assets or any operations relating thereto for any and all periods prior to and including the Closing Date as Sellers and their Representatives may reasonably request and to make copies of the Company same in connection with (a) the preparation of Tax Returns or information returns, (b) reports or other obligations by Sellers to Governmental Authorities, (c) with respect to the administration of the Excluded Assets or Excluded Liabilities, (d) with respect to the administration of the Bankruptcy Cases, (e) pursuing, prosecuting or commencing litigation on account of or relating to Excluded Assets, including avoidance actions, (f) objecting to proofs of claims or administrative expense claims, (g) preparing the Final Settlement Statement and its Subsidiariesany other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All all such information shall be provided subject held in confidence by Sellers, their Affiliates and their respective Representatives and may not be disclosed to any other Person without the written consent of Buyer, except to the provisions of extent reasonably required in connection with the Confidentiality foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. In additionBuyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, notwithstanding any provision of the Confidentiality Agreement to the contraryhowever, that Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right at any time after the second (2nd) anniversary of the Closing Date to participate request in writing that Sellers take any such negotiations and agrees records and, if Sellers do not agree to cooperate with Buyer, at Buyer's take such records within ninety (90) Business Days after receipt of the request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers (or its Representatives. All inspections shall be conducted so Subsidiaries, as not to interfere unreasonably with the use applicable) may dispose of the Acquired Real Property by Sellerssuch records. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject Prior to applicable LawMarch 31, from 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the date hereof until Business as Purchaser deems necessary or advisable and shall have full access to the Closing Date, Sellers (i) auditors and attorneys of Seller. Seller shall give Buyer permit Purchaser and its Representatives employees, agents and representatives, on reasonable notice, to have access during normal business hours to the officesits premises, propertiespersonnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shall, and shall cause its officers, employeesattorneys and accountants to, accountants, auditors, counsel furnish Purchaser with such financial and operating data and other representativesinformation as Purchaser from time to time shall reasonably request, books including, but not limited to, Seller's balance sheets for the Business as of December 31, 1995 and records September 30, 1996. No investigation by Purchaser shall in any way affect or otherwise diminish the representations, warranties and covenants of the Company and its SubsidiariesSeller hereunder; provided, however, that Buyer's inspection Purchaser shall advise Seller as soon as practicable after it obtains knowledge of Sellers' properties shall not, without the consent any breach or nonperformance of the Companyrepresentations, which consent shall not be unreasonably withheld warranties or delayed, include the environmental sampling covenants of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the BusinessPurchaser will hold, and Sellers shall will cause their Representatives its authorized representatives (including its investors and lending institutions) to furnish hold, in strict confidence, unless compelled to Buyer such financialdisclose by judicial or administrative process or official request or by other requirements of law, technical, operating all documents and other information pertaining to concerning Seller and the Business as Buyer's Representatives shall from time furnished to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, Purchaser in connection with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and transactions contemplated by this Agreement (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, except to the extent that Sellers retain such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any Liabilities other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with respect this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such itemsinformation as confidential. In the event that the transactions contemplated herein are not consummated for any reason, the Acquired Assets Purchaser will, upon request by Seller, promptly return to Seller all copies of any Schedules, statements, documents or Assumed Liabilities. Buyer shallother written information obtained in connection herewith, without retaining any copies or summaries thereof, and shall cause each maintain such confidence except to the extent such information comes into the public domain through no fault of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesPurchaser.

Access. (a) Subject to applicable Law, from during the date hereof until the Closing DateInterim Period, Sellers (i) Sellers shall give Buyer and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, data, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject Sellers to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement extent relating to the contraryBusiness, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have , as Buyer reasonably deems necessary in connection with effectuating the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiationsTransactions. It is acknowledged and understood that no investigation by Buyer ▇▇▇▇▇ or other information received by Buyer ▇▇▇▇▇ shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller Sellers hereunder. Buyer ▇▇▇▇▇ agrees that any on-site inspections of any of Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii)Assets, shall be conducted in the presence of Sellers or its their Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of any of the Acquired Real Property Assets by Sellers. (b) From , or operation of the Business, and after shall not violate any applicable Law or confidentiality obligations of any Seller. Notwithstanding the foregoing, Buyer and its Representatives shall not be entitled to any records or information pursuant to this Section 6.2, or otherwise, that is subject to legal privilege or that would or could trigger a breach or violation of any obligations under any confidentiality or privacy provision or privacy rule, to which any Seller is subject, provided that Sellers shall use commercially reasonable efforts to provide records and information in a manner such that Buyer may review without violating any applicable privileges or obligations. On or before the Closing Date, Sellers shall give provide Buyer a true, complete and Buyer's Representatives reasonable access during normal business hours to correct list of the offices, facilities, plants, properties, officers, employees, books name (or employee identification number where no-name disclosure is required by Law) and records site of employment of any and all employees of Sellers pertaining who have experienced, or will experience, an employment loss or layoff as defined by the WARN Act within ninety (90) days prior to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer . Sellers shall give Sellers update this list up to and Sellers' Representative reasonable access during normal business hours to including the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesClosing Date.

Access. Prior to the Closing, the Corporation shall afford to the Buyer (a) Subject to applicable Law, from the date hereof until the Closing Date, Sellers (i) shall give Buyer and its Representatives officers, attorneys, accountants and other authorized representatives), upon reasonable notice, free and full access during normal usual business hours to the its relevant offices, properties, officers, employees, accountants, auditors, counsel and other representativespersonnel, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Company Assets and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent business and operations of the CompanySchools by the Corporation, which consent provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be unreasonably withheld or delayedlimited to, include a verification of the environmental sampling Corporation's Financial Statements and a review of any environmental mediathe Corporation's control procedures, including airregulatory compliance relating to the Schools, soilthe Schools Facility, surface water or groundwaterand material contracts and litigation relating to the Schools. Duly authorized representatives of the Buyer shall also be entitled to discuss with officers of the Corporation, (ii) shall its counsel, employees and independent public accountants, all of its books, records and other corporate documents, contracts, pricing and service policies, commitments and future prospects to the extent such materials and matters relate to the operation of the Schools. Representatives of the Corporation will furnish to Buyer and its Representatives such financialother persons, operating copies of all materials relating to the business affairs, operations, Facility, Assets and property related data liabilities of the Corporation relating to the Schools which may be reasonably requested from time to time and other information as such persons reasonably request, will cause representatives and (iii) shall instruct employees of the Company's and its Subsidiaries' employees, counsel and financial advisors Corporation to cooperate reasonably with assist Buyer in its investigation of the business of matters relative to the Company and its SubsidiariesSchools. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with obtained by Buyer, at Buyer's requestEMI or any of their officers, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officersdirectors, employees, books lender, investors, agents and records other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement or in the course of Sellers pertaining to their investigations of the BusinessSchools, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be used only in connection with this Agreement and the subsequent operation of the Schools, and Sellers each of Buyer and EMI shall cause their Representatives to furnish to Buyer such financial, technical, operating assure that all Evaluation Material will be otherwise kept strictly confidential by each of them and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject From and after the Closing, Buyer shall cause Newco, the Company and the Sold Subsidiaries to applicable Law, from the date hereof until the Closing Date, Sellers (i) shall give Buyer provide H&H Group and its Representatives authorized representatives with reasonable access (for the purpose of examining and copying), during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel upon reasonable notice and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted manner so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours operations of Buyer, Newco, the Company and the Sold Subsidiaries to the offices, facilities, plants, properties, officers, employeespersonnel, books and records of Sellers pertaining Newco, the Company and the Sold Subsidiaries with respect to periods or occurrences prior to the BusinessClosing Date in connection with (a) the preparation of Tax Returns, or (b) compliance, financial reporting (including financial audits of historical information) and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating accounting matters and other information pertaining (c) any indemnity claim pursuant to the Business as Buyer's Representatives indemnification provisions hereunder; provided, that nothing in this Section 7.05 shall from time obligate Buyer to time reasonably request and to discuss disclose any information if the disclosure of such information would (i) reasonably be expected to cause such information to lose the protections of attorney-client privilege arising after the Closing or (ii) violate any confidentiality obligations arising prior to the Closing between Buyer, Newco, the Company or any Sold Subsidiary and an unaffiliated third party (provided, that Buyer shall, without being required to pay any out-of-pocket costs or expenses other than those dictated by the applicable agreement pursuant to which such confidentiality obligations arise, use its reasonable efforts to obtain waivers and consents necessary or appropriate to provide such information as is reasonably requested by Seller). Without limiting the foregoing, within ten (10) Business Days after the Closing, Buyer shall provide H&H Group with such Representativesa final, year-to-date trial balance for Newco, the Company and the Sold Subsidiaries through the Closing Date, which trial balance shall be prepared on a basis consistent with the Financial Statements and the Company's historical practices. Sellers shallUnless otherwise consented to in writing by H&H Group, Buyer shall not, and shall cause each not permit the Company, Newco or any of their Affiliates its Subsidiaries to, cooperate with Buyer as may reasonably be requested by Buyer for purposes a period of seven (i7) enabling an independent accounting firm selected by Buyer to conduct an audit years following the Closing Date, destroy, alter or otherwise dispose of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent any books and records of the Company, which consent shall not be unreasonably withheld Newco or delayedits Subsidiaries, or any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study portions thereof, relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after periods prior to the Closing Date, Buyer shall give Sellers Date without first giving reasonable prior notice to H&H Group and Sellers' Representative reasonable access during normal business hours offering to the surrender to H&H Group such books and records pertaining to or such portions thereof. The provisions of this Section 7.05 shall survive the Excluded Assets consummation of the transactions contemplated by this Agreement and Excluded Liabilities andshall be binding on all successors and assigns of Buyer, to the extent that Sellers retain any Liabilities with respect to such itemsNewco, the Acquired Assets or Assumed Liabilities. Buyer shallCompany and their Subsidiaries and Affiliates, and shall cause each of its Affiliates to, cooperate with Sellers as the case may reasonably be requested by Sellers for such purposesbe.

Access. (a) Subject Prior to applicable Lawthe Closing, from the date hereof until Sellers shall afford to the Closing Date, Sellers (i) shall give authorized representatives of the Buyer and its Representatives reasonable access during normal business hours to the officesbusiness, propertiesLeased Real Property, officers, employees, accountants, auditors, counsel and other representativesfacilities, books and records (regardless of form or medium, which shall include source code and related documentation, databases, and other electronic media), and senior management so as to afford the Buyer reasonable opportunity to make such review, examination and investigation of the Company Business as the Buyer reasonably determine is necessary in connection with the consummation of the transactions contemplated hereby and the financing thereof, and during such period the Sellers shall furnish, as reasonably promptly as practical, to the Buyer and its Subsidiariesrepresentatives any information they may reasonably request; providedprovided that (a) the Buyer shall provide the Sellers with sufficient advance notice of such access (which shall be no less than two (2) Business Days) to permit the Sellers to designate a party to accompany the Buyer when they are visiting the Sellers’ facilities should they so desire, however, that Buyer's inspection and (b) the foregoing right of Sellers' properties shall not, without the consent of the Company, which consent access shall not be unreasonably withheld or delayed, include exercisable in such a manner as to interfere in a material way with the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer normal operations and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its SubsidiariesSellers. All such information The Buyer shall be provided subject permitted to the provisions make extracts from or to make copies of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining as may be reasonably necessary in connection therewith; provided that in the event that either 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, such Seller shall not provide access to such information to the Business, and Sellers shall cause their Representatives Buyer until such Seller has obtained the necessary waivers from such third party to furnish to Buyer such financial, technical, operating and other information pertaining permit the disclosure to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss Buyer of such information with and such RepresentativesSeller shall use its reasonable best efforts to obtain such waivers. Sellers shall, and All requests for information pursuant to this Section 6.1 shall cause each be directed to any of their Affiliates to, cooperate with Buyer the persons listed on Schedule 6.1 hereto or any other such additional person as may reasonably be requested designated by Buyer for purposes the Sellers. All information received pursuant to this Section 6.1 shall be governed by the terms of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of that confidentiality letter between the BusinessBuyer’s Affiliate Direct Brands, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; Inc. and the Company acknowledges that information or access may be requested and used for such purposeSellers, dated March 25, 2011 (the “Confidentiality Agreement”). (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

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

Access. (a) Subject Seller will give to applicable Law, from the date hereof until the Closing Date, Sellers (i) shall give Buyer and its Representatives Buyer's representatives reasonable access during normal business hours to the offices, Seller's properties, officersbooks, employeesrecords, accountantsand personnel files related solely to the Operations, auditorsand will allow such persons to make copies (at Buyer's expense) of all of such documents and all such financial and operating data and information as any such person shall reasonably request from time to time, counsel provided, that no such access shall be requested or required to be given at any time or in any manner which interferes with the normal conduct of Seller's business. All such documents, data, and other representativesmaterials are confidential and Buyer shall not release them to anyone except its employees and agents, books and records then only for the purposes of the Company and its Subsidiariesthis transaction; provided, however, that Buyer's inspection of Sellers' properties shall notany such documents, without the consent of the Companydata, which consent or other materials shall not be unreasonably withheld deemed confidential for purposes of this paragraph to the extent that the same (1) is a part of the public domain at the time of disclosure, (2) subsequently becomes a part of the public domain by publication or delayedotherwise through no fault of Buyer or its representatives, include (3) may be shown by Buyer to have been contained in a writing in its possession at the environmental sampling time of disclosure, which information had not been wrongfully acquired, directly or indirectly, from Seller and Buyer is not under an obligation of confidentiality with respect thereto, or (4) is subsequently disclosed to Buyer by a third party not in violation of any environmental mediarights of, including airor obligations to, soil, surface water or groundwater, (ii) shall furnish to Buyer Seller. Such examination and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall not operate as a waiver of, or otherwise affect limit in any representationway, warranty or other agreement given or made by the warranties and representations of Seller hereunder. If for any reason the transactions contemplated by this Agreement are not consummated, then upon Seller's written request Buyer agrees that any on-site inspections of any Acquired Real Propertyshall return to Seller (and not thereafter use in its own business or otherwise, including any inspection or study pursuant disclose the contents of) all documents, data and other materials respecting Seller's business furnished to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers obtained by Buyer or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellersrepresentatives from Seller or its representatives. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

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

Access. Prior to the Closing, upon reasonable notice from Purchaser, and subject to the provisions of any applicable lease or sublease (a) Subject whether the Company or any of its Subsidiaries is a lessor/sublessor or lessee/sublessee), the Company shall afford to applicable Lawthe officers, from the date hereof until the Closing Dateattorneys, Sellers (i) shall give Buyer and its Representatives accountants or other authorized representatives of Purchaser reasonable access during normal business hours to the offices, properties, officersbusiness, employees, accountantsReal Estate, auditors, counsel facilities and other representatives, books and records of the Company and each of its SubsidiariesSubsidiaries relating to the business then conducted and/or operated or previously conducted and/or operated by the Company and its Subsidiaries for all or any portion of its business (including without limitation all Tax Returns and communications with any Governmental Authority relating to Taxes), so as to afford Purchaser full opportunity to make such review, examination and investigation of such businesses as Purchaser determines are reasonably necessary in connection with the consummation of the transactions contemplated hereby and shall execute such contracts as may be required to access information held by third parties or cause an inspection by a Governmental Authority; provided, however, that Buyer's inspection the foregoing right of Sellers' properties shall not, without the consent of the Company, which consent access shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate exercisable in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate a manner as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use normal operations and business of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers such Person. Purchaser shall give Buyer and Buyer's Representatives reasonable access during normal business hours be permitted to the offices, facilities, plants, properties, officers, employees, make extracts from or to make copies of such books and records of Sellers pertaining as may be reasonably necessary in connection therewith. Prior to the BusinessClosing, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates Subsidiaries to, and each of its Subsidiaries shall, promptly furnish Purchaser with access to such maintenance records, operating data and other information relating to the business then owned and/or operated by the Company and each of its Subsidiaries as Purchaser may reasonably request. The Company shall promptly deliver to Purchaser such copies of all pleadings, motions, notices, statements, schedules, applications, reports and other papers filed by the Company or any of its Subsidiaries, or by any Person in connection with or related to the Company's and its Subsidiaries' businesses, and after the consummation of the Restructuring, in each case in the Bankruptcy Cases. The Company shall promptly provide to Purchaser all documents and materials relating to the Restructuring, the proposed transfer of the Shares, the Accepted Contracts or any portion thereof, and otherwise cooperate with Sellers Purchaser, to the extent reasonably necessary in connection with Purchaser's preparation for or participation in any part of the Bankruptcy Cases in which Purchaser's participation is necessary, required or reasonably appropriate. The Company shall promptly deliver to Purchaser all pleadings, motions, notices, statements, schedules, applications, reports and other papers filed in any other judicial or administrative proceeding as Purchaser may reasonably be request. In addition, the Company shall, and shall cause each of its Subsidiaries to consult with Purchaser with respect to any press release or public statement outside the Bankruptcy Court concerning, in whole or in part, the transactions contemplated by this Agreement. Without limiting the generality of this Section 4.1, if requested by Sellers Purchaser, the Company, upon reasonable notice, shall provide access to the Real Estate to Purchaser and its representatives and agents for purposes of conducting unintrusive environmental assessments, including Phase I analyses or further analyses if Purchaser deems such analyses are warranted as a result of a Phase I analysis or otherwise. To the extent that any applicable lease or sublease (whether the Company or any of its Subsidiaries is a lessor/sublessor or lessee/sublessee) restricts the ability of the Company's or any of its Subsidiaries to grant access to any property, the Company and its Subsidiaries shall use all reasonable best efforts to provide for such purposesaccess as Purchaser may reasonably request hereunder. For the avoidance of doubt, the Company shall not be required to provide Purchaser access to information regarding bids or expressions of interest received by the Company, before the Bid Deadline Date.

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

Access. (a) Subject to applicable Law, from During the date hereof period commencing with the execution and delivery of this Agreement and continuing until the Closing Dateearlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, Sellers (i) each of the Company and Parent shall give Buyer afford the other party and its respective Representatives reasonable access during normal business hours and in a manner that does not unreasonably disrupt or interfere with business operations, upon reasonable notice, to the offices, its properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company records, Contracts, Permits, and its Subsidiariespersonnel, as such party may reasonably request; provided, however, that Buyer's inspection of Sellers' properties no information or knowledge obtained by Parent or the Company in any investigation conducted pursuant to this Section 6.6 shall not, without the consent affect or be deemed to modify any representation or warranty of the Company, which consent Parent, Merger Sub or Merger Sub LLC set forth herein or the conditions to the obligations of Parent, Merger Sub, Merger Sub LLC or the Company to consummate the transactions contemplated hereby, including the Merger, or the remedies available to the parties hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement (as amended pursuant to Section 6.9) shall apply to any information provided to Parent or the Company pursuant to this Section 6.6; and provided further, that neither the Company nor Parent shall be required to, nor shall they be required to cause their respective Subsidiaries to, afford access or disclose any information that would (a) in the reasonable judgment of the Company or Parent, as applicable, violate any Applicable Law or Order, (b) result in a violation of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice or (c) jeopardize the attorney-client, attorney work product or other legal privilege of a party or any of its Subsidiaries. In the event that the Company or Parent does not be unreasonably withheld provide access to or delayeddisclose information to the other party in reliance on the final proviso of the preceding sentence, include the environmental sampling disclosing party shall use reasonable best efforts to communicate such information in a manner that does not result in the violation of any environmental mediasuch obligation, including Law or Order or the jeopardy of such protections. Notwithstanding the foregoing, neither Parent nor the Company nor any of their respective Subsidiaries or Representatives shall conduct or cause to be conducted any sampling, testing or other invasive investigation of the air, soil, soil gas, surface water or water, groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer building materials or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellersenvironmental media. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject Upon two (2) business days’ written or emailed notice to applicable LawSellers, from the date hereof until the Closing Date, Sellers (i) shall give Buyer and its Representatives agents, contractors, consultants (including surveyors and environmental engineers), licensees and representatives (collectively, “Buyer’s Representatives”) shall have reasonable access to each Property during normal business hours to hours, accompanied by a representative of Seller unless waived by Seller, for the officespurpose of viewing the Properties, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent but Buyer shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partnersmake inspections or tests, parties to such period having expired upon the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersEffective Date. (b) From and after the Closing DateIn conducting any reviews of a Property, Sellers Buyer shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, (and shall cause each of their Affiliates Buyer’s Representatives to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of ): (i) enabling an independent accounting firm selected by Buyer not unreasonably disturb the tenants at a Property or interfere with their use of a Property pursuant to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assetstheir respective Leases; (ii) undertaking, not unreasonably interfere with the consent operation and maintenance of the CompanyProperty; (iii) not damage any part of a Property or any personal property owned or held by any tenant or any third party; (iv) not injure or otherwise cause bodily harm to Sellers, which consent shall their property managers, or their respective agents, guests, invitees, licensees, contractors, agents, or employees, or any tenants or their guests or invitees; (v) comply with all applicable laws; (vi) promptly pay when due the costs of all inspections, tests, investigations, and studies done with regard to a Property; (vii) not be unreasonably withheld permit any liens to attach to a Property or delayed, any study portion thereof by reason of the condition or value exercise of the Acquired Assets including its rights hereunder; (viii) promptly and diligently repair any environmental assessmentdamage to a Property; and (iiiix) undertaking not reveal or disclose prior to the Closing any study relating information obtained concerning a Property or any document provided by Sellers or obtained by Buyer to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access anyone except as may be requested and used for such purposeotherwise required by law or which is a matter of public record. (c) From Buyer may conduct a Phase I environmental site assessment of each Property, provided that any access to the Property required by the Phase I environmental site assessment shall be governed by this Section 5.2. Under no circumstances shall Buyer be permitted to perform any intrusive inspection or test (e.g., boring, drilling or core sampling), including, without limitation, a Phase II environmental site assessment or any test required in connection with a Phase II environmental site assessment or geotechnical analysis (and after any invasive inspections in connection therewith) without Seller’s prior written consent, which may be withheld in its sole discretion. Buyer hereby acknowledges that the Closing Datereceipt of a Phase I environmental site assessment for any Property shall not be a condition to Buyer’s obligation to purchase such Property. (d) Buyer for and on behalf of itself and Buyer’s Representatives shall and hereby does indemnify, Buyer shall give defend, release, discharge and forever hold harmless Sellers and Sellers' Representative their officers, members, managers, directors, employees, partners, brokers, agents, shareholders, and any person, firm, corporation, trust, partnership, limited liability company or other entity claiming by through or under Sellers (collectively, “Indemnified Parties”) from and against any and all actions, claims, demands, liabilities, liens, losses, costs (including court costs), damages, awards and expenses (including reasonable access during normal business hours attorney’s fees) (collectively, “Losses”) as a result of any injury to the books and records pertaining or death of persons, damage to the Excluded Assets and Excluded Liabilities andproperty or liens recorded against a Property, to the extent that Sellers retain caused by (i) Buyer’s access or entry onto a Property; (ii) the use of or access to a Property by Buyer and Buyer’s Representatives in connection with this Agreement; or (iii) the breach by Buyer (or by any Liabilities with respect other person for whom Buyer has responsibility hereunder) of the confidentiality provisions of Section 11.11 hereof. Sellers’ and the Indemnified Parties’ right to such items, indemnity from Buyer shall in no way be limited to the Acquired Assets or Assumed Liabilitiesamount recoverable under any insurance maintained by Buyer as required in this Agreement. Buyer shall, and The provisions of this Section 5.2(d) shall cause each survive termination of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers this Agreement for such purposesa period of one hundred eighty (180) days from the Effective Date.

Access. (a) Subject to Upon reasonable notice, and except as may otherwise be required by applicable LawLaws, from the date hereof until Company shall (and the Closing DateCompany shall cause its Subsidiaries to) afford Buyer's officers, Sellers employees, counsel, accountants and other authorized representatives (iincluding representatives of entities providing or arranging financing for the Buyer) shall give Buyer and its Representatives ("Representatives") reasonable access access, during normal business hours throughout the period prior to Closing, to their respective properties, books, Contracts and records that relate primarily to the officesBusiness, propertiesthe Purchased Assets or the Assumed Liabilities and, officersduring such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Buyer all such information and reasonable access to the Company's employees, accountantsin each case to the extent related to the Business, auditorsthe Purchased Assets or the Assumed Liabilities, counsel as Buyer or its Representatives may reasonably request; provided that no investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty made by the Company; provided, further, that the foregoing shall not require the Company to furnish Buyer with documents or information concerning its toothpaste/tooth polish or antiperspirant/deodorant businesses which the Company reasonably determines to have competitive significance; and other representativesprovided, books and records further, that the foregoing shall not require the Company to permit any inspection, or to disclose any information, which in the reasonable judgment of the Company, would result in the disclosure of any trade secrets of third parties or violate any obligation of the Company with respect to confidentiality, provided that the Company shall have used commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure. All requests for information made pursuant to this Section shall be directed to an executive officer of the Company or such Person as may be designated by any such officer. All such information shall be governed by the terms of the Confiden tiality Agreements. (b) Within 14 days following the date of this Agreement, the Company and its SubsidiariesBuyer shall establish a Steering Committee comprised of at least one senior executive of Buyer and one senior executive of the Company (the "Steering Committee"). During the period prior to the Closing, the Parties shall cause members of the Steering Committee to discuss in good faith the development of reasonable plans, protocols and arrangements designed to facilitate (i) the rapid integration of the Company's information technology systems immediately following the Closing and (ii) the separation of the Company's accounting records, inventories, receivables and bank accounts as between the Business and the Company's other businesses. The plans, protocols and arrangements with respect to information technology matters shall address, among other things, the installation by Buyer of hardware in the Company's facilities, the training of Company employees and means of facilitating Buyer's design of compatible information technology systems, the provision to Buyer by the Company of sample data files prior to the Closing and the transfer of data files to Buyer's system following the Closing. The Company will cooperate with Buyer and assist Buyer in effecting the actions and initiatives set forth in the plans, protocols and arrangements developed by the Steering Committee; provided, however, that Buyer's inspection of Sellers' properties shall notthis Section 8.2(b) and the plans, without protocols and arrangements developed by the consent of the Company, which consent Steering Committee shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of require the Company and its Subsidiaries. All such information shall be provided subject to incur out-of-pocket expenses, require Company personnel to devote significant amounts of time to integration activities, require the provisions of the Confidentiality Agreement. In additionCompany to provide sales, notwithstanding any provision of the Confidentiality Agreement production, operations or business data to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and require the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each suffer a meaningful disruption of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesoperations.

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

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

Access. (a) Subject to applicable Law, from From the date hereof until of this Agreement through the Closing Date, Sellers (i) Seller shall give Buyer provide Purchaser and its Representatives reasonable officers, directors, employees and agents and representatives full access during normal business hours to the officesAssets and to the employees, agents, properties, officersbooks, employeescontracts, accountantsaccounts, auditorscommitments, counsel records, tax returns and other representatives, books documents of Seller and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer Purchaser and its Representatives such financialagents and representatives books, operating and property related records, contracts, data and other information concerning the Assets and the business and affairs of Seller as such persons Purchaser and its agents and representatives may reasonably request. In the event that the transactions contemplated by this Agreement fail to be consummated, then Purchaser shall promptly return to Seller all data and (iiiinformation furnished to it and shall keep all such data and information confidential. No investigation pursuant to this Section 5.2(a) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation affect any representation or warranty of the business of the Company and its Subsidiaries. All such information shall be provided subject Seller or any condition to the provisions closing obligations of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersPurchaser. (b) From and after the date of this Agreement through the Closing Date, Sellers Purchaser shall give Buyer provide Seller and Buyer's Representatives reasonable its officers, directors, employees and agents and representatives full access during normal business hours to the officesassets and to the employees, facilities, plantsagents, properties, officersbooks, employeescontracts, books accounts, commitments, records, tax returns and records documents of Sellers pertaining Purchaser and shall furnish to Seller and its agents and representatives data and information concerning the assets and the business and affairs of Purchaser as Seller and its agents and representatives may reasonably request. In the event that the transactions contemplated by this Agreement fail to be consummated, then Seller shall promptly return to Purchaser all data and information furnished to Seller and shall keep all such data and information confidential. No investigation pursuant to this Section 5.2(b) shall affect any representation or warranty of Purchaser or any condition to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each closing obligations of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purposeSeller. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

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

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

Access. (a) Subject to applicable Law, from the date hereof until the Closing Date, Sellers (i) shall give Buyer Upon reasonable advance written request by Buyers, Sellers will, and its will permit and cause the Target Companies (and will use reasonable best efforts to cause Tiwest and the Tiwest Joint Venture Participants), (A) to permit, Buyers and their respective Representatives to have reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably requesthours, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted manner so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours operations of Sellers, Target Companies, Tiwest or the Tiwest Joint Venture Participants to the offices, facilities, plantsall premises, properties, officerspersonnel, employeesRecords, books IT Systems and records Contracts used or held for use in the operation of Sellers pertaining to the Business and the Tiwest Joint Venture, in each case, for the purpose of evaluating, and reviewing the Business, the Tiwest Joint Venture and Sellers shall cause their Representatives each Target Company’s and Tronox Australia’s business, properties, the Acquired Assets and the Assumed Liabilities and (B) to furnish reasonably promptly to Buyer Buyers such financialinformation concerning Sellers’, technicalthe Target Companies’ and the Tiwest Joint Venture’s business, operating properties, contracts, records and other information pertaining to the Business personnel as Buyer's Representatives shall may be reasonably requested, from time to time reasonably request time, by or on behalf of Buyers; provided, however, that, for avoidance of doubt, the foregoing shall not require any Party to waive, or take any action with the affect of waiving, its attorney client privilege or any confidentiality obligation to which it is bound with respect thereto or take any action in violation of applicable law. During the period from the date hereof and to discuss such information with such Representatives. Sellers shallending upon the Closing, Buyers shall not, and shall cause each of their Affiliates respective Representatives not to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit contact any customers, suppliers or licensors of the Business, including access to the Company's independent auditors' working papers Business in connection with or pertaining to the Business or acquisition of the Assets; (ii) undertaking, Acquired Assets under this Agreement except with the prior written consent of the Company, Tronox Incorporated (which consent shall not be unreasonably withheld withheld, conditioned or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose). (cii) From and after the Closing Date, Buyer All information obtained pursuant to this Section 5(g) shall give Sellers and Sellers' Representative reasonable access during normal business hours be subject to the books terms and records pertaining to conditions of the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesConfidentiality Agreement.

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

Access. (a) Subject to applicable Law, from Between the date hereof until of this Agreement and the Closing DateClosing, Sellers Sellers shall (i) shall give Buyer afford Purchaser and its Representatives authorized representatives reasonable access during normal business hours to all Books and Records, offices and other facilities Related to the officesBusiness, properties, officers, employees, accountants, auditors, counsel as well as management and other representativesemployees Related to the Business, books of Sellers, (ii) permit Purchaser to make reasonable inspections and records to make copies of such Books and Records as it may require and (iii) furnish Purchaser with such financial and operating data Related to the Company Business and its Subsidiariesother information which is Related to the Business as Purchaser may from time to time reasonably request; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent such access shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of disrupt the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From Purchaser and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access its authorized representatives (including its designated advisors or consultants) may during normal business hours to the officesand upon reasonable advance notice, facilities, plants, properties, officers, employees, books enter into and records upon all or any portion of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining Sellers’ properties Related to the Business (including all Real Property) in order to investigate and assess, as Buyer's Representatives shall from time to time reasonably request Purchaser deems necessary or appropriate in its reasonable discretion, the environmental and to discuss other condition of such information with such Representativesproperties or the business conducted thereat. Sellers shall, and shall cause each of their Affiliates its employees, counsel and financial advisors to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer Purchaser and its authorized representatives in conducting such investigation, shall allow Purchaser and its authorized representatives full access during normal business hours, upon reasonable advance notice, to conduct an audit of their properties Related to the Business, including access together with full permission to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for conduct such purposeinvestigation. (c) From Purchaser shall preserve for a period of six years after the Closing Date all Books and after Records relating to the Business prior to the Closing Date. After the Closing Date, Buyer where there is a legitimate purpose, Purchaser shall give provide Sellers with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and Sellers' Representative reasonable access during normal business hours to employees of Purchaser and (ii) the books of account and records pertaining to the Excluded Assets and Excluded Liabilities andof Purchaser, but, in each case, only to the extent relating to the conduct Business prior to the Closing Date, and Sellers and their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of Purchaser; and provided, further, that such information shall be held by Purchaser in confidence to the extent required by, and in accordance with, the Confidentiality Agreement and Law. Such records may nevertheless be destroyed by Purchaser if (x) Purchaser sends to Sellers retain any Liabilities a written request to destroy records, specifying with respect particularity the contents of the records to be destroyed, and (y) Sellers, in their sole discretion, provide their written consent to such itemsrequest. Such records may then be destroyed after the 30th day after such written consent is provided by Sellers; provided, the Acquired Assets or Assumed Liabilities. Buyer shallhowever, and that if such written consent is not provided by Sellers, then Purchaser shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for deliver such purposesrecords to Sellers.

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

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

Access. (a) Subject to applicable Law, from the date hereof Execution Date until the Closing DateDate or, Sellers if earlier, the termination of this Agreement (ithe “Interim Period”), each Party (the “Disclosing Party”) shall give Buyer provide the other Parties (each a “Receiving Party”), their Affiliates, and its their respective Representatives with reasonable access access, upon reasonable prior notice and during normal business hours hours, to the officesall assets, propertiesbooks and records, contracts, documents, officers, employees, accountantsagents, auditorslegal advisors, counsel and other representatives, books and records accountants of the Company Disclosing Party and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without and the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) Disclosing Party shall furnish reasonably promptly to Buyer the Receiving Party and its Representatives such financialinformation concerning the Disclosing Party and its Subsidiaries and their assets, operating business, books and property related data and other information as such persons reasonably requestrecords, contracts, and (iii) shall instruct the Company's and its Subsidiaries' employeespersonnel as may be reasonably requested, counsel and financial advisors from time to cooperate reasonably with Buyer in its investigation time, by or on behalf of the business of the Company and its SubsidiariesReceiving Party. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer The Receiving Party shall, with the prior consent of the Companyand shall cause its Representatives to, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to conduct any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate such activities in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so manner as not to interfere unreasonably with the use business of the Acquired Real Property Disclosing Party or its Subsidiaries. The Disclosing Party shall have the right to have a Representative present for any communication with employees of the Receiving Party or its Affiliates, and each Party shall and shall cause its Representatives to observe and comply with all applicable health, safety, and security requirements, including COVID-19 Measures, of the Disclosing Party and its Subsidiaries if the Receiving Party exercises its rights to access any assets of the Disclosing Party or its Subsidiaries under this Section 5.2(a). Neither Receiving Party nor its Representatives shall contact any of the employees, customers, suppliers, or parties that have business relationships with the Disclosing Party or any of its Subsidiaries in connection with the Transactions without the specific prior written authorization of the Disclosing Party. For purposes of clarification, the Receiving Party and its Representatives shall be permitted to conduct non-invasive environmental assessments, including any Phase I environmental site assessments in accordance with ASTM Standard E1527-13, but Contributor and its Representatives shall not be entitled to collect any air, soil, surface water, or ground water samples, nor to perform any invasive or destructive sampling on, under, at, or from the real property owned or leased by Sellersthe Disclosing Party or its Subsidiaries. No investigation or information provided pursuant to this Section 5.2(a) shall affect or be deemed to modify any representation or warranty made by any Party herein. The Receiving Party shall hold in confidence all information disclosed to the Receiving Party or its Representatives hereunder on the terms and subject to the conditions contained in the Confidentiality Agreement. Notwithstanding anything to the contrary in this Section 5.2(a), the Receiving Party shall have no right of access to, and neither the Disclosing Party nor any of its Affiliates shall have any obligation to provide, any information the disclosure of which could reasonably be expected to (i) jeopardize any privilege available to the Disclosing Party or any of its Affiliates or Representatives, (ii) cause the Disclosing Party or any of its Affiliates or Representatives to breach a contract, or (iii) result in a violation of Law; provided that, in the event that the restrictions in this sentence apply, the Disclosing Party shall provide the Receiving Party with a reasonably detailed description of the information not provided, and the Disclosing Party shall cooperate in good faith to design and implement alternative disclosure arrangements to enable Contributor to evaluate such information without violating such Law or contract or jeopardizing such privilege. Promptly upon completion of any such access, the Receiving Party shall repair at its sole expense any damage caused by such access. (b) From The Receiving Party agrees to indemnify, defend, and after hold harmless the Closing DateDisclosing Party, Sellers shall give Buyer its Affiliates, and Buyer's its and their respective Representatives reasonable access during normal business hours for any and all Losses incurred by the Disclosing Party, its Affiliates, or its or their respective Representatives arising solely as a result of actions taken by the Receiving Party or its Representatives pursuant to the officesaccess rights under Section 5.2(a), facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested including any Proceedings by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit any of the BusinessReceiving Party’s Representatives for any injuries or property damage while present, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (iiEXCEPT TO THE EXTENT THAT SUCH LOSSES RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE DISCLOSING PARTY, ITS AFFILIATES, OR THEIR RESPECTIVE REPRESENTATIVES. THE PARTIES ACKNOWLEDGE THAT THE INTENT OF THIS SECTION 5.2(b) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purposeIS CLEAR AND UNEQUIVOCAL AND THIS STATEMENT CONSTITUTES CONSPICUOUS NOTICE. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject to The Company agrees that upon reasonable notice, and except as may otherwise be prohibited by applicable Law, from the date hereof until the Closing Dateit shall (and shall cause its Subsidiaries to) afford Acquirer’s officers, Sellers directors, employees, counsel, accountants, financial advisors, investment bankers and other authorized representatives (i“Representatives”) shall give Buyer and its Representatives reasonable access access, during normal business hours throughout the period prior to the officesEffective Time, to its executive officers, to its properties, officersbooks, employeescontracts and records, accountants, auditors, counsel Tax Returns and all other representatives, books and records material relating to Taxes of the Company and or any of its Subsidiaries, and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Acquirer all information concerning its business, properties and personnel as may reasonably be requested; provided, however, provided that Buyer's inspection of Sellers' properties no investigation pursuant to this Section 6.02 shall not, without the consent of affect or be deemed to modify any representation or warranty made by the Company, which consent shall not be unreasonably withheld Acquirer or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) Merger Sub in this Agreement. The Company shall furnish promptly to Buyer and its Representatives such financialAcquirer a copy of each report, operating and property related data schedule, registration statement and other information as document filed by it or its Subsidiaries during such persons reasonably requestperiod pursuant to the requirements of federal or state securities Laws. Each of Acquirer and Merger Sub will, and will cause their Representatives to, hold any such information in confidence in accordance with the terms of the Confidentiality Agreement dated as of December 15, 2005 by and between Acquirer and the Company (iii) shall instruct the “Confidentiality Agreement”). Except as otherwise agreed to by the Company's , and its Subsidiaries' employeesnotwithstanding termination of this Agreement, counsel the terms and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement shall apply to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect all information furnished to any Acquired Assets or Assumed Liabilities. The of Acquirer’s Representatives by Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersRepresentatives hereunder or thereunder. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject to applicable Law, from From the date hereof until the earlier of the Closing Dateor termination of this Agreement, Sellers (i) upon reasonable notice, Seller shall, and shall give Buyer and cause its Representatives reasonable access during normal business hours Subsidiaries to, furnish to the offices, properties, officers, employees, accountants, auditors, counsel representatives of Buyer such additional financial and operating data and other representatives, books and records of material information regarding the Company and its SubsidiariesBusiness (or copies thereof) as Buyer may from time to time reasonably request; provided, however, that Buyer's inspection any such furnishing of Sellers' properties information shall notbe conducted during normal business hours, without and in such a manner as not to interfere with the consent normal operations of the CompanyBusiness; provided, which consent further, that any requests by Buyer for such furnishing of information shall be made in writing to Seller’s General Counsel (such requests not to be unreasonably withheld or delayed). Notwithstanding anything to the contrary in this Agreement, include the environmental sampling of Seller shall not be required to disclose any environmental media, including air, soil, surface water information to Buyer if such disclosure would (i) jeopardize any attorney-client or groundwaterother legal privilege, (ii) shall furnish contravene any applicable Laws (including applicable Antitrust/Competition Laws), fiduciary duty or binding agreement entered into prior to Buyer and its Representatives such financialthe date hereof, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and disrupt or jeopardize any material customer or vendor relationship or (iv) include Tax information pertaining to Seller or its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject Affiliates that is not related to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersBusiness. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers each Party shall, and Buyer shall cause each of their Affiliates the Business to, cooperate with Buyer retain the books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers relating to the Transferred Assets, Assumed Liabilities and the Business in such Party’s or its Affiliates’ possession (the “Books and Records”) for seven (7) years or for such longer period as may reasonably be requested required by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purposeLaw. (c) From and after the Closing Date, the Parties shall allow each other, and Buyer shall, and shall give Sellers cause its Affiliates to, allow Seller, its Affiliates and Sellers' Representative their respective representatives, reasonable access to the Books and Records and to personnel having knowledge of the whereabouts and/or contents of the Books and Records, during normal business hours for legitimate non-competitive business reasons, including all information required to calculate and verify the amounts set forth in the preparation of Seller’s Tax Returns and to facilitate the investigation, litigation, defense and final disposition of any Proceedings that may have been or may be made against any Party or its Affiliates. Each Party shall be entitled to recover its out-of-pocket costs (including copying costs) incurred in providing such Books and Records to the other Party. All such information accessed by Seller, its Affiliates and their respective representatives shall be considered to be included in the definition of “Confidential Information” and governed by Section 6.14. Buyer shall cause its Affiliates to, hold in confidence all confidential information identified as such by, and obtained after the Closing from, the disclosing Party, any of its officers, agents, representatives or employees; provided, however, that information that (i) was in the public domain other than as a result of a breach of this Agreement; (ii) is required by law to be disclosed pursuant to any oral questions, interrogatories, requests for information or other documents in legal proceedings, subpoena, civil investigative demand or any other similar process, pursuant to the applicable rules of any stock exchange or self regulatory organization on which Buyer or any of its Affiliates lists securities, or pursuant to any applicable Law, or (iii) disclosed by Buyer or any of its Affiliates that is reasonably necessary for Buyer or any of its Affiliates to exercise its rights or satisfy and perform its covenants and obligations under this Agreement or any of the Ancillary Agreements, in each case shall not be deemed to be confidential information. If Buyer or any of its Affiliates is requested or required by oral questions, interrogatories, requests for information or other documents in legal proceedings, subpoena, civil investigative demand or any other similar process, pursuant to the applicable rules of any stock exchange or self regulatory organization on which Buyer or any of its Affiliates lists securities or pursuant to any applicable Law, to disclose any confidential information, then Buyer shall provide Seller with prompt written notice of such request or requirement so that Seller may seek a protective order or other remedy in respect of such disclosure. If such a protective order or other remedy is not obtained by or is not available to Seller, then Buyer and its Affiliates shall use commercially reasonable efforts to ensure that only the minimum portion of such confidential information that is legally required to be disclosed is so disclosed, and Buyer and its Affiliates shall use commercially reasonable efforts to obtain assurances that confidential treatment shall be given to such confidential information. In addition, the Parties agree that confidential information may only be used for the purpose for which it was supplied. (d) Each Party agrees to consult in good faith and cooperate with the other Party and its representatives, advisors and employees, including by making its employees and advisors available to the other Party as reasonably requested, in the closing of the Seller Group’s books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such itemsthe Business as of the Closing Date in accordance with Seller’s regular closing schedule and procedures. (e) From the date hereof until the date which is 30 days from the date hereof (provided that Seller has complied with its obligations under this Section 6.4(e)), upon reasonable advance notice from the Acquired Assets or Assumed Liabilities. Buyer Buyer, Seller shall, and shall cause each of its Affiliates Subsidiaries to, cooperate with Sellers Buyer and use commercially reasonable efforts to permit Buyer and its environmental consultant, at mutually agreed upon dates and times, to have reasonable nonexclusive access to the properties listed on Schedule 6.4(e) and to the extent of any such leased property, the portion of the property to which Seller or its Subsidiary has the right to occupy or access (subject to the last sentence of this Section 6.4(e), “Phase I Properties”), for the limited purpose of undertaking, at Buyer’s sole cost and expense, ASTM E1527-05 Phase I Environmental Site Assessments and all other comparable environmental site assessments (together, subject to the last sentence of this Section 6.4(e), the “Phase I Assessments”), provided however, Buyer and its environmental consultant shall not unreasonably interfere with the operations of Seller and its Subsidiaries or undertake any invasive or destructive testing on the Phase I Properties and, provided further that Buyer agrees to provide, prior to Closing, copies of all reports prepared by Buyer’s environmental consultant on the Phase I Properties. Notwithstanding the list of Phase I Properties on Schedule 6.4(e), if after Seller’s commercially reasonable efforts, Buyer and its environmental consultant are not allowed reasonable access to any Leased Real Properties by any such Leased Real Properties’ lessors and are not able to complete Phase I Assessments for any of such Leased Real Properties, then such Leased Real Properties shall not be deemed to be Phase I Properties. Buyer and Seller shall reasonably cooperate with any environmental consultant engaged by Buyer in order to timely complete the Phase I Assessments. Notwithstanding anything herein to the contrary, in order to be included as may reasonably a Phase I Assessment, a Phase I Assessment must be requested by Sellers for completed within thirty (30) days of the date hereof (provided that Seller has complied with its obligations under this Section 6.4(e)) and any Phase I Property with respect to any such purposesPhase I Assessment that is not completed in such thirty (30) day period (provided that Seller has complied with its obligations under this Section 6.4(e)) shall no longer be deemed a Phase I Property.

Access. (a) Subject to applicable Law, from From the date hereof until through the Closing DateClosing, Sellers upon the prior written request of a Party (ithe “Requesting Party”), the other Party (the “Disclosing Party”) shall give Buyer afford to the Requesting Party and its authorized Representatives (which for purposes of this Section 6.9 shall include potential financing sources of Parent and Buyer) reasonable access access, during normal business hours and in such manner as not to unreasonably interfere with normal operation of the business of the Disclosing Party and its Affiliates, to the offices, properties, books, contracts, records and appropriate officers, employees, accountants, auditors, counsel employees and the independent certified public accountants of the Disclosing Party and its Affiliates and shall furnish the Requesting Party and such authorized Representatives with all financial (including the audit work papers and other representatives, books and records of independent certified public accountants) and operating data and other information concerning the Company affairs of the Disclosing Party and its SubsidiariesAffiliates, as the Requesting Party and its Representatives may reasonably request; provided, however, that Buyer's inspection any such access or furnishing of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to conducted at the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed LiabilitiesRequesting Party’s expense. The Company Disclosing Party and its Affiliates shall have the right to participate in such negotiations and agrees to cooperate with Buyer, have a Representative present at Buyer's request, in all times during any such negotiationsinspections, interviews and examinations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer Additionally, the Requesting Party shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shallhold, and shall cause each of their its Affiliates toand Representatives to hold, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of in confidence all such information on the Business, including access terms and subject to the Company's independent auditors' working papers pertaining to conditions contained in the Business or the Assets; Confidentiality Agreement and shall use (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates and Representatives to use) such information solely in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, the Requesting Party shall have no right of access to, cooperate with Sellers as may reasonably be requested by Sellers for and the Disclosing Party and its Affiliates shall have no obligation to provide to the Requesting Party, information relating to (a) any information the disclosure of which would jeopardize any privilege available to the Disclosing Party or its Affiliates relating to such purposesinformation or would cause the Disclosing Party or its Affiliates to breach a confidentiality obligation or (b) any information the disclosure of which would result in a violation of Law.

Access. (a) Subject Prior to applicable Lawthe Closing, from the date hereof until the Closing Date, Sellers Seller shall (i) shall give the Buyer and its Representatives reasonable access to the officers, management, agents, books, records, offices and other facilities and properties of the Seller during normal mutually agreeable business hours and (ii) furnish to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company Buyer and its SubsidiariesRepresentatives such information concerning the Business, the Purchased Assets and the Assumed Liabilities which is reasonably requested; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information access shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact granted at reasonable times during normal business hours and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so manner as not to interfere unreasonably with the use normal business operations of the Acquired Real Property Seller. Notwithstanding the foregoing, (A) the Seller may, in its sole discretion, deny or restrict such access to any information the disclosure of which is restricted by Sellers. contract or Law or which would result in the waiver of any privileges (including the attorney-client privilege), (B) granting such access does not include access to conduct any environmental sampling or testing without the prior written consent of the Seller, and (C) no investigation by the Buyer or its Representatives pursuant to this Section 6.1(a) shall affect or be deemed to modify any representation or warranty made by the Seller herein or create or constitute any new representation or warranty of the Seller or any other Person. Within five (5) Business Days following the end of each month occurring after the date hereof and prior to the Closing Date, Seller shall prepare and deliver to Buyer updated lists, as of such preceding month end, of the Company Mortgage Loans and Pipeline Loans in the same format as Schedule 1.1(b)(i) and Schedule 1.1(b)(ii) hereof. (b) Ordinary Conduct. From and after the Closing Date, Sellers shall give Buyer date hereof and Buyer's Representatives reasonable access during normal business hours prior to the officesClosing or earlier termination of this Agreement, facilitiesexcept (A) as consented to in writing by the Buyer, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (iB) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain required to comply with any Liabilities with respect to such itemsLaw, (C) as set forth in Schedule 6.1(b), or (D) as otherwise contemplated by this Agreement, the Acquired Assets or Assumed Liabilities. Buyer Seller shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.:

Access. (a) Subject to applicable LawAt all times this Agreement remains in effect, from the date hereof until the Closing Date, Sellers (i) shall give Buyer Purchaser and its Purchaser’s Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real enter upon the Property, including for the purpose of conducting such title, survey, environmental, physical, structural and any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii)other examinations, shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use inspections, testing, studies and investigations of the Acquired Real Property by Sellers. and review all Leases, Service Contracts, Permits, Plans and other documents related to the Property as Purchaser deems necessary or appropriate (the “Investigations”) provided (a) Purchaser shall give L▇▇▇▇▇ ▇▇▇▇▇▇ [and/or D▇▇▇▇▇ ▇▇▇▇▇▇▇▇] not less than three (3) Business Days’ prior notice before each such entry, and (b) From the notice shall include reasonably sufficient information to permit Seller to review the scope of the proposed Investigations and after the Closing Date, Sellers names of the companies or firms performing such Investigations. Any entry upon the Property and all Investigations shall give Buyer and Buyer's Representatives reasonable access be during normal business hours to and at the offices, facilities, plants, properties, officers, employees, books sole risk and records expense of Sellers pertaining to the Business, Purchaser and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Purchaser’s Representatives. Sellers shall, and shall cause each not unreasonably interfere with the activities on or about the Property of their Affiliates toSeller’s employees, cooperate tenants or invitees. Purchaser and Purchaser’s Representative shall, with Buyer as may reasonably be requested by Buyer for purposes of respect to the Property investigated: (i) enabling an independent accounting firm selected by Buyer promptly repair any damage to conduct an audit the Property resulting from any such Investigations and replace, refill and regrade any holes made in, or excavations of, any portion of the Business, including access Property used for such Investigations so that the Property shall be in the same condition in all material respects that it existed in prior to the Company's independent auditors' working papers pertaining to the Business or the Assets; such Investigations; (ii) undertakingfully comply with all applicable laws, with rules, ordinances, codes, regulations, orders or requirements of applicable governmental authorities (collectively, the consent of “Laws”) applicable to the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; Investigations and all other activities undertaken in connection therewith; (iii) undertaking any study relating permit Seller to Sellers' compliance have a representative present during all Investigations undertaken hereunder; (iv) take all actions and implement all protections reasonably necessary to ensure that all actions taken in connection with Lawsthe Investigations, including Environmental Laws; and the Company acknowledges that information equipment, materials, and substances generated, used or access may be requested brought onto the Property pose no threat to the safety or health of persons or the environment, and used for such purpose.cause no damage to the Property or other property of Seller or other persons; (cv) From maintain or cause to be maintained, at Purchaser’s expense, a policy of commercial general liability insurance, with a broad form contractual liability endorsement covering Purchaser’s indemnification obligations contained in subsection (vii) below, and after with a combined single limit of not less than $1,000,000.00 per occurrence for bodily injury and property damage, automobile liability coverage including owned and hired vehicles with a combined single limit of $1,000,000.00 per occurrence for bodily injury and property damage, insuring Purchaser and Seller, as an additional insured, against any injuries or damages to persons or property that may result from or are related to (A) Purchaser’s and/or Purchaser’s Representatives’ entry upon the Closing DateProperty, Buyer (B) any Investigations or other activities conducted thereon, and (C) any and all other activities undertaken by Purchaser and/or Purchaser’s Representatives, all of which insurance shall give Sellers be on an “occurrence form” and Sellers' Representative reasonable access during normal business hours otherwise in such forms and with an insurance company reasonably acceptable to Seller and deliver a certificate of such insurance policy to Seller prior to the books first entry on the Property; (vi) not allow the Investigations or any other activities undertaken by Purchaser or Purchaser’s Representatives to result in any liens, judgments or other encumbrances being filed or recorded against any Property, and records pertaining to Purchaser shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded (including, without limitation, liens for services, labor or materials furnished) as a result of Purchaser’s Investigations; and (vii) indemnify and hold Seller, the Excluded Assets Seller’s Representatives and Excluded Liabilities andthe Property harmless from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements), suffered or incurred by Seller and arising out of or in connection with (A) Purchaser’s and/or Purchaser’s Representatives’ entry upon the Property, (B) any Investigations or other activities conducted thereon by Purchaser or Purchaser’s Representatives, and/or (C) any liens or encumbrances filed or recorded against the Property as a consequence of the Investigations or any and all other activities undertaken by Purchaser or Purchaser’s Representatives, except to the extent that Sellers retain any Liabilities with respect to such items, of the Acquired Assets foregoing is caused by the gross negligence or Assumed Liabilities. Buyer shall, and shall cause each willful misconduct of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesthe indemnified party.

Access. (a) Subject to applicable Law, from the date hereof until the Closing Date, Sellers (i) shall give Buyer and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates the Transferred Company to, cooperate with give Buyer as may reasonably be requested by Buyer and its accountants, legal counsel and other representatives reasonable access (including the right to make, at Buyer’s expense, photocopies), for purposes the purpose of (i) enabling an independent accounting firm selected by allowing Buyer to conduct an audit of successfully transition the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative upon reasonable access prior notice during normal business hours and without undue interruption to Seller or any of its Affiliates (including the Transferred Company) throughout the period prior to the Closing, to the properties, books and records pertaining to (including Form I-9s, offer letters and restrictive covenant agreements for U.S. Transferred Employees) of the Excluded Assets Transferred Company and Excluded Liabilities andAsset Transferring Affiliate, to the extent that Sellers retain related to the Transferred Assets, and will furnish, at Buyer’s expense, Buyer, its accountants, legal counsel and other representatives during such period such information to the extent relating to the Transferred Company or the Transferred Assets as Buyer may reasonably request and Seller shall reasonably determine is required for Buyer to successfully transition the Business (other than, in each case, (a) attorney-client privileged communications, (b) books, records and information of, or to the extent related to, Seller or any Liabilities of its Affiliates (other than the Transferred Company and, solely with respect to the Transferred Assets, Asset Transferring Affiliate) or their respective businesses, (c) any information which constitutes Trade Secrets, sensitive information, or that could otherwise cause significant competitive harm to the Transferred Company or the Business if the Transactions are not consummated or (d) for the avoidance of doubt, where access to such itemsbooks, records or information is prohibited by applicable Laws); provided that (i) this Section 6.06 shall not entitle Buyer or its accountants, legal counsel or other representatives to contact any third party doing business with the Acquired Assets Transferred Company or Assumed Liabilitiesaccess the properties, books or records of any such third party, in each case without Seller’s prior written consent and (ii) in the case of any conflict between this 69 Section 6.06 and Section 8.01, Section 8.01 shall prevail and Seller shall not be required to provide any employment-related information any earlier than as provided in Section 8.01. Buyer shall, and shall cause each of its Affiliates to, cooperate will hold in confidence all information so obtained in accordance with Sellers as may reasonably be requested by Sellers for such purposesthe Confidentiality Agreement.

Access. (a) Subject to applicable Law, from Between the date hereof until of this Agreement and the Closing Date, Sellers (i) Seller shall give Buyer afford to Purchaser and its Representatives authorized agents and representatives access upon reasonable access notice, during normal business hours hours, to the officesemployees and properties of Seller and all the books, propertiesrecords, officerscontracts, employees, accountants, auditors, counsel documents and other representativesinformation to the extent relating to the Branch Offices (including the Assumed Liabilities, books the Assets and records of the Company Records), and shall furnish to Purchaser and its Subsidiariesauthorized agents and representatives such added information concerning the Assets, the Assumed Liabilities and the Branch Business as Purchaser may reasonably request; provided, that notwithstanding the provision of information or investigation by any party, no party shall be deemed to make any representation or warranty regarding any matter except as expressly set forth in this Agreement. Notwithstanding the foregoing, Seller shall not be required to provide any information that, based on the advice of counsel, it may not provide to Purchaser by reason of Applicable Law, that constitutes information protected by attorney/client privilege, or that it is required to keep confidential by reason of contract or agreement with third parties. Seller shall cause its personnel to provide reasonable assistance to Purchaser in Purchaser’s investigation of matters relating to the Branch Offices, the Assets and the Assumed Liabilities and Purchaser and its authorized agents and representatives (including its environmental consultants) shall be given access to the Branch Offices and Seller’s data processing facilities for all reasonable purposes, including the undertaking of environmental assessments; provided, however, that Buyer's inspection of Sellers' properties Purchaser’s investigation shall notbe conducted in a manner which does not unreasonably interfere with Seller’s normal operations, customers, and employee relations and no intrusive sampling or other intrusive environmental investigations shall be conducted without the consent of the CompanySeller’s prior consent, which consent shall not be unreasonably withheld withheld. Prior to the Closing, all information furnished by Seller to Purchaser or delayed, include the environmental sampling of any environmental media, including air, soil, surface water its agents or groundwater, (ii) shall furnish representatives pursuant hereto or by Purchaser to Buyer and Seller or its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information agents or representatives shall be provided subject to the provisions Confidentiality Agreement, dated as of February 24, 2009, by and between Parent and National Australia Bank (the “Confidentiality Agreement“); provided, however, that after the Closing, any confidential information included in the Assets, the Deposits or the Other Liabilities or obtained pursuant to this Agreement shall be deemed to be Evaluation Information (as defined in the Confidentiality Agreement. In addition, notwithstanding any provision ) of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the CompanyNational Australia Bank and Purchaser, which consent shall not be unreasonably withheld Purchaser may use or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilitiesdisclose as it deems fit. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Purchaser or its agents or representatives shall affect the representations and warranties of Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From Between the date of this Agreement and after the Closing Date, Sellers Purchaser shall give Buyer and Buyer's Representatives reasonable access during normal business hours be entitled to designate one of its employees as an observer on the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to Seller Credit Committee with jurisdiction over Colorado lending. Purchaser may change the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall designated observer from time to time reasonably request by giving Seller notice to such effect. Seller shall invite and permit such observer to discuss attend all meetings of such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access Seller Credit Committee to the Company's independent auditors' working papers pertaining same extent as other members of such Seller Credit Committee. Seller shall give such observer copies of all notices (including meeting notices), minutes, consents and other material that it provides to the Business or members of such Seller Credit Committee at the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for time such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect copies are provided to such items, the Acquired Assets or Assumed Liabilitiesmembers. Buyer shall, and Such observer shall cause each be entitled to participate in discussions of its Affiliates to, cooperate with Sellers as may reasonably matters brought to such Seller Credit Committee but shall be requested by Sellers for such purposesnon-voting.

Access. (a) Subject to applicable Law, from the date hereof until the Closing Date, the Sellers : (i) shall give Buyer and its Representatives reasonable access during normal business hours to the offices, assets, contracts, properties, officers, employees, accountants, auditors, counsel (other than counsel to the Sellers in connection with the CCAA Proceeding) and other representatives, books and records records, of the Company Sellers and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental mediatheir Affiliates, including air, soil, surface water or groundwater, the Books and Records; (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons Persons reasonably request, and ; (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors of the Sellers and their Affiliates to cooperate reasonably with Buyer in its investigation of the business Business; and (iv) shall, upon reasonable request of Buyer, use reasonable best efforts to provide Buyer with access to their customers, suppliers, vendors, distributors, manufacturers and other Persons with whom the Business has had material dealings to the extent relating to the Transferred Entities, the Transferred Assets or the Assumed Liabilities. No investigation by Buyer prior to or after the date of this Agreement shall diminish or obviate any of the Company and its Subsidiariesrepresentations, warranties, covenants or agreements of the Sellers contained in this Agreement. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersDIP Term Sheet. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to Date until the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit conclusion of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing DateCCAA Proceeding, Buyer shall give the Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to their respective Transferred Assets, Transferred Entities and Assumed Liabilities, for the Excluded Assets and Excluded Liabilities andpurposes of (i) the preparation or amendment of Tax Returns, (ii) the determination of any matter relating to the extent that rights or obligations of the Sellers retain or any Liabilities with respect of their Affiliates under this Agreement, or (iii) as is necessary to such itemsadminister, or satisfy their obligations in connection with, the Acquired Assets or Assumed LiabilitiesCCAA Proceeding. Buyer shall, and shall cause each of its controlled Affiliates to, cooperate with the Sellers as may reasonably be requested by the Sellers for such purposes. Any other provision of this Agreement notwithstanding, the Sellers’ rights under this Section 6.3 are fully assignable by the Sellers to any estate representative, including an official committee, trustee, litigation trust or similar Person empowered by the CCAA Court or applicable Law to discharge any administrative rights or duties in the CCAA Proceeding. For the avoidance of doubt, nothing in this Section 6.3(b) shall require Buyer to take any such action if (i) such action may result in a waiver or breach of any attorney/client privilege, (ii) such action could reasonably be expected to result in violation of applicable Law or Order, or (iii) providing such access or information would be reasonably expected to be disruptive to its normal business operations.

Access. (a) Subject to applicable Law, from From the date hereof until and prior to the Closing DateClosing, Sellers (i) Seller shall, and shall give Buyer cause the ▇▇▇▇▇▇ Entities to, provide Purchaser and its Representatives reasonable access representatives, during normal regular business hours and upon reasonable notice, with such information in respect of the ▇▇▇▇▇▇ Entities and the transactions contemplated by this Agreement, and with such access to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries▇▇▇▇▇▇ Entities, as Purchaser may from time to time reasonably request; provided, however, that Buyer's inspection of Sellers' properties shall not, without Seller and the consent of the Company, which consent ▇▇▇▇▇▇ Entities shall not be unreasonably withheld obligated to provide Purchaser with any information relating to trade secrets or delayedto provide access to or to disclose information where such access or disclosure would violate any law, rule, regulation, Order, fiduciary duty to any partners or the term of any Contract, or adversely affect the ability of Seller, any ▇▇▇▇▇▇ Entity or any of their respective affiliates to assert attorney-client, attorney work product or other similar privilege; and provided, further, that in no event shall such access include the access to Seller’s facility located at ▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ or with respect to any facility or property of Seller, “Phase II” or other environmental testing or sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation properties of the business ▇▇▇▇▇▇ Entities. Any disclosure whatsoever during such investigation to Purchaser shall not constitute an enlargement of the Company and its Subsidiariesor additional representations or warranties of Seller beyond those specifically set forth in this Agreement. All such information and access shall be provided subject to the provisions terms and conditions of the letter agreement, dated October 8, 2004, between Purchaser and SPX, as amended (the “Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii”), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after Seller shall reasonably assist Purchaser in connection with Purchaser’s retaining Seller’s accountants to audit the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the ▇▇▇▇▇▇ Business, including executing consents or waivers necessary for Seller’s accountants to perform such audit. Seller shall afford its auditors (or such other auditors as Purchaser may select) such access as is reasonably necessary for the performance of such audit; provided, however, that it is understood that such audit may not be completed until after consummation of the transactions contemplated hereby and that in no event will the audit be a condition to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent consummation of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purposetransactions contemplated hereby. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

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

Access. (a) Subject to applicable Law, During the period from the date hereof until of this Agreement to the earlier of the Closing Dateand the date that this Agreement is terminated in accordance with its terms, Sellers (i) Seller shall give grant or cause to be granted to Buyer and its Representatives financing sources and their authorized representatives (including accountants, consultants and attorneys) reasonable access access, during normal business hours and upon reasonable notice, to the officespersonnel, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records (including the records of independent certified public accountants) of Seller and its Subsidiaries relating to the Company and Enterprise Group (including the Purchased Assets) that are in the possession or under the control of Seller or its Subsidiaries; provided, however, provided that Buyer's inspection (i) such access does not unreasonably interfere with the normal operations of Sellers' properties shall not, without the consent Seller or any of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwaterits Affiliates, (ii) such access shall furnish occur in such a manner as Seller reasonably determines to Buyer be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and its Representatives the information sought, (iii) all requests for access shall be directed to R▇▇▇▇▇ ▇▇▇▇▇▇▇▇, G▇▇▇▇▇▇ ▇▇▇▇▇▇, M▇▇▇ ▇▇▇▇▇ or such financial, operating and property related data and other information individuals as such persons reasonably requestSeller may designate in writing from time to time, and (iiiiv) nothing herein shall instruct the Company's and require Seller or any of its Subsidiaries' employeesSubsidiaries to provide access to, counsel and financial advisors or to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such disclose any information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contraryto, Buyer shall, with if such access or disclosure would be in violation of applicable laws or regulations of any Governmental Entity (including the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers HSR Act and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets anti-competition laws or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections laws regarding employee rights of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(iiprivacy) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities andor, to the extent it relates to any contract or agreement with Google, unless Seller has received Google’s prior written consent thereto; provided further that Sellers retain Buyer is not authorized to, and Buyer shall not (and Buyer shall not permit any Liabilities of its or its financing sources employees, representatives or Affiliates to), without the presence of Evercore Partners, contact any officer, director, employee, supplier, distributor, lessee, lessor, licensee, licensor, lender, customer or other material business relation of Seller or any of its Affiliates prior to the Closing without the prior written consent of Seller (provided that the foregoing shall not restrict contacts in the ordinary course of business (including by DevShed or other portfolio company of any financing source of Buyer) that are not related to or in connection with respect the transactions contemplated by this Agreement and do not make any reference to such items, the Acquired Assets or Assumed Liabilitiestransactions contemplated by this Agreement). Buyer shall, and shall cause each of its Affiliates and financing sources and its and their agents and representatives to, cooperate abide by the terms of the Confidentiality Agreement with Sellers as may reasonably be requested by Sellers for respect to such purposes.access and any information furnished to any of the foregoing pursuant to this Section 3A.

Access. (a) Subject to applicable Law, For a period of six (6) years from the date hereof until the Closing Date, Sellers (i) shall give Buyer and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the officesextent necessary in connection with Seller’s or its Subsidiaries’ preparation or amendment of Tax Returns, facilitiesclaims or obligations relating to Excluded Liabilities, plantsin each case, propertiesother than any Claims arising from disputes with respect to any Transaction Agreement or by or against any Buyer Indemnified Party, officerspreparation of financial statements, employeesU.S. Securities and Exchange Commission or bank regulatory reporting obligations, books and records or the determination of Sellers pertaining any matter relating to the Businessrights or obligations of Seller or any of its Subsidiaries in relation to a third party, upon reasonable prior notice, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating except as otherwise provided in this Agreement and other information pertaining to the Business as Buyer's Representatives shall from time extent necessary to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Businessensure compliance with any applicable Law, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with preserve any applicable legal privilege (including the consent of the Company, which consent shall not be unreasonably withheld attorney-client privilege) or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking comply with any study relating to Sellers' compliance with Lawscontractual confidentiality obligations, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of the Transferred Entities to (A) afford each Seller Party and its Representatives and their respective Affiliates reasonable access, during normal business hours, to the books and records of the Business in respect of the Transferred Entities and the Business, the Transferred Assets and the Assumed Liabilities and (B) furnish to each Seller Party and its Representatives and their respective Affiliates such additional existing financial and other existing information regarding the Transferred Entities, their respective Affiliates, the Business, the Transferred Assets and the Assumed Liabilities as any Seller Party or its Representatives may from time to time reasonably request, in each case of clauses (A) and (B), to the extent such books, records and information relate to the Pre-Closing Period; provided, however, that, in each case of clauses (A) and (B), such access shall not unreasonably interfere with the business or operations of Buyer or any of its Affiliates; and provided, further, that the auditors and accountants of Buyer or its Affiliates toshall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants; and provided, cooperate with Sellers as may reasonably be further that nothing in this Agreement shall limit or expand Seller’s or any of its Subsidiaries’ rights of discovery. (b) If so requested by Sellers Buyer, Seller or one of its Affiliates, as the case may be, shall enter into a customary joint defense agreement or common interest agreement with Buyer and its Affiliates with respect to any information to be provided to Seller or its Subsidiaries pursuant to Section 7.01(a). (c) Subject to Section 6.03(a), Buyer agrees that it shall preserve and keep all books and records in respect of the Business in the possession or control of Buyer or its Affiliates for a period of six (6) years from the Closing Date. (d) For a period of six (6) years from and after the Closing Date, to the extent necessary in connection with a Party’s or its Subsidiaries’ preparation or amendment of Tax Returns, claims or obligations relating to Assumed Liabilities or Excluded Liabilities, as applicable, in each case, other than any Claims arising from disputes with respect to any Transaction Agreement or by or against any Buyer Indemnified Party, in the case of Seller, or any Seller Indemnified Party, in the case of Buyer, preparation of financial statements, U.S. Securities and Exchange Commission or bank regulatory reporting obligations, or the determination of any matter relating to the rights or obligations of a Party or any of its Subsidiaries in relation to a third party, each Party will make available to the other Party and its Representatives and their respective Affiliates those employees of the providing Party or its Subsidiaries whose assistance, expertise, testimony, notes or recollections or presence are reasonably necessary to assist such receiving Party, its Representatives or their respective Affiliates in connection with its inquiries for any purpose referred to above, including, subject to payment of reasonable and customary per diems, the presence of such persons for interviews and depositions and as witnesses in hearings or trials for such purposes.

Access. (a) Subject to applicable Law, from For a period that is the shorter of that period required by Sellers’ record retention policy on the date hereof until of this Agreement, the Wind-Up Date or five (5) years following the Closing Date, in order to facilitate Sellers ’ efforts to (i) administer and close the Bankruptcy Cases, including for purposes of administering and closing any insurance claims and any Actions to which any Seller or any of its Subsidiaries is a party (other than in connection with any Action with Buyer), (ii) prepare Tax Returns, upon reasonable prior written notice, (iii) as is otherwise reasonably necessary pursuant to Legal Requirements, or (iv) for any other bona fide business purpose, except as could reasonably be expected to (w) create liability for Buyer or its Affiliates under, or violate, any applicable Law or an Order of the Bankruptcy Court or waive any applicable privilege (including the attorney-client privilege), (x) result in the discharge of any trade secrets of Buyer, its Affiliates or any other Person to any third-party, (y) violate any contractual obligations or (z) in the reasonable judgment of Buyer, is reasonably likely to result in significant competitive harm to Buyer or any of its Affiliates, Buyer shall, and shall give cause its respective Affiliates and Representatives to (at Sellers’ sole cost and expense), upon reasonable prior written notice, allow Sellers and their respective Representatives access to the books, records and employees of the Sellers transferred to Buyer pursuant to this Agreement if and its Representatives reasonable access to the extent relating to periods prior to the Closing, during normal business hours hours; provided, that as a condition to receiving any such information, Buyer may require that any Seller or Representative of any Seller receiving information pursuant to this Section 7.01 sign a confidentiality and non-disclosure agreement with respect to such information, in a form reasonably acceptable to Buyer; provided, further, that the auditors and accountants of Buyer or its Affiliates shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. Notwithstanding anything herein to the officescontrary, propertiesBuyer shall not be required to provide access or make any disclosure to Sellers or their respective Representatives pursuant to this Section 7.01 to the extent that such access or information is reasonably pertinent to an Action where Seller or any of its Affiliates, officerson the one hand, employeesand Buyer or any of its Affiliates, accountantson the other hand, auditorsare adverse parties (which will be governed by applicable Law and rules of discovery). Any access or investigation contemplated by this Section 7.01 shall not unreasonably interfere with any of the businesses, counsel personnel or operations of any of the Sellers or any of their respective Affiliates or the Business. (b) The Parties acknowledge and other representativesagree that after the Closing, B▇▇▇▇ will possess all books and records from the Sellers, including those books and records that are related to the Retained Businesses, the Excluded Assets and the Excluded Liabilities (solely to the extent related to the Retained Businesses, the Excluded Assets and the Excluded Liabilities, the “Retained Businesses Information”). Except as provided herein, B▇▇▇▇ agrees that Buyer shall not use Retained Businesses Information and shall, and shall direct its respective Representatives, Affiliates, successors and assigns to, treat as confidential and hold in strict confidence, and not disclose or use, any and all non-public information included in the Retained Businesses Information, and prevent the unauthorized use, dissemination or disclosure of the Company and its Subsidiariessuch information; provided, however, that Buyer's inspection of Sellers' properties shall notBuyer and its Affiliates may use the Retained Businesses Information for bona fide business purposes relating to the Business (or any successor thereto) or as reasonably necessary pursuant to Legal Requirements, without including (i) to facilitate the consent of the Companyinvestigation, which consent shall not be unreasonably withheld litigation, or delayed, include the environmental sampling final disposition of any environmental media, including air, soil, surface water claim that may have been or groundwater, may be made in connection with the Transactions Agreements or the Transactions or (ii) shall furnish to Buyer and its Representatives such financialfacilitate the preparation of materials necessary for any Tax filing or filing made with a regulatory authority or the preparation of any Tax Return, operating and property related data and or to respond to any audit, inquiry, or proceeding or other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders action with respect to any Acquired Assets Tax Return or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyerany other audit, at Buyer's requestexamination, in or proceeding of any such negotiationsGovernment Authority. It is further acknowledged and understood agreed that no investigation by Buyer the foregoing shall not prohibit the disclosure or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after Retained Businesses Information in accordance with the Closing Dateterms of the Transaction Agreements. Prior to the Closing, Sellers shall give Buyer may make copies of all Retained Businesses Information and Buyer's Representatives reasonable access during normal business hours retain such copies, subject to the officesconfidentiality obligations set forth in Section 6.04(b) and, facilitiesfollowing the Closing, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including have access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining in Buyer’s possession, pursuant and subject to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesSection 7.01(a).

Access. (a) Subject Prior to applicable Law, from the date hereof until the Closing DateDate TGR will or will cause the Company to, Sellers upon reasonable notice and request, (i) shall give Buyer the Purchaser and its Representatives authorized representatives and advisors (collectively, "Representatives") reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel all properties and other representatives, books facilities and records Books and Records of the Company Company; (ii) permit the Purchaser and its SubsidiariesRepresentatives to make such inspections thereof during normal business hours as the Purchaser may reasonably require, including, to the extent required to provide for the transition in handling of administrative functions, an internal control review and systems review by the internal auditing department of the Purchaser; and (iii) cause its employees and advisors to furnish to the Purchaser and its Representatives on a timely basis such information with respect to the Company as the Purchaser or its Representatives will from time to time reasonably request, which will be furnished solely to persons approved by TGR in a format agreed upon by the parties. In the event that as a result of any such investigation any of the officers of the Purchaser receive notice of material facts which, based on information actually known to them, they and the Purchaser will reasonably determine would be required to be disclosed in the Schedules and are not so disclosed, the Purchaser will use reasonable best efforts promptly to inform TGR of such facts; provided, however, that Buyer's inspection neither the Purchaser nor any of Sellers' properties shall not, without the consent its Representatives will have any obligation to make any inquiry in respect of the Companyforegoing; provided, which consent shall not be unreasonably withheld however, that no such investigation or delayedknowledge heretofore or hereafter made or acquired will in any event constitute or result in any waiver of, include the environmental sampling of or otherwise affect, any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business representations, warranties, covenants or conditions contained herein, all of which, together with all of the Company and its Subsidiaries. All such information shall be provided subject Purchaser's rights hereunder to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders indemnification with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyerthereto, at Buyer's request, in will survive any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; knowledge and the Company acknowledges that information or access may be requested Purchaser will have full and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours absolute rights to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each enforce all of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesrights hereunder.

Access. (a) Subject to applicable Law, from Each RDI Company and the date hereof until Stockholders shall permit Bluegreen and the Closing Date, Sellers (i) shall give Buyer and its Representatives their counsel and other representatives access, upon reasonable access notice and during normal business hours hours, throughout the period prior to the officesClosing, to all of the properties, officersbooks, employeescontracts, accountants, auditors, counsel and other representatives, books commitments and records of the RDI Companies and AmClub and to any key employees, officers, advisors and consultants of any RDI Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties AmClub and shall not, without furnish Bluegreen and the consent Buyer during such period all such information concerning the business affairs of the CompanyRDI Companies and AmClub as the Buyer or its counsel and other representatives may reasonably request. If the transactions contemplated by this Agreement are not consummated, which consent all confidential or proprietary information furnished by the Stockholders shall be kept in strict confidence and shall not be unreasonably withheld used or delayed, include disclosed by Bluegreen or the environmental sampling of Buyer or any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably requestrecipient, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; Bluegreen and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates such recipient to, cooperate return to the Stockholders all copies of documents or records furnished hereunder; provided, however, that the restriction on disclosure and use of such confidential or proprietary information shall not apply to information which (a) is lawfully and independently obtained by Bluegreen or the Buyer from a third party which is not, to Bluegreen's knowledge, breaching a confidentiality agreement with Sellers as may reasonably be requested respect to such information, (b) was known by Sellers for Bluegreen or the Buyer prior to its disclosure by the Stockholders or any of the RDI Companies, (c) is in the public domain or enters into the public domain through no fault of Bluegreen or the Buyer, or (d) is independently developed by Bluegreen or the Buyer without reference to information provided by the Stockholders. No investigation or findings of Bluegreen or the Buyer shall diminish or affect the representations and warranties of the Stockholders in this Agreement or in any other Transaction Document or relieve any Stockholder of any of such purposesStockholder's indemnification obligations respecting the representations and warranties of the Stockholders set forth in Article 3.

Access. Prior to the Closing, Seller shall afford to the Buyer (a) Subject to applicable Law, from the date hereof until the Closing Date, Sellers (i) shall give Buyer and its Representatives officers, attorneys, accountants and other authorized representatives), upon reasonable notice, free and full access during normal usual business hours to the its offices, propertiespersonnel, officers, employees, accountants, auditors, counsel and other representativesFacilities, books and records and other data, financial or otherwise, so that Buyer may have full opportunity to make such investigation as it shall desire of the Company Real Property, Assets, business and its Subsidiaries; providedoperations of Seller, however, provided that Buyersuch investigation shall not unreasonably interfere with Seller's inspection of Sellers' properties shall not, without the consent operations. The scope of the Companyinvestigation will include, which consent shall but not be unreasonably withheld or delayedlimited to, include a verification of Seller's Financial Statements and a review of Seller's control procedures, regulatory compliance, each School Facility, material contracts, litigation and tax returns for prior years. Duly authorized representatives of the environmental sampling Buyer shall also be entitled to discuss with officers of any environmental mediaSeller, including airits counsel, soilemployees and independent public accountants, surface water or groundwaterall of its books, (ii) shall records and other corporate documents, contracts, pricing and service policies, commitments and future prospects. Representatives of Seller will furnish to Buyer and its Representatives such financialother persons, operating copies of all materials relating to the business affairs, operations, School Related Assets and property related data liabilities of Seller which may be reasonably requested from time to time and other information as such persons reasonably request, will cause representatives and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors employees of Seller to cooperate reasonably with assist Buyer in its investigation of the business matters relative to Seller. All information obtained by Buyer, EMI or any of their officers, directors, employees, lender, investors, agents and other representatives (the "Buyer's Representatives") in connection with the transactions contemplated by this Agreement or in the course of their investigations of the Company and its Subsidiaries. All such information Seller, whether obtained before or after the date of this Agreement (the "Evaluation Material") shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality used only in connection with this Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's requestand, in any such negotiations. It is acknowledged the event the transactions provided for in this Agreement are not consummated, each of Buyer and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer EMI and Buyer's Representatives reasonable access during normal business hours to shall agree or be instructed, as the officescase may be, facilitiesthat all Evaluation Material will be otherwise kept strictly confidential, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect practicable, returned to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesSeller.

Access. (a) Subject Seller shall, and shall cause any tenant at the Property to, afford to applicable Law, from the date hereof until the Closing Date, Sellers (i) shall give Buyer Purchaser and its Representatives reasonable access accountants, counsel, financial advisors and other representatives, and to prospective lenders and each of their respective representatives, full access, during normal business hours upon reasonable notice throughout the period prior to the officesClosing, propertiesto the Property, officersContracts, employees, accountants, auditors, counsel and other representatives, books any commitments and records of relating to the Company and its SubsidiariesProperty and, during such period, shall furnish promptly such information concerning the Property as Purchaser shall reasonably request; provided, however, that Buyer's inspection of Sellers' properties such investigation shall notnot unreasonably disrupt Seller’s tenant’s operations. Prior to the Closing, without Seller shall generally keep Purchaser informed as to all material matters involving the consent ownership, occupancy and leasing of the CompanyProperty. Seller shall authorize and direct the appropriate Trustees, which consent managers and employees of Seller, as the case may be, to discuss matters involving the ownership, occupancy and leasing of the Property with representatives of Purchaser, Parent and their prospective lenders. All nonpublic information provided to, or obtained by, Purchaser or Parent in connection with the transactions contemplated hereby shall be confidential; provided that Purchaser, Parent and Seller may disclose such information as may be necessary in connection with seeking necessary consents and approvals as contemplated hereby. Notwithstanding the foregoing, Seller shall not be unreasonably withheld required to disclose any information if such disclosure would contravene any applicable Law. No information provided to or delayed, include the environmental sampling of any environmental media, including air, soil, surface water obtained by Purchaser or groundwater, (ii) Parent pursuant to this Section 7.1 shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver limit or otherwise affect any representation, warranty the remedies available to Purchaser and / or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study Parent to seek indemnification pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use Article X of the Acquired Real Asset Purchase Agreement, or the representations or warranties of, or the conditions to the obligations of, the parties hereto or thereto. Purchaser shall cause the Title Company to deliver a copy of the title binder on the Property by Sellersto be delivered to the Seller. (b) From Purchaser and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit Purchaser’s consultants have conducted a “Phase I” environmental Site Assessment of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; Facility (ii“Purchaser’s Environmental Assessment”) undertaking, with the consent and a structural condition assessment of the Company, which consent shall Facility (“Purchaser’s Structural Condition Assessment”). Purchaser has received reports of Purchaser’s Environmental Assessment and Purchaser’s Structural Condition Assessment and has accepted the reports and any conditions disclosed therein and will not be unreasonably withheld or delayed, require any study action on the part of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purposeSeller in connection therewith. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject to applicable Law, from During the period commencing on the date hereof until of this Agreement and continuing through the Closing Date, Sellers Seller will (i) shall give Buyer afford to Purchaser and its Representatives reasonable full and complete access to personnel, properties, contracts, books and records, and other documents and data, of Seller with respect to Metalsco, Skyliner, NSA and the Business and of Metalsco, Skyliner, NSA and the Business, which shall be done only during normal business hours of the Business, with reasonable prior notice to Seller and under the offices, properties, officers, employees, accountants, auditors, counsel supervision of representatives of Seller (ii) furnish Purchaser and other representativesits Representatives with copies of all such contracts, books and records of the Company and its Subsidiaries; providedrecords, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information similar documents and data as such persons Purchaser may reasonably request, and (iii) shall instruct the Company's furnish Purchaser and its Subsidiaries' employeesRepresentatives with or permit Purchaser or its Representatives to obtain such additional financial, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers operating and other partners, parties to the Assumed Contracts data and lenders information with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations Business and agrees to cooperate with Buyer, at Buyer's the Unwanted Property as Purchaser may reasonably request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours Immediately prior to the officesClosing, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shallSeller will perform a physical inspection, and shall cause each invite Purchaser to be present and to verify such physical inspection, of their Affiliates toall Inventories, cooperate with Buyer as may reasonably be requested by Buyer and shall provide the results thereof to Purchaser for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit use in the preparation of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purposeClosing Balance Sheet. (c) From Purchaser acknowledges that the covenants of Seller set forth in this Section 5.1 are solely for the purposes of allowing Purchaser and after its Representatives to (i) continue to familiarize itself with the Closing Date, Buyer Business and the Assets used in or in connection with the Business and the operation thereof and (ii) determine the accuracy of the representations and warranties of Seller set forth herein and in the Related Agreements; it being understood that the continuing examination provided for in this Section 5.1 shall give Sellers and Sellers' Representative reasonable access during normal business hours not in any manner affect Seller's (d) During any examination by Purchaser pursuant to the books provisions of this Section 5.1, Purchaser shall not disrupt or adversely affect any aspect of the operations of the Business. Any and records pertaining all rights of Purchaser pursuant to Section 5.1 shall be conditioned and contingent upon Purchaser's full and complete compliance with the Excluded Assets and Excluded Liabilities and, confidentiality restrictions referred to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesin Section 12.3.

Access. (a) Subject From the date of this Agreement until the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Lawlaws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations (other than contractual confidentiality obligations under Assumed Station Contracts or Shared Contracts for which Shared Contract Station Rights are to be included in the Purchased Assets; provided that Buyer shall be granted access hereunder to such Shared Contracts only to the extent such Shared Contracts relate to the Stations), Sellers shall, and shall cause the Companies to (i) afford Buyer reasonable access, during normal business hours, to the personnel, offices, personnel records, properties, books and records of Sellers and the Companies and (ii) furnish to Buyer such additional financial and operating data and other information regularly prepared by Sellers or the Companies, (iii) afford Buyer reasonable access to the Business Employees and the collective bargaining agents thereof for purposes of communicating Buyer's intentions regarding the terms and conditions of employment following Closing, in the case of clauses (i), (ii) and (iii) regarding the Stations and the Assets, as Buyer may from time to time reasonably request; provided, however, that such requests shall not unreasonably interfere with any of the businesses or operations of NBCU, Sellers or any of their Affiliates; and provided further that the auditors and accountants of NBCU, Sellers or any of their Affiliates shall not be obliged to make any work papers (to the extent extant) available to any Person unless and until such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants; and provided further, that prior to such access, all such consultants shall execute Sellers' standard insurance and indemnity agreement. Sellers acknowledge that no investigation by Buyer or its representatives or advisors after the date of this Agreement shall limit Sellers' liability with respect to its representations and warranties under this Agreement. Without limiting the generality of the foregoing, from the date hereof until the Closing DateClosing, Sellers (i) Sellers shall give promptly deliver to Buyer true and its Representatives reasonable access during normal business hours complete copies of all monthly and quarterly financial statements and operating reports with respect to the offices, properties, officers, employees, accountants, auditors, counsel business and other representatives, books and records operation of the Company and its Subsidiaries; providedStations that are prepared in the normal course within thirty (30) days after the end of each such fiscal month or fiscal quarter, however, that as applicable. Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish access rights with respect to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided personnel records is subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision Section 5 of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersEmployee Matters. (b) From and after the Closing Date, in connection with any reasonable purpose relating to the Retained Obligations, the Excluded Assets, the Company Retained Assets or the ownership of the Purchased Assets prior to the Closing or the rights or obligations of Sellers or any of their Affiliates under this Agreement or any of the Ancillary Agreements, upon reasonable prior notice and except as determined in good faith to be appropriate to ensure compliance with any applicable Legal Requirement and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, Buyer shall, and shall give Buyer cause its Affiliates and Buyer's Representatives its representatives to, (i) afford the representatives of Sellers and their Affiliates reasonable access access, during normal business hours hours, to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining Buyer and its Affiliates in respect of the Stations, the Companies and the Assets, (ii) furnish to the Business, representatives of Sellers and Sellers shall cause their Representatives to furnish to Buyer Affiliates such financial, technical, operating additional financial and other information pertaining to regarding the Business Stations, the Companies and the Assets as Buyer's Representatives shall Sellers or their representatives may from time to time reasonably request and (iii) make available to discuss the representatives of Sellers and their Affiliates the employees of Buyer and its Affiliates in respect of the Stations, the Companies and the Assets whose assistance, expertise, testimony, notes and recollections or presence is necessary to assist Sellers in connection with Sellers' inquiries for any of the purposes referred to above, including the presence of such information individuals as witnesses in hearings or trials for such purposes; provided, however, that such requests shall not unreasonably interfere with the business or operations of Buyer or any of its Affiliates; and provided further that the auditors and accountants of Buyer or its Affiliates shall not be obligated to make any work papers (to the extent extant) available to any Person unless and until such RepresentativesPerson has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. Sellers shallshall reimburse Buyer for all reasonable and necessary out-of-pocket expenses incurred in connection with the performance of its obligations under this Section 5.2(b). (c) Notwithstanding anything in this Agreement to the contrary, Sellers shall not be required, prior to the Closing, to disclose, or cause the disclosure of, to Buyer or its Affiliates or representatives (or provide access to any offices, properties, books or records of Sellers or any of their Affiliates that could result in the disclosure to such Persons or others of) any confidential information relating to trade secrets, proprietary know-how, processes or patent, trademark, trade name, service ▇▇▇▇ or copyright applications or product development, or pricing and marketing plans, nor shall Sellers be required to permit or cause others to permit Buyer or its Affiliates or representatives to have access to or to copy or remove from the offices or properties of Sellers or any of their Affiliates any documents, drawings or other materials that might reveal any such confidential information. (d) Notwithstanding anything in this Agreement to the contrary, Buyer shall not be required, after the Closing, to disclose, or cause the disclosure of, to Sellers or their Affiliates or representatives (or provide access to any offices, properties, books or records of Buyer or any of its Affiliates that could result in the disclosure to such Persons or others of) any confidential information relating to trade secrets, proprietary know-how, processes or patent, trademark, trade name, service ▇▇▇▇ or copyright applications or product development, or pricing and marketing plans, nor shall Buyer be required to permit or cause others to permit Sellers or their Affiliates or representatives to have access to or to copy or remove from the offices or properties of Buyer or any of its Affiliates any documents, drawings or other materials that might reveal any such confidential information. (e) Notwithstanding anything to the contrary contained herein, this Section 5.2 shall not apply to Tax matters relating to the Purchased Assets or the Companies. (i) Sellers shall retain KPMG to provide their audit report to Buyer as soon as practicable, and shall use commercially reasonable efforts to cause each KPMG to provide their audit report to Buyer within 40 days following the signing of their Affiliates tothis Agreement, together with financial statements for the year ended December 31, 2005 for the Stations in a form that is acceptable to the Securities and Exchange Commission (the "SEC") (collectively, the "Audited Financial Statements"). Sellers shall provide to Buyer as soon as practicable, and shall use commercially reasonable efforts to provide to Buyer within 40 days following the signing of this Agreement, the unaudited balance sheet as of March 31, 2006 and the statement of income and statement of cash flows for the three-month period ending March 31, 2006 for the Stations (collectively, the "Unaudited Interim Period Financial Statements"). However, if the Closing occurs after June 30, 2006, Sellers shall provide appropriate financial statements for the period required by Rule 3-05(b) of Regulation S-X and prepared in accordance with this Section 5.2(f)(i). The Audited Financial Statements shall be audited by KPMG. The Audited Financial Statements shall be presented in accordance with GAAP, consistently applied. Sellers shall use commercially reasonable efforts to cause KPMG to provide, in connection with the Audited Financial Statements, KPMG's unqualified opinion (and any consents related thereto that may be required by Buyer) on the Audited Financial Statements. The Unaudited Interim Period Financial Statements shall be prepared in accordance with GAAP, consistently applied and shall present fairly, in all material respects, the financial position, results of operations and cash flows of the Stations as of the dates indicated and for the periods presented in conformity with GAAP, except for the absence of footnotes and subject to normal year end adjustments. The delivery to Buyer of the Audited Financial Statements, the Unaudited Interim Period Financial Statements and the opinion of KPMG on the Audited Financial Statements shall not be conditions to the Closing. (ii) Sellers shall cooperate with Buyer with respect to any reasonable request in connection with the obligations of Buyer to prepare and file with the SEC the financial information required to be included by Buyer in its current and periodic reports filed under the Securities Exchange Act of 1934, as amended, and in registration statements and prospectus supplements filed under the Securities Act of 1933, as amended, by: (A) providing to Buyer the relevant financial statements and records, documents and information that is available to Sellers, the Companies and their respective Affiliates and making available the employees of the Stations, TVSD and NBCU who have knowledge thereof, in each case as may reasonably be requested by Buyer Buyer; (B) requesting, in conjunction with Buyer, KPMG to provide such customary consents, comfort letters and documents that may be required or reasonably necessary; and (C) providing to Buyer's employees and independent accountants such access, information and records as they may reasonably request for purposes of (i) enabling an independent accounting firm selected the foregoing; provided that all such cooperation shall be provided by Buyer reasonable access, during normal business hours, to conduct an audit the personnel of the BusinessStations, TVSD and NBCU and the documents, information and books and records of Sellers, the Companies and their Affiliates. The auditors and accountants of NBCU (including access to the Company's independent auditors' working papers pertaining to the Business KPMG), Sellers or the Assets; (ii) undertaking, with the consent any of the Company, which consent their Affiliates shall not be unreasonably withheld obliged to make any work papers (to the extent extant) available to any Person unless and until such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or delayedaccountants; provided that prior to such access, any study of the condition or value of the Acquired Assets including any environmental assessment; all such Persons shall execute Sellers' standard insurance and indemnity agreement. (iii) undertaking any study relating to Sellers' compliance Buyer shall pay all reasonable and necessary out-of-pocket expenses incurred by Sellers and their Affiliates in connection with Lawsthe performance of their obligations under this Section 5.2(f), including Environmental Laws; the fees and the Company acknowledges that information or access may expenses of KPMG, which shall be requested and used for such purpose. subject to Buyer's prior consent (c) From and after the Closing Date, Buyer shall give not to be unreasonably withheld). Sellers and Sellers' Representative reasonable access during normal business hours their Affiliates shall not be required under this Section 5.2(f) to the books and records pertaining give any representations, warranties, covenants or indemnities to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesBuyer.

Access. (a) Subject to applicable Law, During the period from the date hereof until of this Agreement to the earlier of the Closing Dateand the date that this Agreement is terminated in accordance with its terms, Sellers (i) the Sellers shall give grant to Buyer and its Representatives authorized representatives reasonable access access, during normal business hours and upon reasonable notice, to the officespersonnel, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, Subsidiaries that Buyer's inspection of Sellers' properties shall not, without are in the consent possession or under the control of the Company, which consent shall not be unreasonably withheld Company or delayed, include any of its Subsidiaries for purposes relating to the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation transition of the business Assets to Buyer; provided that (i) such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries. All , (ii) such information access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement, (iii) all requests for access shall be provided subject directed to such Person as the Company may designate in writing from time to time, who shall initially be ▇▇▇▇ ▇▇▇▇▇ (the “Designated Contact”), and (iv) nothing herein shall require the Sellers to provide access to, or to disclose any information to, Buyer if such access or disclosure (x) would cause significant competitive harm to the Company or any of its Subsidiaries if the transactions contemplated by this Agreement are not consummated or (y) would be in violation of applicable Legal Requirements of any Governmental Entity (including the HSR Act and other antitrust laws) or the provisions of any agreement to which the Confidentiality AgreementCompany or any of its Subsidiaries is a party. In addition, notwithstanding any provision At the request of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders (with respect to any Acquired Assets or Assumed Liabilities. The particular agreement), the Company shall have the right use its commercially reasonable efforts to participate obtain all necessary waivers of confidentiality provisions in its agreements with third parties so that Buyer may review such negotiations and agrees agreements prior to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours (to the officesextent permitted by applicable Legal Requirements). Other than the Designated Contact or as expressly provided in this Agreement, facilities, plants, properties, officers, employees, books Buyer is not authorized to and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, not (and shall cause each of their its employees, agents, representatives and Affiliates not to) contact any officer, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit director, employee, manager, customer, supplier, distributor, lessee, lessor, lender or other material business relation of the Business, including access Company or any of its Subsidiaries prior to the Company's independent auditors' working papers pertaining to Closing without the Business or the Assets; (ii) undertaking, with the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed LiabilitiesDesignated Contact. Buyer shall, and shall cause each of its Affiliates representatives to, cooperate abide by the terms of the Confidentiality Agreement with respect to such access and any information furnished to it or its representatives pursuant to this Section 3A. Notwithstanding the foregoing, the Sellers as may reasonably shall not be requested by Sellers for required to provide access to or disclose information if such purposesaccess or such disclosure would (1) jeopardize the attorney-client, work product or similar privilege of the Person in possession or control of such information or (2) contravene any confidentiality agreement or obligation of the Person in possession or control of such information.

Access. (a) Subject to applicable Law, from From the date hereof until the Closing DateClosing, Sellers (i) shall give Buyer and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their relevant Affiliates to, cooperate permit Buyer and its representatives to have access, including permitting Buyer’s representatives to place appropriate identification labels and tags on the Purchased Assets during regular business hours and upon reasonable advance notice, to the Assets of the Business that will be Purchased Assets, subject to reasonable rules and regulations of Sellers and any applicable Laws. No investigation or receipt of information by Buyer or any of its representatives, whether before or after the execution and delivery of this Agreement, shall diminish or obviate any of the representations, warranties, covenants or agreement of Sellers under this Agreement. In addition, Sellers shall furnish Buyer with such additional financial, operating and other relevant data and information as Buyer as may reasonably be requested by request. (b) Upon reasonable request of Sellers, Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of shall at all times following the BusinessClosing, including access to the Company's independent auditors' working papers extent permitted by Law and reasonable rules and regulations of Buyer, grant to Sellers and their representatives the right, during normal business hours, to inspect and copy the Books and Records and other documents obtained from Sellers in Buyer’s possession and to interview Hired Employees, to the extent pertaining to the Business or the Assets; (ii) undertaking, with the consent operation of the CompanyBusiness prior to the Closing Date, which consent shall not be unreasonably withheld and in connection with Actions or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and Proceedings (iiiexcept as otherwise stated in Section 8.04(c) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purposebelow). (c) From Buyer agrees to keep and after maintain all Books and Records and other documents obtained from Sellers in existence on the Closing DateDate for a period of seven years and make personnel of Buyer, Buyer shall give including Hired Employees, available to Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, or their representatives to the extent such access is reasonably related to any Retained Assets or otherwise necessary for Sellers to comply with the terms of this Agreement or comply with any applicable Law; it being understood that Sellers retain shall reimburse Buyer promptly for its reasonable and necessary out of pocket expenses incurred in complying with any Liabilities with respect to such items, the Acquired Assets request by or Assumed Liabilities. Buyer shall, and shall cause each on behalf of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesSellers.

Access. (a) Subject The Sellers, to applicable Lawthe extent within their control, from and the date hereof until Company Entities will permit the Closing Date, Sellers (i) shall give Buyer and its Representatives authorized representatives at all reasonable times, and upon reasonable notice, to have access during normal business hours to the officesand to examine all premises, properties, officersfiles, employeesbooks, documents, records, financial information (including working papers and data in the possession of the independent public accountants, auditorsinternal audit reports, counsel and "management letters" from such accountants with respect to the systems of internal control) and other representatives, books and records information of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without Entities (including the consent of the Company, which consent shall not be unreasonably withheld right to make extracts therefrom or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably requestcopies thereof), and (iii) shall instruct will cooperate with the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business Company Entities. Each of the Sellers and the Company Entities will permit representatives of the Buyer to consult with him, or its personnel, as the case may be, concerning all financial and operational matters relating to the Company Entities and will be available, or, in the case of the Company Entities, make available its personnel, to consult with such representatives on prior notice and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers ▇▇▇▇ ▇. ▇▇▇▇▇▇, who shall make reasonable accommodation to accompany TWG or its Representativesrepresentatives on the dates and times requested. All inspections shall The Company Entities will promptly furnish to the Buyer all existing surveys and title and lien searches, examinations, insurance binders and commitments as are available. The Sellers and the Company Entities will promptly furnish to the Buyer such other documents relevant to the transaction contemplated hereby as may reasonably be conducted so as not requested from time to interfere unreasonably with the use of the Acquired Real Property by Sellerstime. (b) From and Notwithstanding the Buyer's ability to continue to perform due diligence during the term of this Agreement pursuant to Section 4.2(a), above, the Buyer will confirm to the Sellers in writing within forty-five (45) days after the Closing Datedate of the last party to execute this Agreement as to whether or not additional substantial documentation will be required, Sellers shall give Buyer and and, if so, specifying the nature of the documentation required (the "Buyer's Representatives reasonable access during normal business hours to Notice"). The Sellers' Representative shall, within ten (10) days after the offices, facilities, plants, properties, officers, employees, books and records receipt of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested Notice by Buyer for purposes of its own notice in writing (the "Sellers' Notice") either (i) enabling an independent accounting firm selected by provide such documentation, but such provision shall not abrogate the Sellers' responsibility to inform the Buyer under Section 7.8 as to conduct an audit of the Businessany material adverse change, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertakingconfirm that no such documentation can be provided, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking notify the Buyer that the Sellers will not provide any study relating to further documentation. The Buyer shall, within five (5) days after receipt of the Sellers' compliance with Laws, including Environmental Laws; and Notice inform the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours in writing whether it accepts the Sellers' Notice. If the Buyer fails to respond to the books Sellers' Notice within such time period or confirms acceptance within such time period, this Agreement shall continue in full force and records pertaining to effect. If the Excluded Assets and Excluded Liabilities andBuyer informs the Sellers' Representative that it does not accept the Sellers' Notice, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, this Agreement shall terminate forthwith and shall cause each of its Affiliates to, cooperate be deemed to have terminated in accordance with Sellers as may reasonably be requested by Sellers for such purposesSection 10.1(a) hereof.

Access. (a) Subject Prior to applicable Law, from the date hereof until the Closing Date, Sellers (i) shall give Buyer and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement Morningstar has given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, Shurgard and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer continue to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shallgive, and shall cause each of its Affiliates Subsidiaries to (i) give Shurgard full access, during normal business hours, to all facilities and properties of Morningstar, (ii) furnish Shurgard with all documents and information as may be reasonably requested by Shurgard, (iii) permit Shurgard to review all of the books and records and Contracts as may be reasonably requested by Shurgard and to make copies thereof, and (iv) fully cooperate with Shurgard in their investigation and examination of Morningstar and its Subsidiaries and the business of Morningstar and its Subsidiaries. The parties hereto expressly agree that no investigation, or receipt of information provided by or on behalf of Morningstar and its Subsidiaries or review thereof, by Shurgard shall diminish or obviate, relieve Morningstar or the Morningstar Members from, or affect Shurgard's ability or right to rely on, any of the representations, warranties, covenants and agreements of Morningstar or the Morningstar Members contained in this Agreement, the Restated Operating Agreement or the Management Services Agreement. (b) In the event that the Closing under this Agreement shall not occur, Shurgard shall keep confidential and not use or disclose to any Person any information acquired by Shurgard from Morningstar pursuant to this Section 7.1 or otherwise disclosed in connection with the negotiation of this Agreement, unless Morningstar shall give its written consent to the contrary; provided, however, that the foregoing obligations of confidentiality and non-use shall not apply to any information that (i) at the time of disclosure is, or thereafter becomes, available to the public through no breach of this Agreement by Shurgard; (ii) was known to, cooperate or otherwise in the possession of, Shurgard or its Affiliates prior to the receipt of such information from Morningstar; (iii) is obtained by Shurgard from a source other than Morningstar and other than one who would be breaching a commitment of confidentiality to Morningstar by disclosing the information to Shurgard; (iv) is developed by Shurgard or its Affiliates independently of Morningstar's information; or (v) is required to be disclosed by Shurgard in connection with Sellers as may reasonably be requested by Sellers for such purposesa pending Claim.

Access. (a) Subject to applicable Law, from From and after the date hereof until through the Closing DateClosing, Sellers Seller shall (ia) shall give Buyer grant, or cause to be granted, to Purchaser and its Representatives Affiliates and their respective employees, reasonable access, upon reasonable notice and subject to Seller's reasonable safety and security policies and procedures, access during normal business hours to the officesFacility, propertiesthe Purchased Assets and the properties and assets, officers, employees, financial records (including working papers and data in the possession of Seller or its independent public accountants, auditors, counsel internal audit reports and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives “management letters” from such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders accountants with respect to Seller's systems of internal control), Contracts and other business documents, in each case to the extent Related to the Facility or related to any Acquired of the Purchased Assets or Assumed Liabilities, and employees, officers and auditors of Seller, and (b) promptly furnish or make available to Purchaser and its representatives such information concerning the Facility, the Purchased Assets or the Assumed Liabilities as Purchaser shall reasonably request. The Company All requests by Purchaser for such access shall have be directed solely to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of the right Seller. No information provided to participate in such negotiations and agrees or obtained by Purchaser pursuant to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer this Section 7.01 or other information received by Buyer otherwise shall operate as a waiver limit or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, the remedies available hereunder to Purchaser (including any inspection or study Purchaser's right to seek indemnification pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iiiArticle 9), shall be conducted in or the presence of Sellers representations or its Representatives. All inspections shall be conducted so as not warranties of, or the conditions to interfere unreasonably with the use of obligations of, the Acquired Real Property by SellersParties. (b) From and after the Closing until the 1st anniversary of the Closing Date, Sellers for the sole purpose of assisting Purchaser in operating and managing the Technology included as Purchased Assets or licensed under the Intellectual Property License Agreement, Seller shall give Buyer (i) grant, or cause to be granted, to Purchaser and Buyer's Representatives its Affiliates and their respective employees, reasonable access during normal business hours hours, upon reasonable notice and subject to Seller's reasonable safety, security, and confidentiality policies and procedures, access to RTA's smelter facilities located in Grande-Baie, Quebec, Canada, and Laterrière, Quebec, Canada, (the “Sister Facilities”), which facilities utilize similar Technology to the offices, facilities, plants, properties, officers, employees, books and records Technology used by the Facility or in the operation of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertakingprovide, or cause to be provided by RTA or its Affiliates, to Purchaser and its Affiliates and their respective employees a three-day debriefing at the Facility or one of the Sister Facilities, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; such seminar to provide Purchaser with such detailed operational performance and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities planning data with respect to the contemplated amperage increase project (including amperage and efficiency potential and low energy pot relining designs) at the Facility. The cumulative length of the visits to Seller's facilities pursuant to this clause (b) shall not exceed 20 days. All out-of-pocket costs and expenses incurred in connection with such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and visits shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested borne by Sellers for such purposesPurchaser.

Access. (a) Subject Prior to applicable Law, from the date hereof until the Closing Date, Sellers Seller shall (i) shall give Buyer and its Representatives reasonable access accounting, legal, business, environmental, engineering, intellectual property and other authorized representatives and advisors full access, during normal business hours hours, to all plants, offices, warehouses and other facilities and properties of Seller relating to the officesAssets and the Business, properties(ii) furnish Buyer and its authorized representatives and advisors with all documents and information relating to the Assets and the Business as may be reasonably requested by Buyer and its authorized representatives and advisors, officers(iii) permit Buyer and its authorized representatives and advisors to review all books, employeesrecords and Contracts relating to the Assets and the Business as may be reasonably requested by Buyer and its authorized representatives and advisors, accountantsand make copies thereof, auditors(iv) make available Seller's employees and advisors, counsel including those responsible for the management of the Business, and cause Seller's employees and advisors to furnish Buyer and its authorized representatives and advisors with data and other representativesinformation with respect to the Assets and the Business as may be reasonably requested by Buyer and its authorized representatives and advisors, books and records discuss with Buyer and its authorized representatives and advisors the affairs of the Company Business, and (v) fully cooperate with Buyer and its Subsidiariesauthorized representatives and advisors in their investigation and examination of the Assets and the affairs of the Business. Except as provided in Sections 14.2 and 14.9, no investigation, or receipt of information provided by or on behalf of Seller or review thereof by Buyer or its representatives or advisors shall diminish or obviate, or relieve Seller from, or affect Buyer's ability or right to rely on, any of the representations, warranties, covenants and agreements of Seller contained in this Agreement and the Transaction Documents. (b) In the event that the Closing under this Agreement shall not occur, in addition to the obligations of the parties set out in Section 15.2, Buyer shall keep confidential and not use or disclose to any party any confidential information acquired by Buyer from Seller pursuant to this Section 7.1 or otherwise disclosed in connection with the negotiation of this Agreement, unless Seller shall give its written consent to the contrary; provided, however, that Buyer's inspection the foregoing obligations of Sellers' properties shall not, without the consent of the Company, which consent confidentiality and non-use shall not be unreasonably withheld apply to any information which (i) at the time of disclosure is, or delayedthereafter becomes, include available to the environmental sampling public through no breach of any environmental media, including air, soil, surface water this Agreement by Buyer; or groundwater, (ii) shall furnish was known to, or otherwise in the possession of, Buyer or its Affiliates prior to Buyer and its Representatives the receipt of such financial, operating and property related data and other information as such persons reasonably request, and from Seller; or (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with is obtained by Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers from a source other than Seller and other partners, parties than one who would be breaching a commitment of confidentiality to Seller by disclosing the Assumed Contracts and lenders with respect information to any Acquired Assets Buyer; or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It (iv) is acknowledged and understood that no investigation developed by Buyer or other information received its Affiliates independently of Seller's confidential information; or (v) is required to be disclosed by Buyer in connection with a pending Claim; and provided further that in the event Buyer becomes required in connection with a pending Claim to disclose any of the information acquired from Seller in connection with this Agreement, then Buyer shall operate as provide Seller with reasonable notice so that Seller may seek a waiver court order protecting against or otherwise affect limiting such disclosure or any representation, warranty other appropriate remedy; and in the event such protective order or other agreement given remedy is not sought, or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as is sought but not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Dateobtained, Buyer shall give Sellers furnish only that portion of the information which is required and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities andshall endeavor, at Seller's expense, to obtain a protective order or other assurance that the extent that Sellers retain any Liabilities with respect to such items, portion of the Acquired Assets or Assumed Liabilitiesinformation furnished by Buyer will be accorded confidential treatment. The obligations of Buyer shall, and set forth in this Section 7.1(b) shall cause each be in effect for a period of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesfive years from the date of this Agreement.

Access. (a) Subject to applicable Law, from the date hereof until the Closing Date, Sellers (i) Seller shall give Buyer to Purchaser's officers, employees, ------ counsel, accountants, consultants and its Representatives reasonable other representatives full access to and the right to inspect, during normal business hours to hours, all of the officespremises, properties, assets, records, contracts and other documents relating to the Restaurants and the Assets including, without limitation, information regarding employees, and shall permit them to consult with the officers, employees, accountants, auditorscounsel, counsel consultants and other representatives, books and records agents of Seller for the purpose of making such investigation of the Company and its Subsidiaries; Restaurants as Purchaser shall desire to make, provided, however, that Buyer's inspection of Sellers' properties such investigation shall notbe reasonably related to the Assets and the Restaurants to be acquired hereunder, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly interfere with Seller's joint venturers business operations and other partnersshall be coordinated exclusively through the following individuals: ▇▇▇ ▇▇▇▇▇▇▇▇, parties to the Assumed Contracts ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ and lenders ▇▇▇▇ ▇▇▇▇▇▇▇. Furthermore, Seller, for Purchaser, its lenders, and their agents, shall furnish, or make available at its corporate office, all such documents and copies of documents and records and information with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations affairs of the Restaurants and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged Real Property and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections copies of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so working papers relating thereto as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives Purchaser shall from time to time reasonably request and shall permit Purchaser and its agent to discuss make such information with such Representatives. Sellers shall, physical inventories and shall cause each inspections of their Affiliates to, cooperate with Buyer the Assets as Purchaser may reasonably be requested request from time to time. Purchaser agrees to indemnify and hold harmless Seller from and against any and all claims, damage or loss to persons or property whatsoever arising as a result of any interview, research, study, survey, testing, or any other form of investigation (collectively, the "Investigations") physically conducted at or on the Real Property, or on other premises owned and/or operated by Buyer for purposes Seller, by or on behalf of (i) enabling Purchaser. Purchaser further agrees not to permit any liens or claims of lien to attach to the Real Property or the Assets as a result of any such Investigations. Notwithstanding the foregoing, Purchaser shall have no liability under this indemnity arising by the simple discovery by it, or its agents, of a condition unfavorable to Seller, including, without limitation, the discovery of an independent accounting firm selected by Buyer to conduct an audit environmental condition on one of the Business, including access Real Properties that could result in liability to Seller. Notwithstanding the foregoing or anything to the Company's independent auditors' working papers pertaining to the Business contrary herein, Purchaser shall perform no invasive or destructive testing of the Assets; (ii) undertaking, with including, without limitation, the Real Property, without the prior written consent of the CompanySeller, which consent shall not be unreasonably given or withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purposein Seller's sole discretion. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject Prior to applicable Law, from the date hereof until the Closing Date, Sellers Seller shall (i) shall give Buyer and its Representatives reasonable access accounting, legal, business, environmental, engineering, intellectual property and other authorized representatives and advisors full access, during normal business hours hours, to all facilities and properties of Seller relating to the officesAssets, propertiesthe Assumed Liabilities and the Business, officers(ii) furnish Buyer and its authorized representatives and advisors with all documents and information relating to the Assets, employeesthe Assumed Liabilities and the Business as may be reasonably requested by Buyer and its authorized representatives and advisors, accountants(iii) permit Buyer and its authorized representatives and advisors to review all books, auditorsrecords and Contracts relating to the Assets, counsel the Assumed Liabilities and the Business as may be reasonably requested by Buyer and its authorized representatives and advisors, and make copies thereof, (iv) make available Seller's employees and advisors, including those responsible for the management of the Business, and cause Seller's employees and advisors to furnish Buyer and its authorized representatives and advisors with data and other representativesinformation with respect to the Assets, books the Assumed Liabilities and records the Business as may be reasonably requested by Buyer and its authorized representatives and advisors, and discuss with Buyer and its authorized representatives and advisors the affairs of the Company Business, (v) facilitate Buyer or its authorized representatives and advisors in conversations with customers of the Business for the purpose of assisting Buyer in determining whether it will be able or given the opportunity to conduct the Business after the Closing with respect to such customers in the manner heretofore conducted by Seller or otherwise to qualify itself or its products or facilities for the purpose of so conducting the Business, and (vi) cooperate with Buyer and its Subsidiariesauthorized representatives and advisors in their investigation and examination of the Assets and the affairs of the Business. No investigation or receipt of information provided by or on behalf of Seller or review thereof by Buyer or its representatives or advisors shall diminish or obviate, or relieve Seller from, or affect Buyer's ability or right to rely on, any of the representations, warranties, covenants and agreements of Seller contained in this Agreement or the Transaction Documents. (b) If the Closing under this Agreement shall not occur, Buyer and Vesta Corporation shall keep confidential and not use or disclose to any party any confidential information acquired by Buyer or Vesta Corporation from Seller pursuant to this Section 7.1 or otherwise disclosed in connection with the negotiation of this Agreement, unless Seller shall give its written consent to the contrary; provided, however, that Buyer's inspection the foregoing obligations of Sellers' properties shall not, without the consent of the Company, which consent confidentiality and non-use shall not be unreasonably withheld apply to any information which (i) at the time of disclosure is, or delayedthereafter becomes, include available to the environmental sampling public through no breach of any environmental media, including air, soil, surface water this Agreement by Buyer or groundwater, Vesta Corporation; or (ii) shall furnish was known to, or otherwise in the possession of, Buyer or Vesta Corporation prior to Buyer and its Representatives the receipt of such financial, operating and property related data and other information as such persons reasonably request, and from Seller; or (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation obtained by Buyer or Vesta Corporation from a source other than Seller and other than one who would be breaching a commitment of confidentiality to Seller by disclosing the information received to Buyer or Vesta Corporation; or (iv) is developed by Buyer or Vesta Corporation or its Affiliates independently of Seller's confidential information; or (v) is required to be disclosed by Buyer or Vesta Corporation in connection with a pending Claim; and, provided further, that in the event Buyer or Vesta Corporation becomes required in connection with a pending Claim to disclose any of the information acquired from Seller in connection with this Agreement, then Buyer or Vesta Corporation shall operate as provide Seller with reasonable notice so that Seller may seek a waiver court order protecting against or otherwise affect limiting such disclosure or any representation, warranty other appropriate remedy; and in the event such protective order or other agreement given remedy is not sought, or made by Seller hereunder. is sought but not obtained, Buyer agrees or Vesta Corporation shall furnish only that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use portion of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, which is required and shall cause each endeavor, at Seller's expense, to obtain a protective order or other assurance that the portion of their Affiliates to, cooperate with Buyer as may reasonably be requested the information furnished by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not Vesta Corporation will be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purposeaccorded confidential treatment. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject Prior to applicable Lawthe Closing, from Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Sellers, their Records and the date hereof until Business as Purchaser deems necessary or advisable and shall have full access to the Closing Date, auditors and attorneys of Sellers (i) . Sellers shall give Buyer permit Purchaser and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel agents and other representatives, books on reasonable notice, to have access to their premises, personnel and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining Records relating solely to the Business, and . Sellers shall cause cooperate to provide access to their Representatives to furnish to Buyer Customers, suppliers, lenders and such financial, technical, operating and other information pertaining to the Business parties as Buyer's Representatives shall from time to time Purchaser may reasonably request and to discuss such information with such Representativesrequest. Sellers shall, and shall cause each of their Affiliates officers, attorneys and accountants to, cooperate furnish Purchaser with Buyer such financial and operating data and other information as may Purchaser from time to time shall reasonably be requested by Buyer request, including, but not limited to, Sellers' balance sheets for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business as of December 31, 1995 and June 30, 1996. No investigation by Purchaser shall in any way affect or otherwise diminish the Assets; (ii) undertakingrepresentations, with the consent warranties and covenants of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purposeSellers hereunder. (cb) From Purchaser will hold, and after the Closing Datewill cause its authorized representatives (including its investors and lending institutions) to hold, Buyer shall give in strict confidence, unless compelled to disclose by judicial or administrative process or official request or by other requirements of law, all documents and information concerning Sellers and Sellers' Representative reasonable access during normal business hours the Business furnished to Purchaser in connection with the books and records pertaining to the Excluded Assets and Excluded Liabilities and, transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will promptly return to Sellers retain all copies of any Liabilities with respect to such itemsSchedules, the Acquired Assets statements, documents or Assumed Liabilities. Buyer shallother written information obtained in connection herewith, without retaining any copies or summaries thereof, and shall cause each maintain such confidence except to the extent such information comes into the public domain through no fault of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesPurchaser.

Access. (a) Subject During the pendency of this Agreement, Purchaser, personally or through its authorized agent or representative, shall be entitled upon reasonable advance notice to applicable Law, from Seller to enter upon the date hereof until the Closing Date, Sellers (i) shall give Buyer and its Representatives reasonable access Property during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in make such negotiations investigations, including appraisals, engineering studies, soil tests, environmental studies and agrees underwriting analyses, as Purchaser deems necessary or advisable, subject to cooperate the following limitations: (a) such access shall not violate any law or agreement to which Seller is a party or otherwise expose Seller to a material risk of liability; (b) Purchaser shall give Seller written notice at least two (2) Business Days before conducting any inspections or communicating with Buyerany Tenant of the Property, at Buyer's requestand a representative of Seller shall have the right to be present when Purchaser or its representatives conducts its or their investigations on the Property or communicates with any Tenants; (c) neither Purchaser nor its representatives shall interfere with the use, in occupancy or enjoyment of any such negotiations. It is acknowledged and understood that no investigation by Buyer Tenants, subtenants or other information received occupants of the Property or their respective employees, contractors, customers or guests; (d) neither Purchaser nor its agents shall damage the Property or any portion thereof; (e) unless Seller agrees otherwise, before Purchaser or its agents enter onto the Property, Purchaser shall deliver to Seller a certificate of insurance naming Seller as an additional insured, evidencing commercial general liability insurance (including property damage, bodily injury and death) issued by Buyer shall operate as an insurance company having a waiver rating of at least "A-VII" by A.M. Best Company, with limits of at least $2,000,000 per occurrence for bodily or otherwise affect any representation, warranty personal injury or other agreement given or made by Seller hereunder. Buyer agrees that any death and $5,000,000 aggregate per location; (f) Purchaser shall: (i) use reasonable efforts to perform all on-site inspections of any Acquired Real Propertydue diligence reviews and all communications with Tenants on an expeditious and efficient basis; and (ii) indemnify, hold harmless and defend the Seller Parties against, and hold the Seller Parties harmless from, all loss, liability, claims, costs (including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iiireasonable attorneys' fees), shall be conducted in liens and damages resulting from or relating to the presence activities of Sellers Purchaser or its Representativesagents under this paragraph; and (g) without Seller's prior written consent, which Seller may give or withhold in its absolute discretion, Purchaser shall not conduct any Phase II exams, soil borings or other invasive tests on or around the Property. All inspections The foregoing indemnification obligation shall survive the Closing or termination of this Agreement. Further, during the Study Period, Seller agrees to make available to Purchaser, or to its duly authorized agents or representatives, copies of all Leases and all applicable books and records relating to the Property and the operation and maintenance thereof to the extent that such materials are in Seller's possession or control and do not constitute Excluded Items. Such items may be conducted so as not examined at all reasonable times during normal business hours upon prior reasonable notice to interfere unreasonably with the use of the Acquired Real Property by SellersSeller. (b) From Purchaser has advised Seller that Purchaser must cause to be prepared up to three (3) years of audited financial statements in respect of the Property in compliance with the policies of Purchaser and after certain laws and regulations, including Securities and Exchange Commission Regulation S-X, Rule 3-14. Seller agrees to use reasonable efforts, at no out-of-pocket cost or expense or liability to Seller, to cooperate with Purchaser's auditors in the preparation of such audited financial statements (it being understood and agreed that the foregoing covenant shall survive Closing Dateuntil April 29, Sellers shall give Buyer and Buyer's Representatives reasonable access 2005). Without limiting the generality of the preceding sentence: (i) Seller shall, during normal business hours to the officesand upon reasonable advance notice, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyerallow Purchaser's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative auditors reasonable access during normal business hours to the books and records pertaining to maintained by Seller in respect of the Excluded Assets and Excluded Liabilities and, Property (except to the extent that Sellers retain any Liabilities the same were provided to Purchaser at or before the Closing or to the extent that such access is requested after April 29, 2005); and (ii) if Seller has audited financial statements with respect to the Property, Seller shall promptly provide Purchaser's auditors with a copy of such itemsaudited financial statements. If after Closing Seller obtains an audited financial statement in respect of the Property for a fiscal period in 2003 or 2004 that was not completed at the time of Closing, the Acquired Assets or Assumed Liabilities. Buyer shallthen Seller shall promptly provide Purchaser with a copy of such audited financial statement, and the foregoing covenant shall cause each of its Affiliates tosurvive Closing until April 29, cooperate 2005. Purchaser agrees that any information provided by Seller in accordance with Sellers as may reasonably the foregoing provisions shall be requested without any representation or warranty, express or implied. Purchaser shall be responsible for any third party costs incurred by Sellers for Seller with respect to this SECTION 5.1(B), and Purchaser's obligation to pay such purposescosts shall survive the Closing. In no event shall Seller have any obligations under this SECTION 5.1(B) after April 29, 2005.

Access. (a) Subject to applicable Law, from From the date hereof until of this Agreement and through the Closing Dateor, Sellers (i) shall give in the case of access to the Tennessee Plant and the Toledo Plant, through the Toledo Plant Closing, such Seller will grant to, or cause to be granted to, Buyer and its Representatives representatives, employees, counsel, accountants and prospective lenders reasonable access access, during normal business hours and upon reasonable notice, to the officespersonnel, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of such Seller relating primarily to the Company Business and the Assets and the transition of the Business and Other Businesses and the Assets and the Other Assets to Buyer; PROVIDED that (u) partitions will be erected between the dough and mix operations of the Tennessee Plant to protect confidentiality of sensitive information, (v) access to the Tennessee Plant shall generally be under the control and supervision of the Trustee and the Third-Party Co-Packer (as defined herein), (w) such access does not unreasonably interfere with the normal operations of such Seller or the Business or the Other Businesses or with the implementation of the Conversion Plan, (x) Buyer complies with any policies of the Business and Other Businesses with respect to plant visits (including accompaniment by an escort designated by Sellers), (y) except to the extent provided in or necessary to the development or implementation of the Conversion Plan (and then only with at least two Business Days' prior written notice to Sellers), in no event shall Buyer or its representatives, employees, counsel, accountants or prospective lenders be permitted access to the portions of the Toledo Plant used for the production, processing, packaging, material handling or warehousing of cereal and (z) Buyer and its Subsidiaries; providedrepresentatives, howeveremployees, that Buyer's inspection of Sellers' properties counsel, accountants and prospective lenders shall not, not damage the Toledo Plant or conduct any investigation or testing thereon without the prior written consent of the Company, Sellers (which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request), and (iii) Buyer shall instruct the Company's and its Subsidiaries' employeesrepair, counsel and financial advisors or cause to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject repaired, any material damage to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation Toledo Plant caused by Buyer or other information received by its representatives, employees, counsel, accountants or prospective lenders; and PROVIDED FURTHER that Sellers hereby release and remise Buyer shall operate as a waiver or otherwise affect and all such parties of and from any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study liability and the obligation pursuant to Section 7.4(b)(ii) this sentence to repair the Toledo Plant to the extent coverable by fire and extended coverage insurance. All requests for access through the Closing or Section 7.4(b)(iii)the Toledo Plant Closing, as applicable, shall be conducted in directed to the presence of Sellers Trustee or its Representativesdesignee. All inspections shall be conducted so as not to interfere unreasonably with Following the use of the Acquired Real Property by Sellers. (b) From and after the Closing DateClosing, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertakingToledo Plant Closing, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Dateas applicable, Buyer shall give Sellers have similar reasonable access, for legitimate business purposes (including the preparation of financial statements and Sellers' Representative reasonable access during normal business hours Tax returns), to the books and records pertaining relating to the Excluded Assets Business, the Other Businesses or the Toledo Plant that are retained by such Seller, but each Seller may excise from such books and Excluded Liabilities and, records made available to Buyer any information that does not relate to the extent that Sellers retain any Liabilities with respect to such itemsBusiness, the Acquired Assets Other Businesses or Assumed Liabilitiesthe Toledo Plant. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.-47- <Page> 5.2

Access. Upon reasonable notice, and except as may otherwise be required by applicable law, the Company and Parent each shall (aand shall cause its Subsidiaries to) Subject to applicable Lawafford the other's officers, from the date hereof until the Closing Dateemployees, Sellers counsel, accountants and other authorized representatives (i"REPRESENTATIVES") shall give Buyer and its Representatives reasonable access access, during normal business hours throughout the period prior to the officesEffective Time, to its properties, officersbooks, employees, accountants, auditors, counsel and other representatives, books contracts and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel as may reasonably be requested, PROVIDED that no investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty made by the Company, Parent or Merger Sub, and PROVIDED, FURTHER. that the foregoing shall not require the Company or Parent to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company and or Parent, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its Subsidiaries; providedobligations with respect to confidentiality if the Company or Parent, howeveras the case may be, that Buyer's inspection of Sellers' properties shall not, without have used reasonable best efforts to obtain the consent of the Company, which consent such third party to such inspection or disclosure. All requests for information made pursuant to this Section shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish directed to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business an executive officer of the Company and or Parent, as the case may be, or such Person as may be designated by either of its Subsidiariesofficers, as the case may be. All such information shall be provided subject to governed by the provisions terms of the Confidentiality AgreementAgreements. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders Furthermore with respect to any Acquired Assets and all access to properties for environmental review and diligence purposes, Parent shall be granted access to any facility currently owned or Assumed Liabilitiesoperated by the Company to perform a Phase I assessment so long as such assessment is presumptively non-intrusive in nature, the site visits and discussions are performed in collaboration with the Director of Environmental Health and Safety or his designee, schedule and times for such assessments are mutually agreed upon in advance, that Parent or its contractors will be accompanied by the Company representatives at all times, and no notification or discussions of environmental matters are initiated with governmental agencies or third parties without the prior notice to and agreement by the Company. The Phase I reports shall remain the property of Parent. However if Parent, based upon the conclusions in the Phase I report, desires to perform intrusive testing, Parent shall present such request and the supporting written justification to the Company and both parties shall have use reasonable best efforts to mutually agree upon the right to participate in such negotiations need, scope, and agrees to cooperate with Buyer, at Buyer's request, in nature of any such negotiationsintrusive investigation. It is acknowledged Any intrusive investigation shall be under the supervision of the Company and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections all results of any Acquired Real Propertyintrusive investigation shall be immediately shared with the Company. Any and all costs of any investigation, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii)intrusive testing, shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property borne entirely by SellersParent. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject During the Pre-Closing Period, Seller shall permit the representatives of Buyer to applicable Law, from the date hereof until the Closing Date, Sellers (i) shall give Buyer and its Representatives have reasonable access during normal business hours to the offices(at reasonable times, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably requeston reasonable prior written notice, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted manner so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records operations of Sellers pertaining to the Business, and Sellers shall cause their Representatives in all cases subject to furnish any measures implemented by Seller in connection with COVID-19 or any other pandemic, epidemic or disease outbreak) to Buyer such financialthe premises, technicalproperties, operating financial and accounting records, contracts, and other information records and documents, of or pertaining to the Business as Buyer's Representatives for reasonable business purposes. Buyer acknowledges that it remains bound by the confidentiality agreement, dated December 14, 2020 previously entered into between News Corporation and Houghton Mifflin Harcourt Company, a Delaware corporation (“Parent”) (the “Confidentiality Agreement”), and any information provided pursuant to this Section 4.4 shall from time be subject to time reasonably request and the Confidentiality Agreement. Notwithstanding the foregoing, Seller shall not be required to discuss provide access where such information with such Representativesaccess would, in the reasonable judgment of Seller, jeopardize protections afforded Seller under the attorney-client privilege or the attorney work product doctrine, be prohibited under any applicable law, agreement or privacy policy or result in the disclosure of any trade secret. Sellers shallPrior to the Closing, Buyer shall not (and shall cause each of their Affiliates its representatives not to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business contact or the Assets; (ii) undertaking, communicate with the consent employees, customers and suppliers of the Company, which consent shall not be unreasonably withheld Seller or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates toregarding the transactions contemplated by this Agreement, cooperate except (a) with Sellers as may the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed) or (b) for communications made to Business Employees regarding their post-closing employment with Buyer in accordance with an employee communications plan mutually agreed upon by the Parties (it being understood that neither Party’s approval of any such plan reasonably proposed by the other Party shall be requested by Sellers for such purposesunreasonably withheld, conditioned or delayed).

Access. (a) Subject to applicable Law, from After the date hereof of this Agreement until the earlier of the Closing Dateor the termination of this Agreement, Sellers (i) Seller shall give Buyer afford to Purchaser and its Representatives representatives, upon reasonable notice, access to the books, records, properties and employees of the Transferred Entities during normal business hours consistent with applicable Law and in accordance with the procedures established by Seller to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiariesextent that such access may be reasonably requested by Purchaser; provided, however, that Buyer's inspection nothing in this Agreement shall limit Purchaser’s rights of Sellers' properties shall notdiscovery. Any information provided to Purchaser or its representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall, without prior to the consent of the CompanyClosing, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer held by Purchaser and its Representatives such financialrepresentatives in accordance with, operating and property related data and other information as such persons reasonably requestshall be considered “Evaluation Material” under, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions terms of, the Confidentiality Agreement. Effective upon, and only upon, the Closing, the confidentiality obligations under the Confidentiality Agreement with respect to confidential information of the Business and the Transferred Entities shall terminate (it being understood that each of (1) the standstill obligations, (2) the non-solicit and no-hire obligations (solely to the extent that they are not related to the Business) and (3) confidentiality obligations with respect to information relating to Seller and its Subsidiaries (other than the Transferred Entities) shall stay in effect in accordance with the terms of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From At and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers Purchaser shall, and shall cause its Subsidiaries to, afford Seller and its representatives, during normal business hours, upon reasonable notice, access to the books, records and employees of each Transferred Entity to the extent that such access may be reasonably requested by Seller, including in connection with financial statements and SEC reporting obligations or to determine any matter relating to its rights and obligations hereunder; provided, however, that nothing in this Agreement shall limit any of Seller’s rights of discovery. Seller agrees that it will hold, and will use reasonable best efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless and only to the extent legally required to disclose (and in any such case, the Seller shall, prior to disclosing such information, give prompt notice to Purchaser in order that it may seek a protective order or other appropriate remedy and reasonably cooperate, at Purchaser’s expense, with Purchaser in seeking to obtain such order or remedy), all confidential documents and information concerning any Transferred Entity or the Business provided to it pursuant to this Section 5.1 or otherwise in any of their Affiliates topossession, cooperate with Buyer as may reasonably be requested by Buyer for purposes of except to the extent that such information (i) enabling an independent accounting firm selected is or becomes generally available to the public other than as a result of disclosure by Buyer to conduct an audit Seller or its Affiliates in violation of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; confidentiality obligations set forth in this Section 5.1(b) (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld becomes available to Seller or delayed, its Affiliates on a nonconfidential basis from sources other than Purchaser or any study of the condition Transferred Entity or value of the Acquired Assets including any environmental assessment; and (iii) undertaking is independently developed by Seller or any study relating to Sellers' compliance with Laws, including Environmental Laws; of its Affiliates or on its behalf without use of any of the confidential information and the Company acknowledges that information or access may be requested and used for such purposewithout violating any of Seller’s obligations under this Section 5.1(b). (c) From and after To the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to extent the destruction by Purchaser of specific books and records pertaining applicable to the Excluded Assets operations or business of the Transferred Entities prior to the Closing Date would otherwise reasonably be expected to place Seller in breach of its obligations under applicable Law or contract, Purchaser will use reasonable efforts to preserve such books and Excluded Liabilities andrecords. Seller will use reasonable efforts to keep Purchaser informed of those books and records that are so required to be preserved. (d) For a period of five years from the Closing Date or such longer period of time as may be required by applicable Law, Purchaser agrees to retain and not destroy or dispose of personnel files and records to the extent that Sellers retain any Liabilities they relate to a Person’s employment with respect the Business or the Transferred Entities prior to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesClosing.

Access. (a) Subject to applicable LawSeller shall, from between the date hereof until and the Closing Date, Sellers (i) shall give Buyer Purchaser's representatives, including, without limitation, such advisors, accountants and its Representatives reasonable access attorneys as may be designated by Purchaser, full access, during normal business hours hours, to all of the officesAssets, properties, officersbooks, employeesrecords, accountantsagreements and commitments of Seller; furnish Purchaser's representatives with all such information concerning the affairs of Seller as Purchaser may reasonably request in connection with the transactions contemplated hereby or in connection with any financing by Purchaser of the transactions contemplated hereby and cause its employees to render to the representative of Purchaser reasonable access to all of the properties and Assets of Seller, auditorsall contracts, counsel agreements and other representativescommitments of Seller and all books, books records, and records other information concerning the business and operation of the Company and its SubsidiariesBusiness; provided, however, that BuyerPurchaser's inspection of Sellers' properties shall not, without the consent of the Company, which consent representatives shall not be unreasonably withheld remove any original books, records or delayed, include other documents from the environmental sampling premises of Seller (although Purchaser's representatives may make and remove copies of any environmental media, including air, soil, surface water or groundwater, (iiof such originals) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers Purchaser shall, and shall cause each of their Affiliates its representatives to, cooperate with Buyer as may reasonably be requested hold in strict confidence and not use for its own benefit any documents or information concerning Seller so furnished; and, if the transactions contemplated by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent this Agreement shall not be unreasonably withheld or delayedconsummated, any study such confidence shall be maintained and all such documents, and all copies thereof, shall immediately thereafter be returned to Seller. No investigation by the representatives of Purchaser of the condition or value assets, properties, contracts, agreements and other commitments of the Acquired Assets including any environmental assessment; Seller and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining and other information concerning the affairs of Seller shall affect the continuing validity or effect of the representations, warranties or obligations of Seller contained in this Agreement; provided, however, that, if, prior to Closing, Purchaser has actual knowledge of any information which would indicate that any of the representations or warranties of Seller contained herein was untrue or contains any omission, without regard to the Excluded Assets and Excluded Liabilities andknowledge of Seller, Purchaser shall notify Seller as soon as practicable prior to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesClosing.

Access. (a) Subject To the extent that Seller may do so, and subject to applicable LawSection 5.1, from Seller shall grant Buyer, its Representatives, and the date hereof until Environmental Consultant access to the Closing Date, Sellers (i) shall give Buyer and its Representatives reasonable access Seller-Operated Properties during Seller’s normal business hours to so Buyer, its Representatives, and the officesEnvironmental Consultant may conduct, propertiesat Buyer’s sole risk and expense, officersa non-intrusive, employees, accountants, auditors, counsel and other representatives, books and records on-site surface inspection of all or any portion of the Company Assets and its Subsidiaries; providedan inspection and review of Seller’s files covering environmental matters, howeverall solely in accordance with the Phase I Activities (each, that an “Environmental Assessment”). Buyer shall (and shall cause Buyer's inspection of Sellers' properties shall not, without ’s Representatives and the consent Environmental Consultant to) give Seller reasonable (and in no event any less than 48 hours’) prior written notice before entering onto any of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably requestAssets, and (iiiSeller or its designee(s) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with accompany Buyer, at its Representatives, and the Environmental Consultant whenever they are on site of the Assets. Buyer's request, in its Representatives, and the Environmental Consultant shall not have access to, and shall not be permitted to conduct any environmental inspection with respect to, any Assets to which Seller does not have the authority to grant access for such negotiationsdue diligence. It is acknowledged and understood that no investigation by Buyer shall not conduct an ASTM Phase II environmental assessment or any sampling, boring, drilling, or other information received invasive investigation activities (all of such assessments or sampling are “Invasive Activities”) without the prior notice and written consent of Seller, which consent Seller may withhold for any or no reason in its sole and absolute discretion. If Buyer, its Representatives, or the Environmental Consultant prepares any environmental assessment or report of any Asset (including any Environmental Assessment or Invasive Activities, if permitted by Seller), Buyer shall operate as a waiver keep, and shall cause such Representatives and/or the Environmental Consultant to keep, such report or otherwise affect any representationassessment confidential and furnish copies thereof to Seller within one week of receipt thereof by Buyer, warranty its Affiliates, or other agreement given its or made by Seller hereundertheir Representatives. Buyer agrees that In connection with any on-site inspections inspections, if any, prior to Closing, Buyer (1) shall comply with, and will cause its Representatives and the Environmental Consultant to comply with, all requirements of any Acquired Real Propertythe operators of the Assets, including any inspection or study pursuant to Section 7.4(b)(ii(2) or Section 7.4(b)(iii)shall not materially interfere with, shall be conducted in and will cause its Representatives and the presence of Sellers or its Representatives. All inspections shall be conducted so as Environmental Consultant not to materially interfere unreasonably with with, the use normal operation of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the BusinessAssets or Seller’s business, and Sellers shall cause their (3) represents that it and its Representatives to furnish to Buyer and the Environmental Consultant are adequately insured for such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' activities in compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purposeSchedule 3.2(c). (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject to applicable Law, from From the date hereof until the Closing DateDate or the earlier termination of this Agreement, Sellers and subject to applicable Law, the Seller shall, and shall cause its Selling Affiliates to, give the Buyer and its representatives, upon reasonable advance written notice to such party, reasonable access, during normal business hours, to (i) shall give Buyer and its Representatives reasonable access during normal business hours to the officesassets, properties, officersbooks, employees, accountants, auditors, counsel records and other representatives, books and records agreements of the Company Business and its Subsidiariesshall permit the Buyer to make such inspections as it may reasonably require and to furnish the Buyer during such period with all such information exclusively relating to the Business as the Buyer may from time to time reasonably request, and (ii) specified members of the management team of the Business as the Parties may reasonably agree; provided, however, that Buyer's inspection any such inspections must be conducted in a manner that does not interfere unreasonably with the operation of Sellers' properties the Selling Group’s respective businesses and there shall not, be no environmental sampling or intrusive testing without the prior consent of the CompanySeller; provided further that the Buyer will, which consent shall not be unreasonably withheld or delayedand will cause its employees, include representatives and agents to keep all information furnished to the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct representatives in connection with the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably Transactions confidential in accordance with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions terms of the Confidentiality Agreement. In additionNotwithstanding anything to the contrary contained in this Agreement, notwithstanding the Seller is not required to provide, or cause to be provided (x) any information or access that the Seller believes could violate applicable Law or the terms of any confidentiality agreement or confidentiality provision in any contract, impact any privilege, including the attorney/client privilege, or otherwise be competitively sensitive or (y) any information relating to bids or offers received from other Persons in connection with the Transactions or any information or analyses (including financial analyses) relating to such bids or offers. Notwithstanding the foregoing, the Buyer will not, and will not permit its Affiliates and representatives to, contact or otherwise communicate with, either orally or in writing, any employee, officer, director, customer or supplier of the Confidentiality Agreement Business (including, for such purpose, any employee of the Seller or any of its Selling Affiliates who provides any services to the contraryBusiness), Buyer shallother than individuals set forth on Schedule 1.1(d), with without the prior consent of the CompanySeller, which consent shall not may be unreasonably withheld provided in writing, by electronic mail or delayed, have via telephone confirmation by ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ or ▇▇▇▇▇▇ ▇. ▇▇▇▇ or such other Person as the right to contact and negotiate directly with Seller's joint venturers and other partners, parties Seller may designate in writing to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From The Buyer hereby agrees to defend, indemnify and after hold harmless each of the Closing DateSeller Indemnitees from and against any and all Indemnifiable Losses attributable to personal injury, Sellers shall give death or physical or other property damage, or violation of any member of the Selling Group’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer and Buyer's Representatives reasonable access during normal business hours or its representatives associated with the Indemnifiable Losses had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to the offices, facilities, plants, properties, officers, employees, books Acquired Assets and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financialEVEN IF SUCH INDEMNIFIABLE LOSSES ARISE OUT OF OR RESULT FROM, technicalSOLELY OR IN PART, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shallTHE SOLE, and shall cause each of their Affiliates toACTIVE, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the BusinessPASSIVE, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertakingCONCURRENT OR COMPARATIVE NEGLIGENCE, with the consent of the CompanySTRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY OF THE SELLER INDEMNITEES, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purposeEXCEPTING ONLY INDEMNIFIABLE LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE WILLFUL MISCONDUCT OF ANY OF THE SELLER INDEMNITEES. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject to applicable Law, from the date hereof until the Closing Date, Sellers (i) shall give Buyer and its Representatives reasonable access during normal business hours Prior to the officesClosing, the Company shall make available to Net2Phone all information regarding the Company that Net2Phone reasonably may request and shall authorize all reasonable visits to the Company's premises to make such investigations of the business, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; providedSubsidiaries as Net2Phone reasonably may request. Net2Phone shall coordinate closely all such activities with the Company's President or Chief Financial Officer and conduct any such inquiries with appropriate discretion and sensitivity to the Company's relationships with its employees, howevercustomers and suppliers. (b) Prior to the Closing, upon reasonable notice and during normal business hours, the Company shall afford Net2Phone and its officers, employees, counsel, accountants and other authorized Representatives, such access as is reasonably necessary to confirm that the representations and warranties of the Company made herein are true and correct. The Company shall promptly furnish to Net2Phone a copy of each application, report, schedule, correspondence and other document (if any) filed by the Company with or received by the Company from any Governmental Entity in connection with the transactions contemplated hereunder. (c) Each Party acknowledges that certain of the information made available to it pursuant to this Section 7.3 and otherwise in connection with the transactions contemplated hereby may be confidential, proprietary or otherwise nonpublic, and each Party agrees, for itself and for each of its representatives, that Buyer's inspection it shall (i) hold in confidence all confidential information received by it from or with regard to the other Party ("Confidential Information") subject to the terms of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwaterthis Section 7.3, (ii) shall furnish disclose such Confidential Information only to Buyer and those of its Representatives such financial, operating and property related data and other information as such persons reasonably requestrepresentatives having a need to know the same for purposes of negotiating or implementing the transactions contemplated hereby, and (iii) inform each representative to whom Confidential Information is disclosed that such information is confidential and direct such representative not to disclose the same. Each Party shall instruct remain responsible for any disclosure of Confidential Information by any of its representatives. Each Party further agrees that, upon the Company's request of any other Party given following the termination or expiration of this Agreement for any reason, the receiving Party and each of its representatives either shall return to the requesting Party all Confidential Information received by the receiving Party and its Subsidiaries' employeesrepresentatives or shall certify that the same has been destroyed. As used herein, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent Confidential Information shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of include (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access information that is or becomes generally available to the Company's independent auditors' working papers pertaining to the Business or the Assets; public other than as a result of a breach of this Agreement, (ii) undertakinginformation that the receiving Party demonstrates was known to it on a non- confidential basis prior to receiving such information from the disclosing Party, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Lawsinformation that the receiving Party develops independently without relying on Confidential Information, including Environmental Laws; and the Company acknowledges (iv) information that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours becomes available to the books and records pertaining receiving Party on a non-confidential basis from another source if the source was not known to or not reasonably believed by the Excluded Assets and Excluded Liabilities and, receiving Party to the extent that Sellers retain be subject to any Liabilities with respect to prohibition against disclosing such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesinformation.

Access. (a) Subject Prior to applicable Lawthe Closing, from Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the date hereof until Business as Purchaser deems necessary or advisable and shall have full access to the Closing Date, Sellers (i) auditors and attorneys of Seller. Seller shall give Buyer permit Purchaser and its Representatives employees, agents and representatives, on reasonable notice, to have access during normal business hours to the officesits premises, propertiespersonnel and Records. Seller shall cooperate to provide access to its Customers, suppliers, lenders and such other parties as Purchaser may reasonably request. Seller shall, and shall cause its officers, employeesattorneys and accountants to, accountants, auditors, counsel furnish Purchaser with such financial and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons Purchaser from time to time shall reasonably request, and (iii) . No investigation by Purchaser shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver way affect or otherwise affect any representationdiminish the representations, warranty or other agreement given or made by warranties and covenants of Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the BusinessPurchaser will hold, and Sellers shall will cause their Representatives its authorized representatives (including its investors and lending institutions) to furnish hold, in strict confidence, unless compelled to Buyer such financialdisclose by judicial or administrative process or official request or by other requirements of law, technical, operating all documents and other information pertaining to concerning Seller and the Business as Buyer's Representatives shall from time furnished to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, Purchaser in connection with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and transactions contemplated by this Agreement (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, except to the extent that Sellers retain such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any Liabilities other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with respect this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such itemsinformation as confidential. In the event that the transactions contemplated herein are not consummated for any reason, the Acquired Assets Purchaser will, upon request by Seller, promptly return to Seller all copies of any schedules, statements, documents or Assumed Liabilities. Buyer shallother written information obtained in connection herewith, without retaining any copies or summaries thereof, and shall cause each maintain such confidence except to the extent such information comes into the public domain through no fault of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesPurchaser.

Access. (a) Subject to applicable Law, from From the date hereof until through the Closing Date, Sellers (i) the Seller shall give be entitled, through its employees and representatives, to make such investigations of the business operations of the Buyer and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records such examination of the Company books, records and its Subsidiaries; providedfinancial condition of the Buyer, including the month end report after thirty days, as the Seller reasonably considers necessary. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances and the Buyer shall cooperate fully therein. No investigation by the Seller shall, however, that Buyer's inspection of Sellers' properties shall not, without the consent diminish or obviate in any way any of the Companyrepresentations, which consent warranties, covenants or agreements of the Buyer under this Agreement. If this Agreement terminates, the Seller and its affiliates shall return to the Buyer all copies of documents obtained during the course of such investigation or prior thereto and shall keep confidential and shall not be unreasonably withheld disclose to others or delayeduse for their benefit or for the benefit of others in any manner any information obtained during the course of such investigation or prior thereto, include unless readily ascertainable from public or published information, or trade sources, or already known or subsequently developed by the environmental sampling Seller independently of any environmental mediainvestigation of the Buyer, including airor received from a third party not known to the Seller to be under an obligation to the Buyer to keep such information confidential. Promptly after the Closing or the termination of this Agreement, soil, surface water or groundwater, (ii) shall furnish to Buyer the Seller and its Representatives affiliates shall return to the Buyer all copies of documents, if any, obtained during the course of such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors investigation or prior thereto which do not relate to cooperate reasonably with Buyer in its investigation of the business of the Company Buyer and its Subsidiaries. All shall keep confidential and shall not disclose to others or use in any manner any information which does not relate to the business of the Buyer, unless readily ascertainable from public or published information or trade sources, or already known or subsequently developed by the Seller independently of any investigation pursuant to this Section 6.7, or received from a third party not known to the Seller to be under an obligation to the Buyer to keep such information shall be provided subject to confidential. From the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after date hereof through the Closing Date, Sellers the Buyer shall give be entitled, through its employees and representatives, to make such investigations of the business operations of Greenwood and such examination of the books, records and financial condition of Greenwood as the Buyer reasonably considers necessary. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances and the Seller shall cause Greenwood to cooperate fully therein. No investigation by the Buyer shall, however, diminish or obviate in any way any of the representations, warranties, covenants or agreements of the Seller under this Agreement. If this Agreement terminates, the Buyer and Buyer's Representatives reasonable access its affiliates shall return to Greenwood all copies of documents obtained during normal business hours the course of such investigation or prior thereto and shall keep confidential and shall not disclose to others or use for their benefit or for the benefit of others in any manner any information obtained during the course of such investigation or prior thereto, unless readily ascertainable from public or published information, or trade sources, or already known or subsequently developed by the Buyer independently of any investigation of Greenwood, or received from a third party not known to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining Buyer to the Business, and Sellers shall cause their Representatives be under an obligation to furnish Greenwood to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss keep such information with such Representativesconfidential. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and Promptly after the Closing Dateor the termination of this Agreement, the Buyer and its affiliates shall give Sellers and Sellers' Representative reasonable access during normal business hours return to the books and records pertaining Seller all copies of documents, if any, obtained during the course of such investigation or prior thereto which do not relate to the Excluded Assets business of Greenwood and Excluded Liabilities and, shall keep confidential and shall not disclose to others or use in any manner any information which does not relate to the extent that Sellers retain business of Greenwood, unless readily ascertainable from public or published information or trade sources, or already known or subsequently developed by the Buyer independently of any Liabilities with respect investigation pursuant to this Section 6.7, or received from a third party not known to the Buyer to be under an obligation to the Buyer to keep such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesinformation confidential.

Access. (a) Subject to applicable Law, from From the date hereof until and through the Closing Date, Sellers the Seller and Seller Parties shall cause each Acquired Company to afford Buyer and its representatives reasonable access to (i) shall give discuss the affairs, finances and accounts of such Acquired Company with the representatives, directors, officers, key employees, key sales representatives, and independent accountants and legal representatives of such Acquired Company, (ii) visit and inspect the properties of such Acquired Company, (iii) access the premises, books and records, files, Contracts and documents of such Acquired Company, provided, however, Buyer and its Representatives reasonable representatives must get the prior approval of Monroe or ▇▇▇▇▇ (such approval to not be unreasonably withheld) before any such discussion, communication, visit, inspection or access, none of which shall unreasonably interfere with the normal operations of such Acquired Company. Any such discussion, communication, access, visit or inspection may be under the supervision of the personnel of any Acquired Company, Seller or Seller Parties. Any access during or communication between the Buyer and any key customer or key supplier must be approved in a writing executed by the Buyer on one hand and Monroe or ▇▇▇▇▇ on the other hand, which writing shall outline the terms of such access or communication (including appropriate limitations on the topics to be discussed), and any such access or communication by the Buyer or its representatives with any key customer or key supplier may be under the supervision of the personnel of any Acquired Company, Seller or Seller Parties, and any such access or communications shall not interfere with the normal business hours operations of the Company. The Acquired Companies shall furnish to the officesBuyer, propertiesBuyer’s financing sources and their respective representatives, officerssuch financial, employees, accountants, auditors, counsel operating and other representativesdata and information concerning the assets, books commitments, Contracts, and records properties of the such Acquired Company and its Subsidiariesas Buyer may reasonably request; provided, however, that any such access or furnishing of information shall be conducted at Buyer's inspection of Sellers' properties shall not’s expense, without under the consent supervision of the personnel of such Acquired Company and in such a manner as not unreasonably to interfere with the normal operations of such Acquired Company. Notwithstanding anything to the contrary in this Agreement, which consent no Acquired Company shall not be unreasonably withheld required to disclose any information to Buyer, Buyer’s financing sources or delayed, include the environmental sampling of its Representatives if such disclosure would (i) jeopardize any environmental media, including air, soil, surface water attorney-client or groundwaterother legal privilege, (ii) shall furnish to Buyer and its Representatives such financialcontravene any applicable Law, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding or any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, confidentiality restriction contained in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersMaterial Contract. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

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

Access. (a) Subject Prior to applicable Lawthe Closing, from Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the date hereof until Business as Purchaser deems necessary or advisable and shall have full access to the Closing Date, Sellers (i) auditors and attorneys of Seller. Seller shall give Buyer permit Purchaser and its Representatives employees, agents and representatives, on reasonable notice, to have access during normal business hours to the officesits premises, propertiespersonnel and Records. Seller shall cooperate to provide access to its Customers, suppliers and such other parties as Purchaser may reasonably request. Seller shall, and shall cause its officers, employeesattorneys and accountants to, accountants, auditors, counsel furnish Purchaser with such financial and operating data and other representativesinformation as Purchaser from time to time shall reasonably request, books including, but not limited to, Seller's balance sheets for the Business as of December 31, 1995 and records June 30, 1996. No investigation by Purchaser shall in any way affect or otherwise diminish the representations, warranties and covenants of the Company and its SubsidiariesSeller hereunder; provided, however, that Buyer's inspection Purchaser shall advise Seller as soon as practicable after it obtains knowledge of Sellers' properties shall not, without the consent any breach or nonperformance of the Companyrepresentations, which consent shall not be unreasonably withheld warranties or delayed, include the environmental sampling covenants of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the BusinessPurchaser will hold, and Sellers shall will cause their Representatives its authorized representatives (including its investors and lending institutions) to furnish hold, in strict confidence, unless compelled to Buyer such financialdisclose by judicial or administrative process or official request or by other requirements of law, technical, operating all documents and other information pertaining to concerning Seller and the Business as Buyer's Representatives shall from time furnished to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, Purchaser in connection with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and transactions contemplated by this Agreement (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, except to the extent that Sellers retain such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any Liabilities other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with respect this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such itemsinformation as confidential. In the event that the transactions contemplated herein are not consummated for any reason, the Acquired Assets Purchaser will, upon request by Seller, promptly return to Seller all copies of any Schedules, statements, documents or Assumed Liabilities. Buyer shallother written information obtained in connection herewith, without retaining any copies or summaries thereof, and shall cause each maintain such confidence except to the extent such information comes into the public domain through no fault of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesPurchaser.

Access. (a) Subject to applicable LawFrom and after the Effective Date through the Closing, from the date hereof until the Closing Date, Sellers (i) Buyer, personally or through its authorized agent or representatives, shall give Buyer and its Representatives be entitled, upon reasonable access advance notice to Seller, to enter upon the Property during normal business hours and shall have the right to the officesmake such investigations, propertiesincluding appraisals, officerstenant interviews, employeesinterviews of government officials, accountantsengineering studies, auditorsenvironmental studies and underwriting analyses, counsel and other representativesas Buyer deems necessary or advisable, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties any such investigations or other non-invasive testing activity shall not, without not materially disrupt the consent operations of the CompanyTenants, and (ii) Seller shall, at Seller’s expense, turn on, run, and maintain, with any interruption in service, electrical power and all utilities to the Property (including without limitation plumbing, heating and air conditioning systems) to facilitate Buyer’s non-invasive testing and investigations thereof. Buyer shall coordinate with Seller through the personnel of Seller’s property manager who are expressly identified by Seller to Buyer in Schedule 3.1 attached hereto (or such other personnel who Seller may identify to Buyer in writing from time to time) as the designated contact person(s) for purposes of this Agreement at least one (1) business day prior to any investigation or other non-invasive testing on the Property, tenant interviews or interviews with government officials, and Seller shall have the right to have a representative present for such occurrence. Prior to the Closing, Buyer shall keep the results of any appraisal of the Property strictly confidential and shall only disclose such results to its attorneys, prospective lenders or other professional advisors with instructions to similarly maintain the confidentiality of such results, and as required by (a) law, regulation or ordinance, (b) any governmental or quasi-governmental agency or (c) in connection with public reporting requirements to which consent Buyer is subject. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall have the right to conduct a standard and customary Phase I environmental site assessment (which, for the purposes of the following sentence shall not be unreasonably withheld deemed to constitute an invasive test) with respect to the Property. No Phase II environmental site assessment or delayedany other invasive testing or borings shall be done unless any Phase I environmental site assessment recommends that additional testing be undertaken, include and then only with prior written notification to Seller and Seller’s written approval of the same. Notwithstanding any other provisions of this Agreement, if Buyer’s Phase I environmental sampling site assessment for the Property recommends that a Phase II environmental site assessment or other invasive testing be undertaken and Buyer requests Seller’s approval to conduct the same, then Buyer shall submit to Seller for review and approval during the Due Diligence Period a work plan (“Work Plan”) describing any and all proposed invasive environmental due diligence work or destructive/invasive testing in connection with such Phase II environmental site assessment or other recommended testing (“Work”) to be conducted with respect to the Property by Buyer (such as the collection of soil or groundwater samples or similar tests involving the penetration of the surface or subsurface of the Real Property or the structural components of the Real Property) prior to performing any environmental media, including air, soil, surface water such Work. Seller shall have the right to disapprove or groundwater, (ii) shall furnish request reasonable modifications to the Work Plan. If Buyer and its Representatives such financial, operating Seller are unable to agree upon the scope and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation content of the business Work Plan or if Seller does not approve any requested invasive testing or boring or destructive testing in the Work Plan, Buyer may during the Due Diligence Period terminate this Agreement and receive a refund of the Company Deposit, with interest accrued thereon while held by Escrow Agent. Buyer shall not commence the Work prior to Seller’s approval of the Work Plan. Promptly following completion of the Work, Buyer shall, at its sole cost and its Subsidiaries. All such information shall be provided subject expense, restore the Property to substantially the same condition as it existed immediately prior to Buyer’s entry to the provisions Property. Buyer hereby agrees to indemnify and hold Seller (and Seller’s agents, advisors, partners, members, owners, officers and directors, as the case may be) harmless from any physical damages arising out of all inspections and investigations by Buyer or its agents or independent contractors, but in no event shall the Confidentiality Agreementindemnity of this Section include liability relating to any pre-existing conditions disclosed by Buyer’s investigations. In addition, notwithstanding Notwithstanding any other provision of the Confidentiality in this Agreement to the contrary, this indemnification shall survive the termination of or Closing under this Agreement. Upon written request from Seller, Buyer shallshall deliver to Seller evidence of a commercial general liability insurance policy with a financially responsible insurance company acceptable to Seller, with in Seller’s reasonable discretion, covering: (i) the prior consent activities of Buyer, and Buyer’s employees, agents, consultants, contractors and subcontractors on or upon the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact Property; and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities(ii) Buyer’s indemnity obligation set forth in this Section 3.1 (“Liability Policy”). The Company Liability Policy shall have the right to participate in such negotiations a per occurrence limit of at least $1,000,000.00 and agrees to cooperate with Buyer, an aggregate limit of at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shallleast $2,000,000.00, and shall cause each of their Affiliates to, cooperate with Buyer name Seller and Seller’s lender as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purposeadditional insureds. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. Lender shall permit any lender providing financing to Borrower secured by Borrower’s Accounts to enter any premises of Borrower where any Documents directly related to such Accounts are located for the purpose of foreclosing on, and taking possession of, such Documents. All capitalized terms used in this Section 8.22, but not otherwise defined in this Agreement, shall have the meanings given to such terms in the UCC.” 35. Except as expressly set forth in this Amendment, the Loan Agreement (a) Subject as amended to applicable Law, from the date hereof until the Closing Date, Sellers (idate) shall give Buyer remain in full force and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel effect and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld deemed to have been modified or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation amended by this Amendment. Each of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations Parties understands and agrees that by executing and delivering this Amendment the other Parties do not hereby waive any of their respective rights or remedies under the Loan Agreement (as amended to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iiidate), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) 36. From and after the Closing Datedate hereof, Sellers shall give Buyer all references in the Loan Agreement and Buyer's Representatives reasonable access during normal business hours each of the other Loan Documents to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining Loan Agreement shall be deemed to be references to the BusinessLoan Agreement as modified hereby. This Amendment shall constitute a Loan Document for all purposes under the Loan Agreement and the other Loan Documents. 37. This Amendment, and Sellers shall cause their Representatives together with the Loan Agreement (as amended to furnish to Buyer such financialdate), technical, operating and other information pertaining to constitutes the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit entire understanding of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities Parties with respect to such itemsthe subject matter hereof, and any other prior or contemporaneous agreements, whether written or oral, with respect thereto are expressly superseded hereby. 38. This Amendment, the Acquired Assets or Assumed Liabilities. Buyer shallrights of the Parties hereunder and the interpretation hereof shall be governed by, and shall cause construed in accordance with, the internal laws of the State of California, in all respects. To the extent permitted by law, Borrower hereby waives any right to a trial by jury in any action relating to this Amendment. 39. This Amendment may be executed in two or more counterparts, each of its Affiliates towhich shall be deemed to be an original, cooperate with Sellers as may reasonably but all of which shall constitute one and the same agreement. Any signature delivered by facsimile or electronic mail shall be requested by Sellers for such purposesdeemed to be an original signature hereunder.

Access. (a) Subject Following execution of this Agreement, upon reasonable notice, Seller shall afford to applicable LawBuyer and its prospective financing sources and their respective officers, from employees, counsel, accountants, and other authorized representatives (collectively, “Representatives”), full, open, continuing and reasonable access, upon reasonable notice throughout the date hereof until period prior to the Closing Date, Sellers to its (i) equipment, personal and intangible properties, facilities and real properties, (ii) accounting files, financial and operating data, budgets, projections and plans, (iii) regulatory and other government filings, (iv) employment records, policies and files, (v) material contracts, agreements and undertakings, (vi) environmental filings and tax returns, (vii) reports, schedules, books and records, and (viii) other information relevant to Seller’s business, including without limitation any Proceedings against Seller, (collectively, the “Information”); and, during such period, Seller shall give furnish or make available reasonably promptly to such Representatives of Buyer copies of all such Information (in addition to the information and materials which Buyer has previously received) as may reasonably be requested, including but not limited to a copy of each report, schedule or other document filed with or received by Seller from any Governmental Entity at any time prior to the Closing. Seller shall make reasonably available all of its officers, employees, agents or advisors to Buyer’s Representatives for purposes of reviewing, providing, discussing, or describing any of the Information or otherwise keeping Buyer and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably requestapprised with respect to, and (iii) shall instruct responding to Buyer’s inquiries regarding, the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunderBusiness. Buyer agrees that it will not, and will cause its Representatives not to, use any on-site inspections of any Acquired Real Property, including any inspection or study information obtained pursuant to this Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in for any purpose unrelated to the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use consummation of the Acquired Real Property transactions contemplated by Sellersthis Agreement. No information or knowledge obtained in any investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of the parties to consummate the transactions contemplated thereby. (b) From and after Following the execution of this Agreement, Seller shall throughout the period prior to the Closing DateDate allow Buyer to reasonably establish and operate, Sellers shall give Buyer at its sole cost and Buyer's Representatives reasonable access during normal business hours expense, at the licensed premises in Minnesota included in the Purchased Assets such minimal and segregated record keeping and other regulatory compliance systems as are necessary to meet the officesrequirements for federal firearms licensees as established under Gun Control Act of 1968, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the BusinessNFA, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such itemsapplicable, the Acquired Assets or Assumed Liabilities. Buyer shallArms Export Control Act, and shall cause all implementing regulations thereto for each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesact.

Access. (a) Subject Prior to applicable Lawthe Closing, from the date hereof until the Closing DatePurchaser may, Sellers (i) shall give Buyer through its employees, agents and representatives, make or cause to be made such investigation of Seller and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records as Purchaser deems necessary or advisable and shall have full access to the auditors and attorneys of the Company Seller. Seller shall permit Purchaser and its Subsidiaries; providedemployees, howeveragents and representatives, that Buyer's inspection of Sellers' properties on reasonable notice, to have access to its premises, personnel and Records. Seller shall notcooperate to provide access to its Customers, without the consent of the Companysuppliers, which consent lenders and such other parties as Purchaser may reasonably request. Seller shall, and shall not be unreasonably withheld or delayedcause its officers, include the environmental sampling of any environmental mediaattorneys and accountants to, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer Purchaser with such financial and its Representatives such financial, operating and property related data and other information as such persons Purchaser from time to time shall reasonably request, and (iii) . No investigation by Purchaser shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver way affect or otherwise affect any representationdiminish the representations, warranty warranties and covenants of Seller or other agreement given or made by Seller Owner hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the BusinessPurchaser will hold, and Sellers shall will cause their Representatives its authorized representatives to furnish hold, in strict confidence, unless compelled to Buyer such financialdisclose by judicial or administrative process or official request or by other requirements of law, technical, operating all documents and other information pertaining to concerning Seller and the Business as Buyer's Representatives shall from time furnished to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, Purchaser in connection with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and transactions contemplated by this Agreement (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, except to the extent that Sellers retain such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any Liabilities other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with respect this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such itemsinformation as confidential. In the event that the transactions contemplated herein are not consummated for any reason, the Acquired Assets Purchaser will, upon request by Seller, promptly return to Seller all copies of any Schedules, statements, documents or Assumed Liabilities. Buyer shallother written information obtained in connection herewith, without retaining any copies or summaries thereof, and shall cause each maintain such confidence except to the extent such information comes into the public domain through no fault of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesPurchaser.

Access. ‌ (a) Subject to applicable Law, from the date hereof until the Closing Date, the Sellers : (i) shall give Buyer and its Representatives reasonable access during normal business hours to the offices, assets, contracts, properties, officers, employees, accountants, auditors, counsel (other than counsel to the Sellers in connection with the CCAA Proceeding) and other representatives, books and records records, of the Company Sellers and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental mediatheir Affiliates, including air, soil, surface water or groundwater, the Books and Records; (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons Persons reasonably request, and ; (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors of the Sellers and their Affiliates to cooperate reasonably with Buyer in its investigation of the business Business; and (iv) shall, upon reasonable request of Buyer, use reasonable best efforts to provide Buyer with access to their customers, suppliers, vendors, distributors, manufacturers and other Persons with whom the Business has had material dealings to the extent relating to the Transferred Entities, the Transferred Assets or the Assumed Liabilities. No investigation by Buyer prior to or after the date of this Agreement shall diminish or obviate any of the Company and its Subsidiariesrepresentations, warranties, covenants or agreements of the Sellers contained in this Agreement. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersDIP Term Sheet. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to Date until the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit conclusion of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing DateCCAA Proceeding, Buyer shall give the Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to their respective Transferred Assets, Transferred Entities and Assumed Liabilities, for the Excluded Assets and Excluded Liabilities andpurposes of (i) the preparation or amendment of Tax Returns, (ii) the determination of any matter relating to the extent that rights or obligations of the Sellers retain or any Liabilities with respect of their Affiliates under this Agreement, or (iii) as is necessary to such itemsadminister, or satisfy their obligations in connection with, the Acquired Assets or Assumed LiabilitiesCCAA Proceeding. Buyer shall, and shall cause each of its controlled Affiliates to, cooperate with the Sellers as may reasonably be requested by the Sellers for such purposes.. Any other provision of this Agreement notwithstanding, the Sellers’ rights under this Section 6.3 are fully assignable by the Sellers to any estate representative, including an official committee, trustee, litigation trust or similar Person empowered by the CCAA Court or applicable Law to discharge any administrative rights or duties in the CCAA Proceeding. For the avoidance of doubt, nothing in this Section 6.3(b) shall require Buyer to take any such action if (i) such action may result in a waiver or breach of any attorney/client privilege, (ii) such action could reasonably be expected to result in violation of applicable Law or Order, or (iii) providing such access or information would be reasonably expected to be disruptive to its normal business operations.‌

Access. (a) Subject to applicable Law, from during the date hereof until the Closing DateInterim Period, Sellers (i) Sellers shall give Buyer and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, data, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject Sellers to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement extent relating to the contraryBusiness, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have , as Buyer reasonably deems necessary in connection with effectuating the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiationsTransactions. It is acknowledged and understood that no investigation by Buyer B▇▇▇▇ or other information received by Buyer B▇▇▇▇ shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller Sellers hereunder. Buyer B▇▇▇▇ agrees that any on-site inspections of any of Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii)Assets, shall be conducted in the presence of Sellers or its their Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of any of the Acquired Real Property Assets by Sellers. (b) From , or operation of the Business, and after shall not violate any applicable Law or confidentiality obligations of any Seller. Notwithstanding the foregoing, Buyer and its Representatives shall not be entitled to any records or information pursuant to this Section 6.2, or otherwise, that is subject to legal privilege or that would or could trigger a breach or violation of any obligations under any confidentiality or privacy provision or privacy rule, to which any Seller is subject, provided that Sellers shall use commercially reasonable efforts to provide records and information in a manner such that Buyer may review without violating any applicable privileges or obligations. On or before the Closing Date, Sellers shall give provide Buyer a true, complete and Buyer's Representatives reasonable access during normal business hours to correct list of the offices, facilities, plants, properties, officers, employees, books name (or employee identification number where no-name disclosure is required by Law) and records site of employment of any and all employees of Sellers pertaining who have experienced, or will experience, an employment loss or layoff as defined by the WARN Act within ninety (90) days prior to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer . Sellers shall give Sellers update this list up to and Sellers' Representative reasonable access during normal business hours to including the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesClosing Date.

Access. Prior to the earlier of (a) Subject the termination of this Agreement pursuant to applicable LawSection 8.1 and (b) the GMR Closing Date the Selling Shareholders will or will cause the Company to, from the date hereof until the Closing Dateupon reasonable notice and request, Sellers (i) shall give Buyer the Purchaser and its Representatives authorized representatives and advisors (collectively, "Representatives") reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel all properties and other representatives, books facilities and records Books and Records of the Company; (ii) permit the Purchaser and the Representatives to make such inspections thereof during normal business hours as the Purchaser may reasonably require, including, to the extent required to provide for the transition in handling of administrative functions, an internal control review and systems review by the internal auditing department of the Purchaser; and (iii) cause its employees and advisors to furnish to the Purchaser and the Representatives on a timely basis such information with respect to the Company as the Purchaser or the Representatives will from time to time reasonably request. In the event that as a result of any such investigation any of the officers of the Purchaser receive notice of material facts which, based on information actually known to them, they and its Subsidiariesthe Purchaser will reasonably determine would be required to be disclosed in the Schedules and are not so disclosed, the Purchaser will use reasonable best efforts promptly to inform the Selling Shareholders of such facts; provided, however, that Buyer's inspection neither the Purchaser nor any of Sellers' properties shall not, without the consent its Representatives will have any obligation to make any inquiry in respect of the Companyforegoing; provided, which consent shall not be unreasonably withheld however, that no such investigation or delayedknowledge heretofore or hereafter made or acquired will in any event constitute or result in any waiver of, include the environmental sampling of or otherwise affect, any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business representations, warranties, covenants or conditions contained herein, all of which, together with all of the Company and its Subsidiaries. All such information shall be provided subject Purchaser's rights hereunder to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders indemnification with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyerthereto, at Buyer's request, in will survive any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; knowledge and the Company acknowledges that information or access may be requested Purchaser will have full and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours absolute rights to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each enforce all of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesrights hereunder.

Access. (a) Subject Prior to applicable Law, from the date hereof until the Closing Date, Sellers Seller shall (i) shall give ImageX and Buyer and its Representatives reasonable access their accounting, legal, business, environmental, engineering, intellectual property and other authorized representatives and advisors full access, during normal business hours hours, to all Facilities of Seller relating to the officesProducts, propertiesthe Assets and the Business, officers(ii) furnish Buyer and ImageX and their authorized representatives and advisors with all documents and information relating to the Products, employeesthe Assets and the Business as may be reasonably requested by Buyer or ImageX or their authorized representatives or advisors, accountants(iii) permit Buyer and ImageX and their authorized representatives and advisors to review all books, auditorsrecords and Contracts relating to the Products, counsel the Assets and the Business as may be reasonably requested by Buyer or ImageX or their authorized representatives and advisors, and make copies thereof, (iv) make available Seller's employees and advisors, including those responsible for the management of the Business, and cause Seller's employees and advisors to furnish Buyer and ImageX and their authorized representatives and advisors with data and other representativesinformation with respect to the Products, books the Assets and records the Business as may be reasonably requested, and discuss with Buyer and ImageX and their authorized representatives and advisors the affairs of the Company Business, (v) facilitate, and accompany Buyer and ImageX and their authorized representatives and advisors on, visits to the customers of the Business for the purpose of assisting Buyer and ImageX in determining whether they will be able, or given the opportunity, to conduct the Business after the Closing with respect to such customers in the manner heretofore conducted by Seller or otherwise to qualify itself or its Subsidiariesproducts or Facilities for the purpose of so conducting the Business, and (vi) fully cooperate with Buyer and ImageX and their authorized representatives and advisors in their investigation and examination of the Products, the Assets and the affairs of the Business. No investigation or receipt of information by or on behalf of any party hereto shall have any effect on, or undermine such party's right to rely on, the representations, warranties and agreements of any other party contained in this Agreement (including without limitation the definitions of Assumed Liabilities and Excluded Liabilities). (b) In the event that the Closing under this Agreement shall not occur, Buyer and ImageX on the one hand, and Seller and the Shareholder on the other hand, shall keep confidential and not use or disclose to any other Person any confidential information acquired by any such party (the "Receiving Party") from any other such party (the "Disclosing Party") pursuant to this Section 7.1 or otherwise disclosed in connection with the negotiation of this Agreement, unless the Disclosing Party shall give its written consent to the contrary; provided, however, that Buyer's inspection the foregoing obligations of Sellers' properties shall not, without the consent confidentiality and of the Company, which consent nonuse and nondisclosure shall not be unreasonably withheld apply to any information which (i) at the time of disclosure or delayeduse is, include or thereafter becomes, available in the environmental sampling public domain through no breach of any environmental media, including air, soil, surface water this Agreement by the Receiving Party; or groundwater, (ii) shall furnish was known to, or otherwise in the possession of, the Receiving Party or its Affiliates prior to Buyer the receipt of such information from the Disclosing Party and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and the Receiving Party can bear the burden of proving that it was so known or otherwise possessed; or (iii) shall instruct is obtained by the Company's Receiving Party from a source other than the Disclosing Party and its Subsidiaries' employees, counsel other than one who would be breaching a commitment of confidentiality to the Disclosing Party by disclosing the information to the Receiving Party and financial advisors to cooperate reasonably with Buyer in its investigation the Receiving Party can bear the burden of proving that it was so obtained; or (iv) is developed by the Receiving Party or their Affiliates independently of the business Disclosing Party's confidential information; or (v) is required to be disclosed by the Receiving Party in connection with a pending Claim; and provided further that in the event the Receiving Party becomes required in connection with a pending Claim to disclose any of the Company information acquired from the Disclosing Party in connection with this Agreement, then the Receiving Party shall provide the Disclosing Party with reasonable notice so that the Receiving Party may seek a court order protecting against or limiting such disclosure or any other appropriate remedy; and its Subsidiariesin the event such protective order or other remedy is not sought, or is sought but not obtained, the Receiving Party shall furnish only that portion of the information which is required and shall endeavor, at the Disclosing Party's expense, to obtain a protective order or other assurance that the portion of the information furnished by the Receiving Party will be accorded confidential treatment. All such information The obligations of Buyer, ImageX, Seller and the Shareholder set forth in this Section 7.1(b) shall be provided subject to in effect for a period of five years from the provisions date of the Confidentiality this Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject to applicable Law, from From the date hereof until through the Closing Date, Sellers (i) the Seller shall give be entitled, through its employees and representatives, to make such investigations of the business operations of the Buyer and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records such examination of the Company books, records and its Subsidiaries; providedfinancial condition of the Buyer, including the month end report after thirty days, as the Seller reasonably considers necessary. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances and the Buyer shall cooperate fully therein. No investigation by the Seller shall, however, that Buyer's inspection of Sellers' properties shall not, without the consent diminish or obviate in any way any of the Companyrepresentations, which consent warranties, covenants or agreements of the Buyer under this Agreement. If this Agreement terminates, the Seller and its affiliates shall return to the Buyer all copies of documents obtained during the course of such investigation or prior thereto and shall keep confidential and shall not be unreasonably withheld disclose to others or delayeduse for their benefit or for the benefit of others in any manner any information obtained during the course of such investigation or prior thereto, include unless readily ascertainable from public or published information, or trade sources, or already known or subsequently developed by the environmental sampling Seller independently of any environmental mediainvestigation of the Buyer, including airor received from a third party not known to the Seller to be under an obligation to the Buyer to keep such information confidential. Promptly after the Closing or the termination of this Agreement, soil, surface water or groundwater, (ii) shall furnish to Buyer the Seller and its Representatives affiliates shall return to the Buyer all copies of documents, if any, obtained during the course of such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors investigation or prior thereto which do not relate to cooperate reasonably with Buyer in its investigation of the business of the Company Buyer and its Subsidiaries. All shall keep confidential and shall not disclose to others or use in any manner any information which does not relate to the business of the Buyer, unless readily ascertainable from public or published information or trade sources, or already known or subsequently developed by the Seller independently of any investigation pursuant to this Section 6.9, or received from a third party not known to the Seller to be under an obligation to the Buyer to keep such information shall be provided subject to confidential. From the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after date hereof through the Closing Date, Sellers the Buyer shall give be entitled, through its employees and representatives, to make such investigations of the business operations of Global Energy and such examination of the books, records and financial condition of Global Energy as the Buyer reasonably considers necessary. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances and the Seller shall cause Global Energy to cooperate fully therein. No investigation by the Buyer shall, however, diminish or obviate in any way any of the representations, warranties, covenants or agreements of the Seller under this Agreement. If this Agreement terminates, the Buyer and Buyer's Representatives reasonable access its affiliates shall return to Global Energy all copies of documents obtained during normal business hours the course of such investigation or prior thereto and shall keep confidential and shall not disclose to others or use for their benefit or for the benefit of others in any manner any information obtained during the course of such investigation or prior thereto, unless readily ascertainable from public or published information, or trade sources, or already known or subsequently developed by the Buyer independently of any investigation of Global Energy, or received from a third party not known to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining Buyer to the Business, and Sellers shall cause their Representatives be under an obligation to furnish Global Energy to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss keep such information with such Representativesconfidential. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and Promptly after the Closing Dateor the termination of this Agreement, the Buyer and its affiliates shall give Sellers and Sellers' Representative reasonable access during normal business hours return to the books and records pertaining Seller all copies of documents, if any, obtained during the course of such investigation or prior thereto which do not relate to the Excluded Assets business of Global Energy and Excluded Liabilities and, shall keep confidential and shall not disclose to others or use in any manner any information which does not relate to the extent that Sellers retain business of Global Energy, unless readily ascertainable from public or published information or trade sources, or already known or subsequently developed by the Buyer independently of any Liabilities with respect investigation pursuant to this Section 6.9, or received from a third party not known to the Buyer to be under an obligation to the Buyer to keep such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesinformation confidential.

Access. (a) Subject Prior to applicable Lawthe Closing, from Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the date hereof until Business as Purchaser deems necessary or advisable and shall have full access to the Closing Date, Sellers (i) auditors and attorneys of Seller. Seller shall give Buyer permit Purchaser and its Representatives employees, agents and representatives, on reasonable notice, to have access during normal business hours to the officesits premises, propertiespersonnel and Records. Seller shall, and shall cause its officers, employeesattorneys and accountants to, accountants, auditors, counsel furnish Purchaser with such financial and operating data and other representativesinformation as Purchaser from time to time shall reasonably request, books including, but not limited to, Seller's balance sheets for the Business as of December 31, 1995 and records June 30, 1996. No investigation by Purchaser shall in any way affect or otherwise diminish the representations, warranties and covenants of the Company and its SubsidiariesSeller hereunder; provided, however, that Buyer's inspection Purchaser shall advise Seller as soon as practicable after it obtains knowledge of Sellers' properties shall not, without the consent any breach or nonperformance of the Companyrepresentations, which consent shall not be unreasonably withheld warranties or delayed, include the environmental sampling covenants of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the BusinessPurchaser will hold, and Sellers shall will cause their Representatives its authorized representatives (including its investors and lending institutions) to furnish hold, in strict confidence, unless compelled to Buyer such financialdisclose by judicial or administrative process or official request or by other requirements of law, technical, operating all documents and other information pertaining to concerning Seller and the Business as Buyer's Representatives shall from time furnished to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, Purchaser in connection with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and transactions contemplated by this Agreement (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, except to the extent that Sellers retain such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any Liabilities other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with respect this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such itemsinformation as confidential. In the event that the transactions contemplated herein are not consummated for any reason, the Acquired Assets Purchaser will, upon request by Seller, promptly return to Seller all copies of any Schedules, statements, documents or Assumed Liabilities. Buyer shallother written information obtained in connection herewith, without retaining any copies or summaries thereof, and shall cause each maintain such confidence except to the extent such information comes into the public domain through no fault of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesPurchaser.

Access. (a) Subject to applicable Law, from From the date hereof until and prior to the Closing DateClosing, Sellers (i) the Seller shall give provide the Buyer and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives Financing Sources with such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall Financing Sources may from time to time reasonably request with respect to any Company, the Subsidiaries and to discuss such information with such Representatives. Sellers shallthe transactions contemplated by this Agreement, and shall cause provide the Buyer and the Financing Sources and their respective representatives reasonable access during regular business hours and upon reasonable notice to the properties, books and records of each Company and each of their Affiliates tothe Subsidiaries as the Buyer or the Financing Sources may from time to time reasonably request; PROVIDED, cooperate HOWEVER, that the Seller shall not be obligated to provide the Buyer or the Financing Sources with any information relating to trade secrets or which would violate any law, rule or regulation or term of any Commitment, or if the provision thereof would adversely affect the ability of the Seller or any of its affiliates (including any Company and the Subsidiaries) to assert attorney-client, attorney work product or other similar privilege. Any disclosure whatsoever during such investigation by the Buyer as may reasonably be requested by Buyer for purposes or the Financing Sources shall not constitute an enlargement of or additional representations or warranties of the Seller beyond those specifically set forth in this Agreement. (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. The Buyer shall, and shall cause each its representatives and the Financing Sources and their representatives, to keep confidential all information and records, whether prepared by the Seller, its advisors or otherwise, and whether written or oral, which were obtained, directly or indirectly, by the Buyer, the Financing Sources or their respective representatives concerning the business of the Companies and/or the Subsidiaries ("Confidential Information"). The Buyer shall, and shall cause its representatives, the Financing Sources and their respective representatives to, use Confidential Information solely in connection with its analysis and review of the transactions contemplated by this Agreement or in connection with operating the business of the Companies and the Subsidiaries. (ii) The Buyer may disclose Confidential Information to (x) the Financing Sources and (y) any of its Affiliates toand the Financing Sources' respective directors, officers, employees, agents and advisors (each a "Representative" and, collectively, the "Representatives") who need to know such Confidential Information for the purpose of assisting the Buyer and the Financing Sources in connection with the transactions contemplated by this Agreement; PROVIDED, HOWEVER, that prior to making such disclosure, the Buyer shall advise the Financing Sources and each such Representative of the Buyer's obligations under this Section 4.03(b) and the Buyer shall be responsible for any breach of this Agreement by the Financing Sources or any such Representative. The Buyer may disclose Confidential Information if required by legal process or by operation of applicable law; PROVIDED, HOWEVER, that the Buyer shall first promptly advise and consult with the Seller and its counsel concerning the information the Buyer proposes to disclose. The Seller shall have the right to seek an appropriate protective order or other remedy concerning the Confidential Information the Buyer proposes to disclose and the Buyer will cooperate with Sellers the Seller to obtain such protective order. In the event that such protective order or other remedy is not obtained by the Seller, the Buyer will disclose only that portion of the Confidential Information which, in the written opinion of the Buyer's counsel, the Buyer is legally required to disclose, and the Buyer will use its best efforts to obtain assurances that confidential treatment will be accorded to such information. (iii) The Buyer's obligations under clauses (i) and (ii) of this Section 4.03(b) do not apply to information which (A) at the time of disclosure is generally available to and known by the public other that as a result of disclosure in violation of clause (i) or (ii) of this Section 4.03(b) or (B) was or becomes available to the Buyer on a non-confidential basis from a source other than the Seller or its agents or advisors; PROVIDED, HOWEVER, that such source is not bound by a confidentiality agreement or obligation of secrecy to the Seller in respect thereof. (iv) In the event that the transaction contemplated hereby is not consummated, all Confidential Information whether or not then in the Buyer's possession, and any copies thereof, or notes or extracts therefrom shall be returned to the Seller, without retaining any copies thereof, and the Buyer shall destroy, as soon as practicable, all copies of any analyses, studies, compilations or other documents prepared by the Buyer or any of its Representatives to the extent that they contain, reflect or are generated from any Confidential Information. (v) The Buyer acknowledges and agrees that any breach by it of the provisions of this Section 4.03(b) will cause the Seller irreparable injury and damage, for which the Seller cannot be adequately compensated in damages. The Buyer, therefore, expressly agrees that the Seller shall be entitled to seek injunctive relief and/or other equitable relief to prevent any anticipatory breach or continuing breach of the provisions of this Section 4.03(b), or any part thereof, and to secure their enforcement. Nothing herein shall be construed as a waiver by the Seller of any right it may reasonably be requested now have or hereafter acquire to monetary damages by Sellers for such purposesreason of any injury to its property, business or reputation or otherwise arising out of any wrongful act or omission of the Buyer under the provisions of this Section 4.03(b).

Access. (a) Subject to applicable Law, from the date hereof until the Closing Date, Sellers (i) shall give Sellers will authorize and permit Buyer and its Representatives representatives to have reasonable access during normal business hours hours, upon reasonable notice and in such manner as will not unreasonably interfere with the conduct of their respective businesses, to all of their respective properties, books, records, operating instructions and procedures, and all other information with respect to the officesBusiness as Buyer may from time to time request, propertiesand to make copies of such books, records and other documents and to discuss their respective businesses with such third persons, including, without limitation, their respective directors, officers, employees, accountants, auditorscounsel, counsel and other representativescreditors, books as Buyer reasonably considers necessary or appropriate for the purposes of familiarizing itself with the Business, the Purchased Assets, the Assumed Liabilities, or the obtaining of any necessary approvals of or Permits and records Licenses for the transactions contemplated by this Agreement and conducting an evaluation of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, Business. (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions solely responsible for all costs and expenses of the Confidentiality Agreementits due diligence investigation. In additionBuyer shall indemnify Sellers and hold Sellers harmless from and against any and all liabilities or obligations, notwithstanding any provision of the Confidentiality Agreement to the contraryor claims in respect thereof, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets personal injury or Assumed Liabilitiesproperty damage arising out of Buyer's due diligence investigation. The Company Buyer and Sellers will maintain in confidence, and will cause their respective partners, stockholders, members, directors, employees, agents and advisors to maintain in confidence, any written, oral or other information obtained from the other party in connection with this Agreement or the transactions contemplated hereby, unless: (A) such information (including, but not limited to, ideas, concepts, know-how, techniques and (iii) Except as may be required by Law or the rules of the New York Stock Exchange or as necessary in connection with the transactions contemplated hereby, no party hereto shall have (a) make any press release or other public announcement relating to this Agreement or the right transactions contemplated hereby, without the prior approval of the other parties hereto or (b) otherwise disclose the existence and nature of negotiations regarding the transactions contemplated hereby to participate in any person or entity other than such negotiations party's accountants, attorneys, agents and agrees representatives, all of whom shall be subject to this nondisclosure obligation as agents of such party. Notwithstanding the foregoing, the parties shall use commercially reasonable efforts to cooperate with Buyer, at Buyer's request, each other in any such negotiations. It is acknowledged the preparation and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections dissemination of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use public announcements of the Acquired Real Property transactions contemplated by Sellersthis Agreement. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject to applicable Law, from After the date hereof of this Agreement until the Closing Date, Sellers (i) shall give Buyer and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records earlier of the Company and its Subsidiaries; providedClosing or the termination of this Agreement, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers Newpark shall, and shall cause each of the Transferred Entities and their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of respective representatives to (i) enabling an independent accounting firm selected by Buyer afford Purchaser and its representatives access, at reasonable times during normal business hours after first obtaining the consent of Newpark, to conduct an audit the books, records, properties and personnel of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the AssetsTransferred Entities; (ii) undertakingfurnish Purchaser and its representatives with such additional financial, with operating and other data and information within the consent control of Newpark and/or the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessmentTransferred Entities as Purchaser may reasonably request; and (iii) undertaking otherwise cooperate with the investigation by Purchaser and its representatives of the Transferred Entities; provided, however, that if the Outside Date is extended past July 1, 2008, Newpark may limit Purchaser’s access to the personnel of the Transferred Entities if Newpark determines, in its reasonable discretion, that such access would be disruptive to Newpark’s business. Any expenses related to the furnishing of such information which is within the control of Newpark and/or the Transferred Entities shall be paid by Newpark. The foregoing shall not require Newpark, DFI, Newpark Texas or any study relating Transferred Entity to Sellers' compliance permit any inspection, or to disclose any information, that in the reasonable judgment of Newpark is reasonably likely to result in the disclosure of any trade secrets to third parties, violate any of its obligations with Lawsrespect to confidentiality or disclose information that does not relate exclusively to the Business. All information provided to Purchaser and its representatives in accordance with this Agreement, including Environmental Laws; this Section 5.1, or by a third party subject to an obligation of confidentiality for the benefit, either directly or indirectly, of Newpark shall, prior to the Closing, be held by Purchaser and its representatives in accordance with, shall be considered “Evaluation Material” under, and shall be subject to the Company acknowledges that terms of, the Confidentiality Agreement. All requests for information made pursuant to this Section 5.1(a) shall be directed to a designated officer of Newpark or access such other individual as may be requested designated by Newpark, and used for such purposeshall not be granted to the extent deemed inconsistent with any Law. (cb) From At and after the Closing Date, Buyer Purchaser shall give Sellers and Sellers' Representative shall cause its Affiliates and each of their respective representatives to afford Newpark and its representatives access, at reasonable access times during normal business hours to after first obtaining the books and records pertaining to the Excluded Assets and Excluded Liabilities andconsent of Purchaser, to the extent that Sellers retain books, records, properties and personnel of the Transferred Entities and furnish Newpark and its representatives with such additional financial, operating and other data and information as Newpark may reasonably request in order to prepare its Tax Returns and other documents and reports required to be filed by it with Governmental Entities, in its financial statements or in connection with any Liabilities Action against or investigation by, any Governmental Entity of, or in connection with respect any Tax examination of, Newpark. All requests for information made pursuant to this Section 5.1(b) shall be directed to a designated officer of Purchaser or such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers other individual as may reasonably be requested designated by Sellers for such purposesPurchaser.

Access. (a) Subject to applicable Law, from the date hereof until the Closing Date, Sellers (i) shall give Buyer and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer in connection with any reasonable business purpose, including claims relating to Excluded Liabilities, financial statements, U.S. Securities and Buyer's Representatives reasonable access during normal business hours Exchange Commission or bank regulatory reporting obligations, or the determination of any matter relating to the offices, facilities, plants, properties, officers, employees, books and records rights or obligations of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each Seller Parties or any of their Affiliates tounder any Transaction Agreement, cooperate with Buyer as may reasonably be requested by Buyer for purposes of upon reasonable prior notice, and except to the extent necessary to (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Businessensure compliance with any applicable Law, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertakingcomply with any contractual confidentiality obligations, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates and their respective Representatives to, cooperate (A) afford each Seller Party and its Representatives and their respective Affiliates reasonable access, during normal business hours, to the properties, books and records of Buyer and its Affiliates in respect of the Transferred Assets and the Assumed Liabilities, (B) furnish to each Seller Party and its Representatives and their respective Affiliates such additional financial and other information regarding the Transferred Assets and the Assumed Liabilities as any Seller Party or its Representatives may from time to time reasonably request and (C) make available to each Seller Party and its Representatives and their respective Affiliates those employees of Buyer or its Affiliates whose assistance, expertise, testimony, notes or recollections or presence may be necessary to assist such Seller Party, its Representatives or their respective Affiliates in connection with Sellers its inquiries for any purpose referred to above, including the presence of such persons as may reasonably be requested by Sellers witnesses in hearings or trials for such purposes; provided, however, that such investigation shall not unreasonably interfere with the business or operations of Buyer or any of its Affiliates; and provided, further, that the auditors and accountants of Buyer or its Affiliates shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. (b) If so requested by Buyer, on the one hand, or Seller or any of its Affiliates, on the other hand, Seller or one of its Affiliates, or Buyer or one of its Affiliates, as the case may be, shall enter into a customary joint defense agreement or common interest agreement with Buyer and its Affiliates, or Seller and its Affiliates, as applicable, with respect to any information to be provided to Seller or its Affiliates pursuant to Section 7.01(a).

Access. (a) Subject Prior to applicable Lawthe Closing, upon reasonable notice from Purchaser, TWA shall, and shall cause each other Seller to, afford to the date hereof until the Closing Dateofficers, Sellers (i) shall give Buyer and its Representatives attorneys, accountants or other authorized representatives of Purchaser reasonable access during normal business hours to the offices, properties, officers, employees, accountantsTransferred Assets, auditors, counsel facilities and other representatives, books and records of such Seller relating to the Company Transferred Assets then owned or previously owned and/or operated by such Seller so as to afford Purchaser full opportunity to make such review, examination and its Subsidiariesinvestigation of such Transferred Assets as Purchaser determines are reasonably necessary in connection with the consummation of the transactions contemplated hereby; provided, however, that Buyer's inspection the foregoing right of Sellers' properties shall not, without the consent of the Company, which consent access shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate exercisable in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate a manner as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use normal operations and business of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers such Seller. Purchaser shall give Buyer and Buyer's Representatives reasonable access during normal business hours be permitted to the offices, facilities, plants, properties, officers, employees, make extracts from or to make copies of such books and records of Sellers pertaining as may be reasonably necessary in connection therewith. Prior to the BusinessClosing, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers TWA shall, and shall cause each of their Affiliates Seller to, promptly furnish Purchaser with access to such maintenance records, operating data and other information relating to the Transferred Assets then owned and/or operated by such Seller as Purchaser may reasonably request. TWA shall promptly deliver to Purchaser such copies of all pleadings, motions, notices, statements, schedules, applications, reports and other papers filed by TWA in the Chapter 11 Cases. Seller shall promptly provide to Purchaser all documents and materials relating to the proposed sale of the Transferred Assets, Assumed Contracts or any portion thereof, including, without limitation, with respect to competing bids, and otherwise cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities andPurchaser, to the extent that Sellers retain reasonably necessary in connection with Purchaser's preparation for or participation in any Liabilities with respect part of the Chapter 11 Cases in which Purchaser's participation is necessary, required or reasonably appropriate. Seller shall promptly deliver to such itemsPurchaser all pleadings, the Acquired Assets motions, notices, statements, schedules, applications, reports and other papers filed in any other judicial or Assumed Liabilitiesadministrative proceeding as Purchaser may reasonably request. Buyer In addition, TWA shall, and shall cause each of its Affiliates the other Sellers to, cooperate consult with Sellers as may reasonably be Purchaser with respect to any written or oral communication concerning, in whole or in part, the transactions contemplated by this Agreement. Without limiting the generality of this Section 8.1, if requested by Purchaser, Sellers shall provide access to the Transferred Assets to Purchaser and its representatives and agents for such purposespurposes of conducting nonintrusive environmental assessments, including Phase I analyses.

Access. During the Pre-Closing Period, the Company shall (a) Subject provide to applicable LawPurchaser and the employees, from officers, directors, agents or representatives of Purchaser (collectively, the “Purchaser Representatives”), upon reasonable prior notice to the Company, reasonable access, during normal business hours, and in such a manner as not to unreasonably interfere with the conduct of any Group Company’s business, to (i) the facilities, assets, properties, books and records of each Group Company and (ii) the employees, managers, officers, directors (or equivalent), agents or representatives of each Group Company (collectively, the “Company Representatives”), and (b) furnish to Purchaser and the Purchaser Representatives such documents, additional financial and operating data and other information related to the business of the Group Companies, or any of them, as Purchaser and the Purchaser Representatives may reasonably request. Notwithstanding the foregoing, none of the Group Companies shall be required to afford such access or information (i) if doing so would constitute a violation of Law or (ii) if the Company reasonably determines after consultation with counsel that doing so would reasonably be expected to result in the loss of privilege to any Group Company (in which case the Company shall promptly notify Purchaser of the potential for such loss of privilege and, unless Purchaser agrees in writing otherwise, the Company shall use its commercially reasonably efforts to cooperate with Purchaser to facilitate Purchaser’s access to such information prior to the Closing in such manner as would not reasonably be expected to result in such loss of privilege). From the date hereof until the Closing DateClosing, Sellers (i) except as otherwise expressly contemplated hereby, neither Purchaser nor any Purchaser Representatives shall give Buyer and its Representatives reasonable access during normal business hours to initiate any contact or other communication with the officesemployees, customers or suppliers of any Group Company about the Group Companies or their respective assets, properties, officersoperations or businesses or in connection with the transactions contemplated by this Agreement or the other Transaction Documents without the Company’s prior written consent (such consent not to be unreasonably withheld, employeesconditioned, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiariesor delayed); provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (iix) shall furnish to Buyer Purchaser and its Representatives such financialAffiliates may contact and communicate with their employees, operating and property related data customers, suppliers and other information as such persons reasonably requestbusiness relations about their assets, properties, operations and businesses, and (iiiy) shall instruct the Company's and if Purchaser, any of its Subsidiaries' employeesAffiliates, counsel and financial advisors to cooperate reasonably with Buyer in its investigation or any of their respective Representatives is contacted by, or receives any communication from, any employee, customer, supplier, or other business relation of a Group Company about any of the business Group Companies, their respective assets, properties, operations, or businesses, or the transactions contemplated by this Agreement or the other Transaction Documents, then Purchaser, such Affiliate, or such Representative shall use commercially reasonable efforts to respond in manner designed to limit the communications insofar as they are about any of the Group Companies, their respective assets, properties, operations or businesses or the transactions contemplated by this Agreement or the other Transaction Documents to what Purchaser, the Company and its Subsidiariesor their respective Affiliates have publicly announced in respect of the transactions contemplated by this Agreement or the other Transaction Documents in accordance with the terms hereof. All such Prior to the Closing, all information disclosed by or on behalf of the Group Companies to Purchaser or any of the Purchaser Representatives shall be provided subject to the provisions of received and held in accordance with the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject to applicable LawUntil the Closing, from the date hereof until the Closing Date, Sellers (i) Seller shall give Buyer the Buyer, its attorneys, accountants and its Representatives other authorized representatives full access, upon reasonable access terms and during normal regular business hours hours, to the Seller's offices, properties, customers, suppliers, employees, products, technology, business and financial records, contracts, business plans, budgets and projections, agreements and commitments and other documents and information concerning the Business, the Transferred Assets and the persons employed by or doing business with the Seller in connection with the Business. Without limiting the generality of the foregoing, with the prior approval of the Seller, the Buyer or its representatives shall be permitted to visit customers and suppliers of the Business for the purposes of checking references and obtaining other information reasonably useful to the Buyer. In order that the Buyer may have full opportunity to make such examination and investigation as it may desire of the Business, the Seller will furnish the Buyer and its representatives during such period with all such information as such representatives may reasonably request and cause the respective officers, employees, accountantsconsultants, auditorsagents, counsel accountants and other representatives, books and records attorneys of the Company Seller to cooperate fully with the representatives of the Buyer in connection with such review and its Subsidiariesexamination and to make full disclosure to the Buyer of all material facts affecting the Transferred Assets, the Business, the prospects of the Business and with respect to the Business only, the Seller's financial condition, business operations and properties; provided, however, that Buyer's inspection of Sellers' properties shall notthe Buyer will, without through the consent of Closing Date, hold the Company, which consent shall not be unreasonably withheld or delayed, include documents and information concerning the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer Seller and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably Business confidential in accordance with Buyer in its investigation of the business of the Company and its SubsidiariesSection 10.16 hereof. All such information shall be provided subject In addition to the provisions of the Confidentiality Agreement. In additionforegoing, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and Seller agrees to cooperate with Buyerprovide, at upon Buyer's request, in any such negotiations. It is acknowledged particular: (a) verification of receipts and understood that no investigation by Buyer expenses for calendar years 1998, 1999 and 2000 and accounts added or other information received by Buyer shall operate as a waiver or otherwise affect any representationdeleted since January 1, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections 2001 in connection with Buyer's determination of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence current levels of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers.receipts; (b) From verification of Business-related employees including wages and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assetsbenefits paid; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose.and (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours site visits to all accounts related to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesBusiness.

Access. (a1) Subject to applicable Law, from From the date hereof of this Agreement until the Closing Date, Sellers Seller shall, upon one (1) Business Day's notice from Purchaser, (i) shall give Buyer Purchaser, its counsel, financial advisors, auditors and its Representatives other authorized representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of Seller or any of its Affiliates, in any event only as relating to the Company Acquired Assets; (ii) furnish Purchaser, its counsel, financial advisors, auditors and other authorized representatives with copies of such information with respect to the Acquired Assets and Assumed Liabilities; (iii) instruct the employees, counsel and financial advisors of Seller to cooperate reasonably with Purchaser in its Subsidiariesinvestigation of the Acquired Assets and Assumed Liabilities and shall allow Purchaser reasonable access to such employees, counsel and financial advisors (provided that such access does not unreasonably interfere with the activities of such employees, counsel and financial advisors); and (iv) cooperate with Seller in providing reasonable access and introduction to Clients; provided that (x) such access or investigation shall be supervised by Seller's representatives and conducted in a manner that does not unreasonably interfere with Seller's normal operations and (y) Seller shall not be required to divulge any records, including certain Client information, to the extent prohibited by applicable agreements, statutes, regulations or Seller employment policies; provided, however, that Buyer's inspection of Sellers' properties if such access is prohibited by an agreement, then Seller shall not, without request the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish applicable party to Buyer and such agreement for permission to disclose such records to Purchaser and/or its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiariesrepresentatives. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no No investigation by Buyer Purchaser or other information received by Buyer Purchaser shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b2) From On and after the Closing Date, Sellers Seller shall give Buyer afford promptly to Purchaser and Buyer's Representatives its agents reasonable access during normal business hours to its books of account, financial and other records (including, without limitation, accountant's work papers, and information and records maintained on the AM Trust System), information, employees and auditors relating solely to the officesBusiness to the extent necessary or useful for Purchaser in connection with any audit, facilitiesinvestigation, plants, properties, officers, employees, books and records of Sellers pertaining dispute 37 or litigation or any other reasonable business purpose relating to the Business, and Sellers ; provided that any such access by Purchaser shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to not unreasonably interfere with the conduct an audit of the Business, including access to the CompanySeller's independent auditors' working papers pertaining to the Business or the Assets; business and (ii) undertakingbe responsible for any expenses that, with individually or in the consent of the Companyaggregate, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purposeare non-deminimus. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

Access. (a) Subject to applicable Law, from the date hereof until the Closing Date, Sellers (i) shall give Sellers will permit representatives of Buyer (including legal counsel and accountants) to have reasonable access at reasonable times, and in a manner so as not to interfere with the normal business operations of Sellers, to all premises, properties, personnel (including its IT support personnel), books, landlords, suppliers, vendors, records (including tax records), contracts, and documents of or pertaining to the Purchased Assets; provided, however, Buyer and its Representatives representatives shall coordinate all requests for access and information with the chief restructuring officer of Sellers. Buyer will treat and hold as such any Confidential Information it receives from Sellers in the course of the reviews contemplated by this §5(d)(i), (ii) or (iii), including, without limitation, any Confidential Information it 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 all tangible embodiments (and all copies) of the Confidential Information which are in its possession. Sellers shall promptly deliver to Buyer copies of all pleadings, motions, notices, statements, schedules, applications, reports and other papers filed by Sellers in their Chapter 11 Case as Buyer shall reasonably request. (ii) Sellers will provide to Buyer 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 applicable terms of the licenses or other agreements relating to such information. (iii) Sellers will provide the Buyer with reasonable access during normal business hours to the officesAcquired Stores for the purpose of installing, propertiesat Buyer’s cost, officerswide area network lines, employees, accountants, auditors, counsel computer software and other representatives, books and records of related assets necessary to transition the Company and its SubsidiariesAcquired Stores on the Closing Date to Buyer’s information technology systems; provided, however, that Buyer's inspection if this Agreement is terminated, Buyer will bear the cost of removing any such assets; and provided further that such installation shall not occur in a manner that unreasonably interferes with Sellers' properties ’ operation of the Acquired Stores; and provided further that in no event shall notBuyer connect the installed equipment or otherwise have access to Sellers’ computer network prior to Closing. Further, Sellers will permit the Buyer to have reasonable access (provided that such access shall be to the extent practicable during times other than normal business hours and Buyer shall bear any associated costs (including, without the consent of the Companylimitation, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (iiassociated payroll and related costs)) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject personnel prior to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Closing so that Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate may train such personnel in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersBuyer’s installed equipment and systems. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes.

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

Access. (a) Subject Prior to applicable Lawthe Closing, from Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Sellers, their Records and the date hereof until Business as Purchaser deems necessary or advisable and shall have full access to the Closing Date, auditors and attorneys of Sellers (i) . Sellers shall give Buyer permit Purchaser and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel agents and other representatives, books on reasonable notice, to have access to their premises, personnel and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining Records relating solely to the Business, and . Sellers shall cause cooperate to provide access to their Representatives to furnish to Buyer Customers, suppliers, lenders and such financial, technical, operating and other information pertaining to the Business parties as Buyer's Representatives shall from time to time Purchaser may reasonably request and to discuss such information with such Representativesrequest. Sellers shall, and shall cause each of their Affiliates officers, attorneys and accountants to, cooperate furnish Purchaser with Buyer such financial and operating data and other information as may Purchaser from time to time shall reasonably be requested by Buyer request, including, but not limited to, Sellers' balance sheets for purposes of (i) enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business as of December 31, 1995 and June 30, 1996. No investigation by Purchaser shall in any way affect or otherwise diminish the Assets; (ii) undertakingrepresentations, with the consent warranties and covenants of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purposeSellers hereunder. (cb) From Purchaser will hold, and after the Closing Datewill cause its authorized representatives (including investors and lending institutions) to hold, Buyer shall give in strict confidence, unless compelled to disclose by judicial or administrative process or official request or by other requirements of law, all documents and information concerning Sellers and Sellers' Representative reasonable access during normal business hours the Business furnished to Purchaser in connection with the books and records pertaining to the Excluded Assets and Excluded Liabilities and, transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with this Agreement, it being understood that such Persons shall be informed by such party of the confidential nature of such information and shall be directed by such party and shall have agreed to treat such information as confidential. In the event that the transactions contemplated herein are not consummated for any reason, Purchaser will promptly return to Sellers retain all copies of any Liabilities with respect to such itemsSchedules, the Acquired Assets statements, documents or Assumed Liabilities. Buyer shallother written information obtained in connection herewith, without retaining any copies or summaries thereof, and shall cause each maintain such confidence except to the extent such information comes into the public domain through no fault of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposesPurchaser.