Common use of Access to Information Clause in Contracts

Access to Information. (a) During the Interim Period, the REIT shall, and shall cause each REIT Subsidiary to, (i) give the Purchaser and its authorized Representatives reasonable access during normal business hours, and upon at least 48 hours’ advance notice, to all properties, facilities, personnel and books and records of the REIT and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect to the business, properties and personnel of the REIT and each REIT Subsidiary as the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌

Access to Information. To the extent permitted by applicable Law and subject to the Confidentiality Agreement dated August 26, 2009 (a) During the Interim Period“Confidentiality Agreement”), the REIT shallCompany shall afford to Parent and to the officers, employees, accountants, counsel, financial advisors and shall cause each REIT Subsidiary toother representatives of Parent, (i) give the Purchaser and its authorized Representatives reasonable access during normal business hours, and upon at least 48 hours’ advance notice, hours during the period from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement pursuant to all Section 9.1 to the Company’s properties, facilitiesbooks, contracts, commitments, personnel and books and records of and, during such period, the REIT and each REIT Subsidiary in such a manner as not Company shall furnish promptly to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and Parent all other information with respect to concerning the Company’s business, properties and personnel of the REIT and each REIT Subsidiary as the Purchaser Parent may reasonably request; provided that all such access no investigation pursuant to this Section 4.3 shall be coordinated through the REIT affect or its designated Representatives, in accordance modify any representation or warranty or any liability with such reasonable procedures as they may establishrespect thereto; and provided further further, however, that the REIT shall not be required Company may restrict or otherwise prohibit access to (any documents or to cause any REIT Subsidiary to) afford such access or furnish such information to the extent that the REIT believes in good faith that doing so would: (i) the Company may not be permitted to provide such access pursuant to applicable Law, (ii) access to any such documents or information is prohibited pursuant to the terms of any confidentiality, non-disclosure or other similar agreement to which the Company is a party as of the date hereof, or (iii) access to documents or information would, in the Company’s reasonable good faith opinion after consultation with outside legal counsel, result in the loss of attorney-client privilege; , work product doctrine or other applicable legal privilege applicable to such documents or information. Parent shall hold, and shall cause its respective officers, employees, accountants, counsel, financial advisors and other representatives and Affiliates to hold, any nonpublic information in confidence in accordance with the terms of the Confidentiality Agreement. If at any time after the date hereof, the Company withholds information or documents from Parent because the Company determines in good faith that (i), (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breachabove may be implicated, contravene or violate any applicable Law then the Company shall promptly (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure and in a manner that does not result in the events set out in clauses (ino event later than 1 Business Day thereafter) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements inform Parent of the REIT or same and Parent and the conditions to Company shall discuss the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌same as soon as reasonably practicable thereafter.

Access to Information. Upon reasonable notice, Home Account and Parent shall each (a) During the Interim Period, the REIT shall, and shall cause each REIT Subsidiary of their respective Subsidiaries to) afford to the officers, (i) give employees, accountants, counsel and other representatives of the Purchaser and its authorized Representatives other, reasonable access during normal business hours, and upon at least 48 hours’ advance noticehours during the period from the date hereof to the Effective Time of the Merger, to all of its properties, facilitiesbooks, personnel contracts, commitments and books records, and records during such period, each of the REIT Home Account and Parent shall (and shall cause each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and (iitheir respective Subsidiaries to) permit such inspections as the Purchaser may reasonably require and furnish promptly furnish the Purchaser with such financial and operating data and other information with respect to the other all information concerning its business, properties and personnel of the REIT and each REIT Subsidiary as the Purchaser such other party may reasonably request; provided provided, however, that all such access notwithstanding the foregoing provisions of this Section 7.2 or any other provision of this Agreement, neither Home Account nor Parent shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information provide to the extent other party any information that is subject to a confidentiality agreement and that relates primarily to a party other than Home Account, Parent or any Subsidiary or former Subsidiary of Home Account or Parent. Each of Home Account and Parent agrees that it will not, and it will cause its respective representatives not to, use any information obtained pursuant to this Section 7.2 for any purpose unrelated to the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations consummation of the REIT or any REIT Subsidiary transactions contemplated by this Agreement. The Confidentiality Agreement dated November 11, 2000 (the "Confidentiality Agreement"), by and between Home Account and Parent, shall apply with respect to confidentiality to information furnished by Home Account, Parent and their respective Subsidiaries and representatives thereunder or hereunder and any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided other activities contemplated thereby. The parties agree that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and the transactions contemplated hereby shall not limit or otherwise affect constitute a violation of the rights or remedies available hereunder.‌Confidentiality Agreement and that the provisions hereof shall supersede all provisions of the Confidentiality Agreement in the event of a conflict.

Access to Information. (a) During From the Interim Perioddate hereof until the Closing, the REIT Seller shall, and shall cause each REIT Subsidiary the Company to, : (ia) give the Purchaser afford Buyer and its authorized Representatives reasonable access to and the right to inspect all of the Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Seller and the Company to cooperate with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted during normal business hourshours upon reasonable advance notice to Seller, and upon at least 48 hours’ advance notice, to all properties, facilities, under the supervision of Seller’s personnel and books and records of the REIT and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation normal operations of the Company. All requests by Buyer for access pursuant to this Section 6.02 shall be submitted or directed to such individuals as Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither Seller nor the Company shall be required to disclose any business conducted information to Buyer if such disclosure would, in Seller’s sole discretion: (x) cause significant competitive harm to Seller, the Company and their respective businesses if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Prior to the Closing, without the prior written consent of Seller, which may be withheld for any reason, Buyer shall not contact any suppliers to, or customers of, the Company and Buyer shall have no right to perform invasive sampling or subsurface investigations of the Real Property. Buyer shall, and shall cause its Representatives to, abide by the REIT or any REIT Subsidiary and (ii) permit such inspections as terms of the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information Confidentiality Agreement with respect to the business, properties and personnel of the REIT and each REIT Subsidiary as the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information provided pursuant to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌6.02.

Access to Information. (a) During the Interim Pre-Closing Period, upon reasonable prior notice, the REIT Blockers and the Company shall, and the Company shall cause each REIT Subsidiary the Company Subsidiaries to, (i) give afford the Purchaser and its authorized Representatives representatives of the Buyer reasonable access access, during normal business hours, and upon at least 48 hours’ advance notice, to all the properties, facilities, personnel and books and records of the REIT Blockers and each REIT Subsidiary in the Group Companies, as applicable, and furnish to the representatives of the Buyer such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such additional financial and operating data and other information with respect to regarding the business, properties and personnel business of the REIT Blockers and each REIT Subsidiary the Group Companies as the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT Buyer or its designated Representativesrepresentatives may from time to time reasonably request for purposes of consummating the transactions contemplated hereby and preparing to operate the business of the Blockers and the Group Companies following the Closing; provided, in accordance with such reasonable procedures as they may establish; and provided further that nothing herein shall require the REIT shall not be required Blockers or any Group Company to (provide access to, or to cause disclose any REIT Subsidiary information to) afford , the Buyer Parties or any of their representatives if such access or furnish disclosure, in the good faith reasonable belief of a Blocker or the Company, as applicable, (a) would waive any legal privilege or (b) would be in violation of applicable Laws or regulations of any Governmental Entity (including Antitrust Laws). Notwithstanding the foregoing, Buyer shall not have access to any Leased Real Property other than the Company’s corporate offices, and, any such information access to the extent that Company’s corporate offices shall be subject to the REIT believes in good faith that doing so would: (i) result in Company’s reasonable security measures and the loss of attorney-client privilege; (ii) violate any obligations applicable requirements of the REIT or any REIT Subsidiary with respect Company’s Leases for access to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which such offices. In no event shall the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation Buyer’s rights under this Section 4.2(a) 8.6 include the right to perform any “invasive” testing or otherwise shall affect the representationssoil, warrantiesair or groundwater sampling, covenants including, without limitation, any Phase I or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌Phase II environmental assessments.

Access to Information. From and after the date hereof until the earlier of the Closing and the termination of this Agreement in accordance with its terms, upon reasonable notice, and subject to (ax) During applicable Laws relating to the Interim Periodexchange of information and/or access to the Group Company’s properties, facilities and/or assets in light of COVID-19 or (y) any restrictions contained in the confidentiality agreements to which any Group Company is subject or bound and any other applicable confidentiality obligation or restriction (legal, contractual or otherwise) of any Group Company, the REIT shallCompany shall provide, and shall or cause each REIT Subsidiary toto be provided, (i) give the Purchaser to Parent and its authorized Representatives reasonable access during normal business hours, and upon at least 48 hours’ advance notice, hours on reasonable notice reasonable access to all properties, facilities, personnel and the books and records of the REIT and each REIT Subsidiary Group Companies (in such a manner so as to not to unreasonably interfere unreasonably with the operation normal business operations of any business conducted Group Company); provided, that all of such information shall be treated as “Evaluation Material” pursuant to the terms of the Confidentiality Agreement, the provisions of which are by this reference hereby incorporated herein and Parent agrees that it shall be bound by the REIT Confidentiality Agreement to the same extent as Parent LLC; provided, that such access may be limited by the Company or any REIT Subsidiary and (ii) permit such inspections as member of the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect Group Company to remote, electronic access in response to COVID-19 to the business, properties extent reasonably necessary to protect the health and personnel safety of the REIT and each REIT Subsidiary as the Purchaser may reasonably requestGroup Companies’ respective managers, officers, directors, partners, members, equityholders, employees, advisors, consultants, agents or other representatives, or customers, lessors, suppliers, vendors or other commercial partners; provided provided, further, that all such access shall be coordinated through not extend to any sampling or testing of environmental media at any Owned Real Property or Leased Real Property. Notwithstanding anything to the REIT or its designated Representativescontrary set forth in this Agreement, during the period from the date hereof until the earlier of the Closing and the termination of this Agreement in accordance with such reasonable procedures as they may establish; and provided further that its terms, none of the REIT Company or any of its Affiliates (including the Group Companies) or Representatives shall not be required to (disclose to Parent, Merger Sub or to cause any REIT Subsidiary to) afford such access or furnish such information to the extent that the REIT believes in good faith that doing so wouldof its Representatives any information: (i) if doing so would violate any contract, fiduciary duty or Law to which the Company or any of its Affiliates (including the Group Companies) is a party or is subject or bound by; (ii) if it reasonably determined upon the advice of counsel that doing so could result in the loss of the ability to successfully assert attorney-client privilegeclient, work product or similar legal privileges; (iiiii) violate any obligations of if the REIT Company or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breachof its Affiliates, contravene or violate any then effective Contract to which on the REIT one hand, and Parent, Merger Sub or any REIT Subsidiary of their respective Affiliates, on the other hand, are adverse parties in any Action and such information is partyreasonably pertinent thereto; (iv) if the Company reasonably determines that such information should not be disclosed due to its competitively sensitive nature; or (iiiv) breachrelating to Taxes or Tax Returns other than to the extent related to the Group Companies; provided, contravene or violate any applicable Law (provided that in the event that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result restrictions in the events set out in foregoing clauses (i) through or (iii)). No investigation under this Section 4.2(aii) or otherwise apply, the Seller Representative shall affect the representations, warranties, covenants or agreements provide Parent with a reasonably detailed description of the REIT information not provided, and the Seller Representative and the Group Companies shall cooperate in good faith to design and implement alternative disclosure arrangements to enable Parent to evaluate such information without violating such contract, duty or the conditions to the obligations of the Parties under this Agreement and shall not limit Law or otherwise affect the rights or remedies available hereunder.‌jeopardizing such privilege.

Access to Information. (a) During the Interim Periodperiod from the date of this Agreement and continuing until the Closing Date, at reasonable times without causing unreasonable disruption to the Target Companies’ respective Businesses, consistent with applicable Law (including any applicable Public Safety Measures), so long as such access does not jeopardize the health and safety of any employee of the Target Companies, the REIT Primary Companies shall, and shall cause each REIT Subsidiary the other Target Companies to, (i) give the Purchaser and its authorized Representatives reasonable representatives full access during normal business hoursto all offices and other facilities, and upon at least 48 hours’ advance notice, to all properties, facilities, personnel and books and records records, of the REIT Target Companies, and each REIT Subsidiary in such a manner as not to interfere unreasonably with will, and will cause the operation of any business conducted by the REIT or any REIT Subsidiary and (ii) other Target Companies to, permit such inspections as the Purchaser may to make, and will reasonably require cooperate, and promptly will cause the other Target Companies to reasonably cooperate, with regard to, such inspections, and will cause the Target Companies’ officers to furnish to the Purchaser with such financial and operating data and other similar information as the Purchaser may from time to time reasonably request. Notwithstanding the foregoing, the Target Companies may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third Person, (ii) information that, if disclosed, would violate an attorney-client or other privilege or would constitute a waiver of rights as to attorney work product or attorney-client privilege held by the Seller or any Seller Affiliate (including the Target Companies), or (iii) information, the disclosure of which would violate applicable Law, such as portions of documents or information relating to pricing or other matters that are highly sensitive, if the exchange of such documents (or portions thereof) or information, as determined by the Seller’s legal counsel, might reasonably violate applicable Law. Notwithstanding anything herein to the contrary, in no event shall the Seller, the Target Companies, or any Affiliate of Seller be required to (x) allow the Purchaser to speak to any of their respective employees, other than the Persons set forth on Schedule 6.2 of the Disclosure Schedules, or (y) conduct, or permit any other Person to conduct, any invasive environmental testing or assessments with respect to the businessOwned Real Estate or the Leased Real Property, properties and personnel absent the prior written consent of the REIT and each REIT Subsidiary as the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌Target Company.

Access to Information. During the Pre-Closing Period, the Debtors agree to provide (a) During the Interim PeriodBackstop Parties with such other material information regarding, the REIT shall, and shall cause each REIT Subsidiary to, (i) give the Purchaser and its authorized Representatives reasonable access during normal business hours, and upon at least 48 hours’ advance noticebut with respect to Delta, to all properties, facilities, personnel and books and records of the REIT and each REIT Subsidiary in such a manner as extent not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other constituting competitively-sensitive information with respect to the businessDebtors and their Affiliates, properties their securities, the operations, business affairs and personnel financial condition of the REIT and Debtors, in each REIT Subsidiary case as the Purchaser Backstop Parties may reasonably request from time to time and (b) upon request, provide the Backstop Parties’ Advisors who have signed customary confidentiality agreements information (to the extent practically available) reasonably requested regarding the Company or its Subsidiaries; provided that all such access shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT foregoing obligation shall not be required require the Company or any Debtor or any of their employees, officers, advisors or other representatives to (1) take any action or to cause share any REIT Subsidiary to) afford information which is restricted or prohibited by obligations of confidentiality binding on the Company or any Debtor, applicable Law or the rules of any applicable securities exchange (provided, that such access Company or furnish Debtor, as applicable, must only withhold the portion of such information or materials that are actually subject to the extent that the REIT believes in good faith that such confidentiality obligations, applicable Law or rules of any applicable securities exchange, and unless otherwise restricted from doing so would: (i) result in the loss of attorney-client privilege; (ii) violate by any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breachaforementioned, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for provide such access withheld information or disclosure in materials to the Backstop Parties’ Advisors pursuant to a manner confidentiality agreement); provided further, that, except with respect to Delta (or any of its Related Purchasers or Ultimate Purchasers that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(aare Affiliates) or otherwise the Debtors, the foregoing shall affect not in any event permit any other party to the representations, warranties, covenants Restructuring Support Agreement (or agreements such party’s representatives or Affiliates) to have access to any contracts between any of the REIT Debtors and Delta or its Affiliates, other than the conditions to Transaction Agreements, nor (2) disclose any document or share any information over which the obligations Company or any Debtor asserts any legal professional privilege nor waive or forego the benefit of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌any applicable legal professional privilege.

Access to Information. (a) During From the Interim Perioddate hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, the REIT Company shall, subject in all respects to the terms of, and shall cause each REIT Subsidiary tothe restrictions contained in, the Confidentiality Agreement: (i) give afford to the Purchaser and its authorized Representatives of Purchaser, reasonable access during normal business hours, and upon at least 48 hours’ advance notice, hours to all the properties, facilities, personnel and books and records of the REIT Company upon reasonable advance notice and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and under reasonable circumstances; (ii) permit furnish Purchaser and its Representatives with copies of all such inspections Contracts, books and records and other existing documents and data as the Purchaser or its Representatives may reasonably require request; and promptly furnish (iii) make available during normal business hours to Purchaser or its Representatives upon reasonable advance notice and under reasonable circumstances the Purchaser with such financial appropriate individuals (including senior-level Company management, attorneys and operating data and other information with respect to accountants) for discussion of the Company’s business, properties properties, prospects and personnel of the REIT and each REIT Subsidiary as the Purchaser may reasonably request; provided , it being understood and agreed that all such access shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information received pursuant to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in foregoing clauses (i) through (iii)). No investigation under ) may be shared by Purchaser and its Representatives with the Debt Financing Sources and/or actual or prospective providers of any portion of the Debt Financing in connection with the Debt Financing; provided, however, that nothing in this Section 4.2(a) 5.2 or otherwise shall affect require the representationsCompany to furnish to Purchaser or its Representatives any materials prepared by the Company’s financial, warrantiesaccounting, covenants or agreements legal Representatives or which is subject to an attorney/client or an attorney work product privilege or which may not be disclosed pursuant to Applicable Law, a protective order or confidentiality agreement. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the REIT Sellers’ Representative, which may not be unreasonably withheld, Purchaser shall have no right to perform invasive or the conditions to the obligations subsurface investigations of the Parties under this Agreement and shall not limit properties or otherwise affect Facilities of any member of the rights or remedies available hereunder.‌Company Group.

Access to Information. (a) During At the Interim Periodrequest of the Purchaser, the REIT Companies shall, from time to time, give or cause to be given to the Purchaser, its officers, employees, counsel, accountants and shall cause each REIT Subsidiary toother representatives, (i) give upon reasonable notice to the Purchaser and its authorized Representatives reasonable Companies, access during normal business hours, and upon at least 48 hours’ advance noticewithout undue disruption to the Companies' Business, to the properties and assets and all properties, facilities, personnel and books and records of the REIT books, minute books, title papers, records, files, Contracts, insurance policies, environmental records and each REIT Subsidiary in such a manner as not reports, licenses and documents of every character of the Companies, and the Companies shall furnish or cause to interfere unreasonably with be furnished to the operation of any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data Purchaser, its officers, employees, counsel, accountants and other representatives all of the information with respect to the business, Companies and/or the Companies' properties and personnel or assets as any of the REIT and each REIT Subsidiary as the Purchaser them may reasonably request. The Purchaser, its officers, employees, counsel, accountants and other representatives shall have the authority to interview, as reasonably necessary and without undue disruption to the Companies' Business, all employees, customers, vendors, suppliers and other parties having relationships with the Companies, and the Companies shall make such introductions as may be requested; provided provided, however, that all such access to customers shall, if at all, be done in a commercially reasonably manner consistent with the best interests of the Companies and shall be coordinated through subject to the REIT or its designated Representativesprior consent of the Companies, in accordance with such reasonable procedures as they may establish; and provided further that the REIT which consent shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information unreasonably withheld. In addition, the Purchaser may, subject to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations conditions stated above, at its sole cost and expense, through its officers, employees, counsel, accountants and other representatives, conduct such investigations and examinations of the REIT Companies' properties and assets as it reasonably deems necessary or any REIT Subsidiary with respect advisable, and the Companies will provide reasonable cooperation to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure Persons in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌such investigations.

Access to Information. (a) During From the Interim Perioddate hereof until the Closing Date, the REIT shallSeller will, and shall will cause each REIT Subsidiary its Affiliates and employees and will use reasonable best efforts to cause its Representatives (other than its Affiliates and employees) and third party administrators to, (i) give the Purchaser Buyer and its authorized Representatives reasonable access during normal business hoursto the offices, and upon at least 48 hours’ advance notice, to all properties, facilities, personnel and books and records and employees of the REIT and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT Seller or any REIT Subsidiary and of its Affiliates (to the extent relating to the Company or the Business), (ii) permit give Buyer and its Representatives reasonable access to all personnel and employment information with respect to the employees of Seller or any of its Affiliates primarily engaged in providing services to the Company (including but not limited to compensation, benefits information and performance appraisals), to the extent such inspections as the Purchaser may reasonably require information is necessary for Buyer to make evaluations for potential offers of employment to such employees, (iii) furnish to Buyer and promptly furnish the Purchaser with its Representatives such financial and operating data and other information with respect relating to the businessCompany and the Business as such Persons may reasonably request and (iv) cooperate with, properties and personnel make themselves and any Books and Records in their possession relating to the Business, as applicable, reasonably available to, Buyer in its investigation of the REIT and each REIT Subsidiary Business, as the Purchaser may reasonably requestapplicable; provided that all such access Seller shall have no obligation to make payments or incur any liability in causing its Representatives (other than its Affiliates and employees) and third party administrators to take any of the actions specified above. Any investigation pursuant to this Section 5.02 shall be coordinated through conducted in such manner so as not to interfere unreasonably with the REIT or its designated Representativesconduct of the Business. Notwithstanding the foregoing, in accordance with such reasonable procedures as they may establish; and provided further that the REIT Buyer shall not be required have access to (personnel records relating to individual performance or to cause any REIT Subsidiary to) afford such access evaluation records, employee medical histories or furnish such other information to the extent that the REIT believes which in Seller’s good faith that doing so would: (i) result in opinion is sensitive or the loss disclosure of attorney-client privilege; (ii) violate any obligations of the REIT which could subject Seller or any REIT Subsidiary with respect of its Affiliates to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements risk of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌liability.

Access to Information. (a) During From the Interim Perioddate hereof until the Closing, upon reasonable advance notice, the REIT Company shall, and shall cause each REIT Subsidiary of its Subsidiaries to, (i) give provide to the Purchaser Parent Parties and its authorized Representatives reasonable access their representatives during normal business hours, and upon at least 48 hours’ advance notice, hours reasonable access to all propertiesemployees, facilities, personnel and books and records of the REIT Company and each REIT Subsidiary its Subsidiaries reasonably requested; provided, that (a) such access shall occur in such a manner as not the Company reasonably determines to interfere unreasonably with be appropriate to protect the operation confidentiality of the transactions contemplated by this Agreement, (b) nothing herein shall require the Company to provide access to, or to disclose any business conducted by information to, the REIT Parent Parties or any REIT Subsidiary and of their representatives if such access or disclosure, in the good faith reasonable belief of the Company, (i) would cause significant competitive harm to the Company or any of its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect to the businesswould waive any legal privilege, properties and personnel of the REIT and each REIT Subsidiary as the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breachwould be in violation of applicable Laws (including federal antitrust Law and any other applicable Laws). All of such information provided to the Parent Parties shall be treated as confidential information pursuant to the terms of the Confidentiality Agreement, contravene or violate any applicable Law (the provisions and restrictions of which are by this reference hereby incorporated herein; provided that nothing therein shall prohibit or limit the REIT shall use commercially reasonable efforts Parent Parties from disclosing any such information to allow for any Person that is considering entering into a Supplemental Financing (in each case, provided that such access or Person is subject to customary confidentiality obligations with respect to such information) after giving prior written notice of such disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌Holder Representative.

Access to Information. Until the Expiration Date, Purchaser shall be entitled, through its officers, employees and other representatives (a) During the Interim Periodincluding for purposes of this Agreement, the REIT shallconsultants, agents, legal advisors and shall cause each REIT Subsidiary to, (i) give the Purchaser and its authorized Representatives reasonable access during normal business hours, and upon at least 48 hours’ advance noticeaccountants), to all make such investigation of the properties, facilitiesbusinesses, personnel and operations, books and records of the REIT Group Companies as it reasonably requests, and each REIT Subsidiary to make extracts and copies of such books and records; provided that any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances and shall be subject to restrictions under applicable Laws (which restrictions may include limitations under applicable antitrust Law). The Company shall cause the officers, employees, and other representatives of the Group Companies to cooperate with Purchaser and Purchaser’s representatives in connection with such a manner as not to interfere unreasonably investigation and examination, and Purchaser and its representatives shall cooperate with the operation of Company and its representatives and shall use their reasonable efforts to minimize any business conducted by disruption to the REIT business. Notwithstanding anything herein to the contrary, no such investigation or examination shall (i) be permitted to the extent that it would require the Company or any REIT Subsidiary of its Subsidiaries to disclose information relating to matters between the Company and Purchaser which are subject to attorney-client privilege or conflict with any confidentiality obligations to which any Group Company is bound, and (ii) permit such inspections as affect or be deemed to modify any representation or warranty made by the Purchaser may reasonably require Company or the Sellers. Subject to applicable Laws, and promptly furnish the Purchaser with such financial and operating data and other information with respect notwithstanding anything to the business, properties contrary contained herein and personnel without derogating from any provision of the REIT and each REIT Subsidiary as the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT or its designated RepresentativesConfidentiality Agreement, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information prior to the extent that Closing, without the REIT believes in good faith that doing so would: prior written consent of the Company, (i) result in Purchaser shall not utilize any Confidential Information provided by or on behalf of the loss of attorney-client privilege; Company or any Seller to contact any suppliers or customers of, the Company, and (ii) violate any obligations Purchaser shall have no right to perform invasive or subsurface investigations of the REIT properties or facilities of the Company or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌its Subsidiaries.

Access to Information. (a) During From the Interim Perioddate hereof until the Closing, upon reasonable notice, the REIT shall, and Seller Parent shall cause the Company and PRC Subsidiaries and each REIT Subsidiary toof their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) give afford the Purchaser and its authorized Representatives representatives reasonable access during normal business hoursto the offices, and upon at least 48 hours’ advance notice, to all properties, facilities, personnel properties and books and records of the REIT Company and each REIT Subsidiary PRC Subsidiaries and (ii) furnish to the officers, employees, and authorized agents and representatives of the Purchaser such additional financial and operating data and other information regarding the Business (or copies thereof) as the Purchaser may from time to time reasonably request; provided, however, that any such access or furnishing of information shall be conducted at the Purchaser’s expense, during normal business hours, under the supervision of the Seller Parent’s personnel and in such a manner as not to interfere unreasonably with the operation normal operations of any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect Business. Notwithstanding anything to the businesscontrary in this Agreement, properties and personnel of the REIT and each REIT Subsidiary as the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT Seller Parent shall not be required to (or to cause disclose any REIT Subsidiary to) afford such access or furnish such information to the extent that Purchaser if such disclosure would, in the REIT believes in good faith that doing so would: Seller Parent’s sole discretion, (i) result in cause significant competitive harm to the loss of Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; other legal privilege or (iii) breach, contravene or violate any applicable Law (provided that Laws, fiduciary duty or binding agreement entered into prior to the REIT date hereof. Nothing set forth herein shall use commercially reasonable efforts be interpreted to allow for such access or disclosure prevent the Purchaser Shareholder from acting in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements his capacity as chief executive officer of the REIT or the conditions Seller Parent and having access to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌information consistent with such position.

Access to Information. From the date hereof until the Effective Time (a) During the Interim Periodor termination of this Agreement), the REIT shallCompany shall give Parent, its counsel, financial advisors, auditors and shall cause each REIT Subsidiary to, (i) give the Purchaser and its other authorized Representatives full access at reasonable access during normal business hourstimes to the offices, and upon at least 48 hours’ advance notice, to all properties, facilitiespermits, personnel and files, books and records of the REIT Company and each REIT Subsidiary in such a manner as not its Subsidiaries, will furnish to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary Parent, its counsel, financial advisors, auditors and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with other authorized Representatives such financial and operating data and other information as such Persons may reasonably request and will instruct the Company's employees, counsel and financial advisors to cooperate with respect to the business, properties and personnel Parent in its investigation of the REIT operations, business and/or properties of the Company and each REIT Subsidiary as the Purchaser its Subsidiaries, including in connection with any environmental assessment or assessments (which may reasonably requestinclude visual and physical inspections and testing); provided that all such access no investigation pursuant to this Section shall affect any representation or warranty given by the Company to Parent hereunder and nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of law or any confidentiality agreement in effect as of the date of this Agreement. All nonpublic information provided to, or obtained by, Parent in connection with the transactions contemplated hereby shall be coordinated through "Confidential Information" for purposes of the REIT confidentiality agreement previously executed by or on behalf of Parent and the Company (the "Confidentiality Agreement"); provided, however, that notwithstanding anything to the contrary contained in the Confidentiality Agreement or this Agreement, nothing shall prohibit Parent or Merger Subsidiary from including, after prior consultation with the Company or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required Schedule TO, the Offer to (or to cause any REIT Subsidiary to) afford such access or furnish such information to Purchase, the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT other Offer Documents or the conditions Proxy Statement any information that is required by law to be disclosed therein in connection with the obligations purchase of Shares or the Parties under this Agreement solicitation of proxies in connection with the Offer and shall not limit or otherwise affect the rights or remedies available hereunder.‌Merger, respectively.

Access to Information. (a) During Confidentiality. From the Interim Perioddate hereof until the Closing, upon reasonable notice, the REIT Company shall, and shall cause each REIT Company Subsidiary to, provide to Parent Parties and their representatives (iincluding any Financing Sources and their representatives) give the Purchaser and its authorized Representatives reasonable access during normal business hours, and upon at least 48 hours’ advance notice, hours reasonable access to all propertiesemployee, facilities, personnel and books and records of the REIT Company and each REIT Subsidiary the Company Subsidiaries reasonably requested; provided that (a) such access shall occur in such a manner as not the Company reasonably determines to interfere unreasonably with be appropriate to protect the operation confidentiality of the transactions contemplated by this Agreement, or (b) nothing herein shall require the Company to provide access to, or to disclose any business conducted by information to, the REIT Parent Parties or any REIT of their representatives if such access or disclosure, in the good faith reasonable belief of the Company, (i) would cause significant competitive harm to the Company or any Company Subsidiary and if the transactions contemplated by this Agreement are not consummated, (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect to the business, properties and personnel of the REIT and each REIT Subsidiary as the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause would waive any REIT Subsidiary to) afford such access or furnish such information to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; legal privilege or (iii) breachwould be in violation of applicable Laws (including the HSR Act and any other applicable Laws). All of such information provided to the Parent Parties shall be treated as confidential information pursuant to the terms of the Confidentiality Agreement, contravene the provisions and restrictions of which are by this reference hereby incorporated herein; provided that nothing therein shall prohibit or violate limit Parent Parties from disclosing any applicable Law such information to their potential financing sources (provided that such financing sources are obligated to maintain the REIT shall use commercially reasonable efforts to allow for confidentiality of such access or information) after giving prior written notice of such disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌Stockholders’ Representative.

Access to Information. (a) During Upon reasonable notice and subject to applicable laws relating to the Interim Periodexchange of information and to the Confidentiality Agreement dated February 27, 1996, as amended (the REIT "Confidentiality Agreement"), among the parties to this Agreement, each of Professionals Group and PPTF shall, and shall cause each REIT Subsidiary of their respective Subsidiaries to, afford to the officers, employees, accountants, counsel and other representatives of the other party, access, during normal business hours during the period prior to the INSCX Xxxective Time, to all its properties, books, contracts, commitments and records and, during such period, each of Professionals Group and PPTF shall, and shall cause their respective Subsidiaries to, make available to the other party (i) give a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the Purchaser and its authorized Representatives reasonable access during normal business hoursrequirements of federal securities laws or state insurance laws (other than reports or documents which Professionals Group or PPTF, and upon at least 48 hours’ advance noticeas the case may be, is not permitted to all properties, facilities, personnel and books and records of the REIT and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted disclose under applicable law or by the REIT or any REIT Subsidiary agreement) and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and all other information with respect to the concerning its business, properties and personnel of the REIT and each REIT Subsidiary as the Purchaser such party may reasonably request; provided that all such access . Neither Professionals Group nor PPTF nor any of their respective Subsidiaries shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (provide access to or to cause any REIT Subsidiary to) afford such access or furnish such disclose information to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for where such access or disclosure in a manner that does not result in would violate or prejudice the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) rights of Professionals Group's or otherwise shall affect PPTF's, as the representationscase may be, warrantiescustomers, covenants or agreements jeopardize the attorney-client and work product privileges of the REIT entity in possession or the conditions control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the obligations date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌preceding sentence apply.

Access to Information. (a) During From the Interim Perioddate of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in ARTICLE VII, and subject to applicable Law and the Confidentiality Agreement, the REIT Company shall, and shall cause each REIT Subsidiary its Subsidiaries to, afford to Parent and Parent’s Representatives, reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices, and other facilities and to all books, records, contracts, and other assets of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time; provided, however, that (i) give the Purchaser foregoing shall not require the Company or any of its Subsidiaries to permit access to (A) any information that is subject to attorney client privilege or other privilege or trade secret protection or the work product doctrine, (B) any information that in the reasonable opinion of the Company would violate any Law, or (C) such documents or information that are reasonably pertinent to any litigation, suit, action or proceeding between the Company and its authorized Representatives reasonable access during normal business hoursAffiliates, on the one hand, and upon at least 48 hours’ advance noticeParent and its Affiliates, on the other hand, provided that, with respect to all properties(A) and (B), facilitiesthe Company shall use its reasonable best efforts to provide as much of such information (or access thereto) as possible in a manner that would not be restricted pursuant to the foregoing clauses, (ii) any such investigation shall be conducted under supervision of appropriate personnel and books and records of the REIT Company and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation normal business or operations of the Company or its Subsidiaries or otherwise result in any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information undue burden with respect to the business, properties prompt and personnel timely discharge by employees of the REIT and each REIT Subsidiary as the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT Company or its designated Representatives, in accordance with such reasonable procedures as they may establish; Subsidiaries of their normal duties and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT Parent shall use its commercially reasonable efforts to allow minimize to the extent reasonably practicable any disruption to the businesses of the Company that may result from any such requests for such access and (iii) any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures, policies and insurance requirements and in no event shall Parent or disclosure in a manner that does not result Parent’s Representatives be permitted to conduct any sampling of any environmental media, including soil, sediment, groundwater, surface water, indoor or outdoor air or building material without the prior written approval of the Company, which consent shall be in the events set out sole discretion of the Company. For the avoidance of doubt, nothing in clauses (i) through (iii)). No investigation under this Section 4.2(a5.03(a) will be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. The Company may, as it deems advisable and necessary, reasonably designate commercially sensitive material provided to the other as “Outside Counsel Only Material” or with similar restrictions, and such materials and the information contained therein shall be given only to the outside counsel of the recipient, or otherwise shall affect as the representationsrestriction indicates, warranties, covenants and be subject to any additional confidentiality or agreements of joint defense agreement between the REIT or the conditions parties. Notwithstanding anything to the contrary herein, the Company may satisfy its obligations of the Parties set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌Law.

Access to Information. (a) During From the Interim Perioddate hereof until the Closing, the REIT Seller shall, and shall cause each REIT Subsidiary Group Company to, : (ia) give the Purchaser afford Buyer and its authorized Representatives reasonable access to and the right to inspect all of the Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Group Companies; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Group Companies as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of each Group Company to cooperate with Buyer in its investigation of the Group Companies; provided, however, that any such investigation shall be conducted during normal business hourshours upon reasonable advance notice to Seller, and upon at least 48 hours’ advance notice, to all properties, facilities, under the supervision of the applicable Group Company’s personnel and books and records of the REIT and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation normal operations of the applicable Group Company. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any business conducted Group Company shall be required to disclose any information to Buyer if such disclosure would, in the sole discretion of Seller: (x) cause significant competitive harm to a Group Company and its businesses if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Prior to the Closing, without the prior written consent of Seller, not to be unreasonably withheld, Buyer shall not contact any suppliers to, or customers of, any Group Company. Buyer shall, and shall cause its Representatives to, abide by the REIT or any REIT Subsidiary and (ii) permit such inspections as terms of the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information Confidentiality Agreement with respect to the business, properties and personnel of the REIT and each REIT Subsidiary as the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information provided pursuant to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌5.02.

Access to Information. (a) During At all times prior to the Interim PeriodEffective Time or the termination of this Agreement in accordance with its terms, upon reasonable advance notice and to the extent consistent with applicable Laws, the REIT shall, Company shall afford Buyer and shall cause each REIT Subsidiary to, its Representatives reasonable access to (i) give all of the Purchaser assets, properties, Books and Records and Contracts of the Company and its authorized Representatives reasonable access during normal business hoursSubsidiaries, and upon at least 48 hours’ advance notice, to all properties, facilities, personnel and books and records of the REIT and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and all other information with respect to concerning the business, assets, properties and personnel (subject to restrictions imposed by applicable law) of the REIT Company and each REIT Subsidiary its Subsidiaries as the Purchaser Buyer may reasonably request; provided that , and (iii) all such access shall be coordinated through Employees of the REIT or Company and its designated RepresentativesSubsidiaries as identified by Buyer. Notwithstanding the foregoing, in accordance with such reasonable procedures as they may establish; and provided further that the REIT Company shall not be required to (or to cause any REIT Subsidiary to) afford provide such access or furnish such information to the extent that the REIT believes in good faith that doing so would: (i) it could jeopardize any applicable attorney-client or would result in the loss breach of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective a Material Contract to which the REIT Company is a party or is otherwise bound; provided, however that, in the event the Company withholds or prevents any REIT Subsidiary is party; or (iii) breachsuch access, contravene or violate any applicable Law (provided that the REIT it shall use commercially its reasonable best efforts to allow for provide Buyer and its Representatives such access requested or disclosure in sought information or data pursuant to a manner that does not result in the events set out in clauses reasonable alternative accommodation. The Company agrees to provide to Buyer and its accountants, counsel and other Representatives copies of internal financial statements (iincluding Tax Returns and supporting documentation) through (iii))promptly upon request. No information or knowledge obtained in any investigation under conducted pursuant to this Section 4.2(a) 7.12 or otherwise shall affect or be deemed to qualify, limit, modify, amend or supplement any representation or warranty contained herein or in the representationsDisclosure Schedule, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under parties to consummate the Merger in accordance with the terms and provisions of this Agreement and shall not limit Agreement, or otherwise affect the rights of Buyer or remedies available hereunder.‌any Indemnified Party under or arising out of a breach of this Agreement.

Access to Information. Between the date of this Agreement and the Closing Date, the Company shall (a) During the Interim Periodgive Parent, the REIT shallAcquisition Sub and their respective counsel, financial advisors, Affiliates, auditors and shall cause each REIT Subsidiary toother authorized representatives (collectively, (i“Acquiror’s Representatives”) give the Purchaser and its authorized Representatives reasonable access during normal business hourshours to the offices, and upon at least 48 hours’ advance notice, to all properties, facilitiesContracts, personnel and books and records (including Tax Returns and other Tax-related information) of the REIT Company and each REIT Subsidiary in such a manner as not its Subsidiaries, (b) furnish to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with Acquiror’s Representatives such financial and operating data and other information with respect (including Tax Returns and other Tax-related information) relating to the businessCompany, properties its Subsidiaries and personnel their respective operations as such Persons may reasonably request and (c) instruct the employees, counsel and financial advisors of the REIT Company and each REIT Subsidiary as its Subsidiaries to cooperate with Parent and Acquisition Sub in their investigation of the Purchaser may reasonably requestbusiness of the Company and its Subsidiaries; provided provided, however, that all such access shall only be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information to the extent that such access would not violate Applicable Laws. Prior to the REIT believes in good faith that doing so would: (i) result in Effective Time, any information relating to the loss of attorney-client privilege; (ii) violate any obligations Company or its Subsidiaries made available pursuant to this Section 5.3, shall be subject to the provisions of the REIT or Confidentiality Agreement. Prior to the Effective Time, neither Parent nor Acquisition Sub shall, and Parent and Acquisition Sub shall cause each of the Acquiror’s Representatives not to, use any REIT Subsidiary with respect information acquired pursuant to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect 5.3 for any purpose unrelated to the representations, warranties, covenants or agreements consummation of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌transactions contemplated hereby.

Access to Information. (a) During From and after the Interim Perioddate hereof, the REIT and subject to Applicable Law, Seller shall, and shall cause each REIT Subsidiary its Affiliates to, (i) give to Buyer the Purchaser Parties and its authorized their respective counsel, financial advisors, auditors and other Representatives reasonable access access, during normal business hours, and upon at least 48 hours’ advance noticeto the offices, to all properties, facilitiesassets, personnel and books and records of Seller and its Affiliates (as it relates to the REIT Business), (i) furnish to Buyer and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary its Affiliates and (ii) permit such inspections as the Purchaser may reasonably require their respective counsel, financial advisors, auditors and promptly furnish the Purchaser with other Representatives such financial and operating data and other information as such Persons may reasonably request (including any information necessary or useful in connection with respect any audit, investigation, dispute or any other reasonable business purpose relating to the businessBusiness) and (i) use commercially reasonable efforts to cause the employees, properties counsel, financial advisors, auditors and personnel other Representatives of Seller or any of its Affiliates to cooperate with Buyer in its investigation of the REIT and each REIT Subsidiary as the Purchaser may reasonably requestBusiness; provided that all such Seller may restrict the foregoing access shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information disclosure to the extent that the REIT believes in good faith that doing so would: such access or disclosure would (iA) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT privilege or any REIT Subsidiary with respect to confidentiality to any third party other legal immunity or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; protection 48 from disclosure by Seller or (iiiA) breach, contravene or violate any applicable Applicable Law (provided that the REIT shall use commercially reasonable efforts except that, prior to allow for withholding any such access or disclosure information pursuant to this proviso, Seller shall notify Buyer in a manner that does not result writing of the nature of the information being withheld and take any actions as may reasonably be requested by Buyer to implement alternate arrangements (including entering into confidentiality agreements or joint defense agreements and redacting parts of documents or preparing “clean” summaries of information) in order to allow Buyer such access or information to the events set out in clauses (i) through (iii)fullest extent reasonably practicable under the circumstances). Any investigation pursuant to this ‎Section 5.02(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the Business. No information or knowledge obtained by Buyer or any of its Affiliates or Representatives (including in any investigation under pursuant to this Section 4.2(a‎Section 5.02(a)) or otherwise shall affect the representationsor be deemed to modify any representation, warranties, covenants warranty or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌agreement made by any Party hereunder.

Access to Information. (a) During Between the Interim Perioddate of this Agreement and the Closing Date, the REIT Initial Members shall, and shall cause each REIT Subsidiary the Company to, (i) give the provide Purchaser and its authorized Representatives reasonable full access during normal business hourshours to all personnel, properties, customers, Books and Records, Corporate Records, Contracts, Permits and other documents of or relating to the Company to make such investigation as shall reasonably be deemed desirable; provided that access to customers and employees shall be subject to the prior written consent of the Company, such consent not to be unreasonably withheld or delayed. The Initial Members shall furnish or cause to be furnished to Purchaser and its Representatives all data and information concerning the Company and its business, assets and properties as may reasonably be requested, including access to officers and employees and representatives of the Company. Notwithstanding any such investigation, whether occurring before or after the date of this Agreement, Purchaser has the unqualified right to rely upon, and upon at least 48 hours’ advance noticehas relied upon, to all properties, facilities, personnel and books and records each of the REIT representations, warranties and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted covenants made by the REIT Initial Members in this Agreement, subject to the disclosures in the Disclosure Schedules, and no such investigation performed or information received by Purchaser or its Representatives shall affect in any REIT Subsidiary and (ii) permit such inspections as way the Purchaser may reasonably require and promptly furnish Liability of the Purchaser with such financial and operating data and other information Initial Members with respect to any representations, warranties or covenants contained herein. Without limiting the business, properties and personnel generality of the REIT and each REIT Subsidiary foregoing, the Initial Members shall, as promptly as practicable, inform Purchaser in writing of any change or event which renders any representation or warranty or any Disclosure Schedule inaccurate or incomplete in any material respect, it being understood that no such disclosure after the Purchaser may reasonably request; provided that date hereof shall in any way limit the Initial Members’ Liability for any breach of any representation or warranty set forth in this Agreement. For the avoidance of doubt all such access shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information subject to the extent that Confidentiality Agreement, the REIT believes in good faith that doing so would: (i) result in terms and conditions of which survive the loss execution and delivery of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌Agreement.

Access to Information. (a) During Prior to the Interim PeriodEffective Time, the REIT shallParent shall be entitled, and shall cause each REIT Subsidiary to, (i) give the Purchaser and through its authorized Representatives reasonable access during normal business hours, and upon at least 48 hours’ advance noticeRepresentatives, to all have such access to the assets, properties, facilitiesbooks, personnel records, Contracts, business and books and records operations of the REIT and each REIT Subsidiary Company as is reasonably necessary or appropriate in such a manner as not to interfere unreasonably connection with its investigation of the operation of any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information Company with respect to the businessTransactions and the execution, properties performance or consummation (including integration planning) of such transactions in the case of Parent. Any such investigation and personnel of the REIT and each REIT Subsidiary as the Purchaser may reasonably request; provided that all such access examination shall be coordinated through the REIT or its designated Representatives, in accordance with such conducted at reasonable procedures as they may establish; times during business hours upon reasonable advance notice and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner designed not to substantially disrupt the Company’s business operations and the Company shall reasonably cooperate therein; provided, that does not result in nothing herein shall give Parent or its Representatives the events set out in clauses right to any material relating to (ix) through any bids or business on which the Company and Parent or any of their respective subsidiaries are competing or (iii))y) any such material that relates to the negotiation and execution of this Agreement, or to the transactions potentially competing with or alternative to the Transactions or proposals from other parties relating to any competing transaction. No investigation under by Parent (whether conducted prior to or after the date of this Section 4.2(aAgreement) shall diminish or otherwise shall affect obviate any of the representations, warranties, covenants or agreements of the REIT or Company contained in this Agreement. The Company shall provide Parent’s representatives during such period with the conditions opportunity to review all such information and such documents concerning the affairs of the Company as such Parent’s representatives may reasonably request in furtherance of the purposes set forth above and cause its officers, employees, consultants, agents, accountants and attorneys to cooperate to the obligations of extent practicable with Parent’s representatives in connection with such investigation. Notwithstanding the Parties under this Agreement and foregoing, the Company shall not limit be required to permit such access or otherwise affect make such disclosure if such access or disclosure could: (i) violate the rights terms of any confidentiality agreement or remedies available hereunder.‌other Contract with a third party; provided, that the Company shall use reasonable best efforts to render the prohibitions under such confidentiality agreement or other Contract inapplicable, (ii) result in the loss of any attorney-client privilege, or (iii) violate any applicable Law.

Access to Information. Upon reasonable notice and subject to applicable laws relating to the exchange of information and to the Confidentiality Agreement dated March 14, 2005 (a) During the Interim Period"Confidentiality Agreement"), each of the Buyer, the REIT Companies, Holdings and Parent shall afford to the officers, employees, accountants, counsel and other representatives of the other party, access, during normal business hours during the period prior to the Closing Date, to all its properties, books, contracts, commitments and records and, during such period, each of the Buyer, the Companies, Holdings and Parent shall, and shall cause each REIT Subsidiary their respective subsidiaries to, make available to the other party (i) give a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the Purchaser and its authorized Representatives reasonable access during normal business hours, and upon at least 48 hours’ advance notice, to all properties, facilities, personnel and books and records requirements of the REIT and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT federal securities laws or any REIT Subsidiary and state insurance laws; (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and all other information with respect to the concerning its business, properties and personnel of the REIT and each REIT Subsidiary as the Purchaser such party may reasonably request; provided that all such access shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breachany other information, contravene confidential or violate otherwise, relating to the Agreement or the Transaction Agreements which has not been provided to the other party and is necessary for disclosure in the filing to be made under the HSR Act or the filings of any applicable Law (provided that Form A or Form D to be filed with the REIT Michigan Office of Financial and Insurance Services. Without limiting the generality of the foregoing, upon the Buyer's request, the Companies shall use commercially also give the Buyer or its representatives access to meet with the employees of the Companies upon reasonable efforts to allow for such access or disclosure notice, during normal business hours and in a manner that does shall not result be unduly disruptive on the Business in order to allow the events set out in clauses (i) through (iii))Buyer to make a presentation to the employees regarding the transactions contemplated by this Agreement. No investigation under this Section 4.2(a) by any of the parties or otherwise their respective representatives shall affect the representations, warranties, covenants or agreements conditions of the REIT or the conditions to the obligations of the Parties under other set forth in this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌Agreement.

Access to Information. (a) During Subject to applicable law and existing confidentiality agreements between the Interim Periodparties, upon reasonable notice, the REIT shall, Company shall (and shall cause each REIT Subsidiary its Subsidiaries to) afford the Investors (and any prospective Ultimate Purchaser that executes a confidentiality agreement reasonably acceptable to the Company, (i) give which agreement will provide that, unless otherwise determined by the Company, all contact between such Ultimate Purchaser and its authorized Representatives the Company shall be through ADAH or Dolce) and their directors, officers, employees, invxxxxent bankers, attorneys, accountants and other advisors or representatives, reasonable access during normal business hoursaccess, and upon at least 48 hours’ advance noticethroughout the period prior to the Closing Date, to all its employees, properties, facilitiesbooks, personnel and books contracts and records of and, during such period, the REIT Company shall (and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and (iishall cause its Subsidiaries to) permit such inspections as the Purchaser may reasonably require and furnish promptly furnish the Purchaser with such financial and operating data and other information with respect to the Investors all information concerning its business, properties and personnel of the REIT and each REIT Subsidiary as the Purchaser may reasonably requestbe requested by any Investor; provided that all such access shall be coordinated through the REIT or its designated Representativesprovided, in accordance with such reasonable procedures as they may establish; and provided further that the REIT foregoing shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information to require the extent that the REIT believes in good faith that doing so would: Company (i) result to permit any inspection, or to disclose any information, that in the loss reasonable judgment of attorney-client privilege; (ii) the Company would cause the Company to violate any of its obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any a third party if the Company shall have used commercially reasonable efforts to obtain the consent of such third party to such inspection or otherwise breachdisclosure, contravene or violate (ii) to disclose any then effective Contract to which privileged information -40- of the REIT Company or any REIT Subsidiary is party; of its Subsidiaries or (iii) breach, contravene or to violate any applicable Law (provided laws; provided, further, that the REIT Company shall use commercially deliver to the Investors a schedule setting in forth in reasonable efforts detail a description of any information not provided to allow for such access or disclosure in a manner that does not result in the events set out in clauses Investors pursuant to subclauses (i) through (iii))) above. No investigation under All requests for information and access made pursuant to this Section 4.2(a5(q) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions be directed to the obligations of the Parties under this Agreement and shall not limit Chief Restructuring Officer or otherwise affect the rights or remedies available hereunder.‌such other person as may be designated by such person.

Access to Information. (a) During At all times from the Interim Perioddate hereof until the Closing Date, to the REIT shallextent Buyer does not have the following information or rights and to the extent any Seller Party has the ability, power and authority to give such information or grant such rights, Seller will, and shall will cause each REIT Subsidiary the Seller Parties to, (i) give the Purchaser Buyer and its authorized Representatives reasonable access during normal business hoursto the offices, and upon at least 48 hours’ advance notice, to all properties, facilities, personnel and books and records of the REIT and each REIT Subsidiary in such a manner as not Acquired Companies and, to interfere unreasonably with the operation of any business conducted extent reasonably related to the transactions contemplated by the REIT or any REIT Subsidiary Transaction Documents, the Seller Parties, in each case during normal business hours and (ii) permit such inspections as the Purchaser may reasonably require furnish or make available to Buyer and promptly furnish the Purchaser with its Representatives such financial and operating data and other information with respect relating to the business, properties and personnel of the REIT and each REIT Subsidiary Acquired Companies as the Purchaser such Persons may reasonably request; provided that all , subject to Buyer’s and its Representatives’ compliance with applicable Law and contractual restrictions governing the disclosure and use of such access shall be coordinated through information. Notwithstanding the REIT or its designated Representativesforegoing provisions of this Section 6.03, in accordance with such reasonable procedures as they may establish; and provided further that the REIT Seller Parties shall not be required to (or to cause any REIT Subsidiary to) afford such grant access or furnish such information to Buyer or any of its Representatives to the extent that the REIT believes in good faith such information is subject to an attorney/client or attorney work product privilege that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT would be violated or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for lost by such access or furnishing, or that such access or the furnishing of such information is prohibited by law or an existing contract or agreement. To the extent practicable, Seller shall, and shall cause the Seller Parties to, make reasonable and appropriate substitute disclosure arrangements under circumstances in a manner that does not result in which the events set out in clauses (i) through (iii))restrictions of the preceding sentence apply. No Any investigation under pursuant to this Section 4.2(a) or otherwise 6.03 shall affect be conducted in such manner as not to interfere with the representations, warranties, covenants or agreements conduct of the REIT business of any Seller Party, its Affiliates or the conditions Acquired Companies. Notwithstanding the foregoing, Buyer shall not be entitled to the obligations perform any intrusive or subsurface investigation or other sampling of, on or under any of the Parties under properties of the Partnership. Buyer agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌Section 6.03 in violation of Section 6.06.

Access to Information. (a) During From the Interim Perioddate hereof until the Closing, the REIT Seller shall, and shall cause each REIT Subsidiary the Company to, : (ia) give afford the Purchaser Buyer and its authorized Representatives reasonable access to and the right to inspect all of the properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company (including such access and right to inspection as is necessary under, and with respect to, the R&W Insurance Policy); (b) furnish the Buyer and its Representatives with such financial, operating and other data and information related to the Company as the Buyer or any of its Representatives may reasonably request (including such date and information as is reasonable and necessary under, and with respect to, the R&W Insurance Policy); and (c) instruct the Representatives of the Seller and the Company to cooperate with the Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted during normal business hourshours upon reasonable advance notice to the Seller, and upon at least 48 hours’ advance notice, to all properties, facilities, under the supervision of the Company’s personnel and books and records of the REIT and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation normal operations of the Company. All requests by the Buyer for access pursuant to this Section 6.2 shall be submitted or directed exclusively to Xxxxx or such other individuals as the Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Seller nor the Company shall be required to disclose any information to the Buyer if such disclosure would, in the Seller’s sole discretion: (v) cause significant competitive harm to the Company and/or the Business if the transactions contemplated by this Agreement are not consummated; (w) jeopardize any attorney-client or other privilege; (x) violate a contract or obligation of confidentiality owing to a third party; (y) expose the Company to a material risk of liability for disclosure of sensitive or personal information; or (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Prior to the Closing, without the prior written consent of the Seller, which may be withheld for any reason, the Buyer shall not contact any suppliers to, or customers of, the Company and the Buyer shall have no right to perform invasive or subsurface investigations of any business conducted Real Property. The Buyer shall, and shall cause its Representatives to, abide by the REIT or any REIT Subsidiary and (ii) permit such inspections as terms of the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information Confidentiality Agreement with respect to the business, properties and personnel of the REIT and each REIT Subsidiary as the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information provided pursuant to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌6.2.

Access to Information. Prior to the Closing Date, Parent shall be entitled, through its officers, employees and representatives (a) During including its legal advisors and accountants), to make such investigation of the Interim Periodproperties, businesses and operations of the REIT shall, and shall cause each REIT Subsidiary to, (i) give the Purchaser Company and its authorized Representatives reasonable access during normal business hours, Subsidiaries and upon at least 48 hours’ advance notice, to all properties, facilities, personnel and such examination of the books and records and Tax reporting positions of the REIT Company and each REIT Subsidiary its Subsidiaries as it reasonably requests and to make extracts and copies of such books and records at its own expense. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances and shall be subject to restrictions under applicable Law. The Company shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of the Company and its Subsidiaries to cooperate with Parent and Parent's representatives in connection with such a manner as not to interfere unreasonably investigation and examination, and Parent and its representatives shall cooperate with the operation of Company and its representatives and shall use their commercially reasonable efforts to minimize any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect disruption to the business. Notwithstanding anything herein to the contrary, properties and personnel of the REIT and each REIT Subsidiary as the Purchaser may reasonably request; provided that all no such access investigation or examination shall be coordinated through permitted to the REIT extent that it would require the Company or any of its designated RepresentativesSubsidiaries to disclose information subject to attorney-client privilege or conflict with any confidentiality obligations to which the Company or any of its Subsidiaries is bound; provided, in accordance with such reasonable procedures as they may establish; and provided further however, that the REIT Company shall request, but shall not be required to (or to cause obtain, a waiver of any REIT Subsidiary to) afford such access or furnish such information confidentiality obligations upon Parent's reasonable request. Notwithstanding anything to the extent that contrary contained herein, prior to the REIT believes in good faith that doing so would: Closing, without the prior written consent of the Company, which may be withheld for any reason, (i) result Parent shall not contact any suppliers to, or customers of, the Company or any Subsidiary, other than in the loss ordinary course of attorney-client privilege; business of the Parent or any of its Affiliates with respect to matters not involving the Company or its Subsidiaries, and (ii) violate any obligations Parent shall have no right to perform invasive or subsurface investigations of the REIT properties or facilities of the Company or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌its Subsidiaries.

Access to Information. (a) During Subject to applicable Law, during the Interim Periodperiod commencing on the date hereof and ending at the earlier of the Effective Time and the Termination Date, the REIT Company shall, and shall cause each REIT Subsidiary toupon reasonable prior written notice of the Parent, (i) give permit the Purchaser Parent and its authorized Representatives to have (at the Parent’s sole expense) reasonable access during normal business hours, and upon at least 48 hours’ advance notice, to all properties, facilities, personnel and books and records of the REIT and each REIT Subsidiary in such a manner so as not to unreasonably interfere unreasonably with the operation normal business operations of any business conducted by the REIT Company, to the officers and senior management of, and the books, records and Contracts of or any REIT Subsidiary pertaining to, the Company and its Subsidiaries; provided, however, that the Parent shall not be permitted to have access to (i) individual performance or evaluation records or medical histories in violation of applicable Law, (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect that is subject to the business, properties and personnel of the REIT and each REIT Subsidiary as the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; , (iiiii) violate any obligations information such that a breach of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective a Contract to which the REIT Company or any REIT Subsidiary is party; of its Subsidiaries are bound would result, (iv) customer or Client personally identifiable information in violation of applicable Law, or (iiiv) breachexcept as may be required by Section 5.4(c), contravene information related to the Company’s sale process, including any information related to the negotiation and execution of this Agreement or violate to transactions potentially competing with or alternative to the transactions contemplated by this Agreement or proposals from other third parties relating to any competing or alternative transactions and the actions of the Board of Directors (or any committee thereof) with respect to any of the foregoing, whether prior to or after execution of this Agreement; provided, further, that such access shall comply with all applicable Law (provided Laws; provided, further, that the REIT Company shall use commercially consider in good faith any reasonable efforts arrangement proposed by the Parent which would allow the Parent to allow for such have access or disclosure in a manner that does not result to any of the information described in the events set out in foregoing clauses (i) through (iii)). No iv) without causing, as applicable, a violation of applicable Law, a breach of any attorney-client privilege or a breach of any Contract; provided, further, that no investigation under pursuant to this Section 4.2(a5.8(a) shall be deemed to cure any breach of any representation, warranty or covenant in this Agreement or otherwise shall limit or affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌hereunder to any Party hereto.

Access to Information. (a) During The Company shall afford Parent and the Interim Period, the REIT shall, and shall cause each REIT Subsidiary to, (i) give the Purchaser and its authorized Parent Representatives reasonable access during normal business hours, the period from the Agreement Date and upon at least 48 hours’ advance notice, until the earlier of the Effective Times or the valid termination of this Agreement in accordance with its terms to (i) all of the properties, facilities, personnel Books and books Records and records Contracts of the REIT Company and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and its Subsidiaries, including all Company IP, (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and all other information with respect to concerning the business, properties and personnel (subject to restrictions imposed by applicable Legal Requirements) of the REIT Company and each REIT Subsidiary its Subsidiaries as the Purchaser Parent may reasonably request; provided that , and (iii) all such access shall be coordinated through Employees of the REIT or Company and its designated RepresentativesSubsidiaries as identified by Parent (except where the Company determines, in accordance following consultation with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information to the extent that the REIT believes in good faith legal counsel, that doing so would: (i) would result in the loss of attorney-client privilege; (ii) violate any obligations of client, attorney work product or similar privilege or protection, in which case the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT Company shall use commercially reasonable efforts to allow for provide such access and information in such form, including by way of redacting sensitive information, so as to preserve such privilege or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)protection while providing Parent with as much access and information as reasonably possible). The Company agrees to provide to Parent and its accountants, counsel and other Parent Representatives copies of internal financial statements (including Tax Returns and supporting documentation) promptly upon request. No information or knowledge obtained in any investigation under pursuant to this Section 4.2(a) 5.5 or otherwise shall affect or be deemed to modify, amend or supplement any representation or warranty set forth herein or in the representations, warranties, covenants or agreements of the REIT Disclosure Schedule or the conditions to the obligations of the Parties under this Agreement parties to consummate the Mergers in accordance with the terms and shall not limit provisions hereof, restrict, impair or otherwise affect the rights any Indemnified Parties’ right to indemnification hereunder or remedies available hereunder.‌otherwise prevent or cure any misrepresentations, breach of warranty or breach of covenant.

Access to Information. (a) During Prior to the Interim PeriodClosing, the REIT shallsubject to Section 5.8(c), and Sellers shall cause each REIT Subsidiary to, (i) give the Purchaser and its authorized Company to afford the Representatives of Buyer reasonable access during normal business hours, upon reasonable advance written notice and upon at least 48 hours’ advance noticein a manner so as not to unreasonably interfere with the normal business operations of the Business to the officers, employees, properties, offices and other facilities of the Business and the books and records thereof (including loan files, computer files, retrieval programs and similar documentation, which, for the avoidance of doubt, includes all Tax Returns, Tax work papers, and other information used to prepare Tax Returns to the extent all of such Tax Returns, Tax work papers, and other information relate solely to the Company and do not relate to Sellers or an Affiliate of Sellers (other than the Company)), and shall furnish or cause to be furnished to Buyer with such financial, operating and other data and information with respect to the Business, as Buyer, through its Representatives, may reasonably request; provided, that Buyer is responsible, pursuant to the terms of the Confidentiality Agreement, for use and disclosure of any such information obtained by its Representatives from Sellers, the Company or their respective Representatives; provided, however, that neither Sellers nor the Company shall be required to provide access to any information or documents which would, in the reasonable judgment of Sellers, (i) breach any agreement with any third party, (ii) constitute a waiver of the attorney-client or other privilege held by Sellers or the Company, or (iii) otherwise violate any applicable Laws; provided, further, that Buyer shall direct its Representatives to cooperate reasonably with Sellers, the Company and their respective Representatives in seeking such access. For the avoidance of doubt, prior to the Closing, to all properties, facilities, personnel and the extent Sellers or their Affiliates (other than the Company) possesses any original or copy of the books and records of the REIT and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect to the businessCompany, properties and personnel of the REIT and each REIT Subsidiary as the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT Sellers shall use its commercially reasonable efforts to allow for cause to be delivered to the Company such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements books and records to an office of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌Company.

Access to Information. (a) During the Interim PeriodUpon reasonable advance written notice, the REIT Company shall, and the Seller shall cause each REIT Subsidiary the Company to, afford the Buyer’s Representatives access, under the supervision of Company personnel, during normal business hours and in a manner as to not unreasonably interfere with the operations of the Company, throughout the period prior to the Closing, to the Company’s properties, books, Contracts and records and, during such period, the Company shall, and the Seller shall cause the Company to, furnish as promptly as practicable to Buyer such other information concerning the Company’s business, properties, results of operations and personnel as may reasonably be requested in writing by Buyer, provided that no investigation pursuant to this Section 6.4(a) shall affect or be deemed to modify any representation or warranty made by the Company or the Seller. Notwithstanding anything to the contrary in this Agreement, neither the Seller nor the Company shall be required to disclose any information to the Buyer or its Representatives if the Seller determines, in its sole discretion, that (i) give the Purchaser and its authorized Representatives reasonable access during normal business hourssuch disclosure would jeopardize any attorney-client or other legal privilege, and upon at least 48 hours’ advance notice, to all properties, facilities, personnel and books and records of the REIT and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect to the businessdisclosure would contravene any applicable Laws, properties and personnel of the REIT and each REIT Subsidiary as the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breachsuch information is pertinent to any litigation in which the Seller, contravene the Company or violate any applicable Law of its Affiliates, on the one hand, and the Buyer or any of its Affiliates, on the other hand, are adverse parties, (provided iv) such information should not be disclosed due to its competitively sensitive nature, or (v) such information relates to any member of any Tax Group other than the Company (which, for the avoidance of doubt shall not include information relating to the income, operations, or assets of the Company on a stand-alone basis); provided, that the REIT shall use commercially reasonable efforts if information is withheld pursuant to allow for such access or disclosure in a manner that does not result in the events set out in clauses clause (i) through ), (iiiii), or (iv). No investigation under this Section 4.2(a) or otherwise , the Seller shall affect provide a list to the representations, warranties, covenants or agreements Buyer of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌information withheld.

Access to Information. (a) During the Interim PeriodUpon reasonable notice and during --------------------- normal business hours, the REIT each party shall, and shall cause each REIT Subsidiary its subsidiaries to, afford to the officers, directors, trustees, employees, agents and accountants of the other (collectively, "Representatives") reasonable access, throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records to the extent that such party or any of its subsidiaries is not under a legal obligation not to provide access or to the extent that such access would not constitute a waiver of the attorney-client privilege and does not unreasonably interfere with the business and operations of such party. During such period, each party shall, and shall cause its subsidiaries to, furnish promptly to the other (i) give the Purchaser access to each material report, schedule and its authorized Representatives reasonable access during normal business hours, and upon at least 48 hours’ advance notice, to all properties, facilities, personnel and books and records of the REIT and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted other document filed or received by the REIT it or any REIT Subsidiary of its subsidiaries pursuant to the requirements of federal or state securities laws or filed with or sent to the SEC, the FERC, the Department of Justice, the Federal Trade Commission or any other federal or state regulatory agency or commission, and (ii) permit access to all information concerning themselves, their subsidiaries, directors, trustees, officers and shareholders and such inspections other matters as may be reasonably requested by the Purchaser may reasonably require other party in connection with any filings, applications or approvals required or contemplated by this Agreement. Each party shall, and promptly furnish shall cause its subsidiaries and Representatives to, hold in strict confidence all Evaluation Material (as defined in the Purchaser Confidentiality and Standstill Agreement) concerning the other parties furnished to it in connection with such financial and operating data and other information with respect to the business, properties and personnel of the REIT and each REIT Subsidiary as the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT or its designated Representatives, transactions contemplated by this Agreement in accordance with such reasonable procedures the Confidentiality and Standstill Agreement, dated as they of March 31, 1999, between the Company and Parent, as it may establish; and provided further that be amended from time to time (the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii"Confidentiality Agreement")). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌.

Access to Information. Subject to applicable law and existing confidentiality agreements between the parties (a) During provided that, unless otherwise agreed upon between the Interim PeriodIssuer and any particular Investor, prior to receipt of any such information by such Investor, such Investor shall enter into an amendment to its confidentiality agreement to remove any requirement for the Issuer to disclose material non-public information under Section 4 thereof and such amendment shall be effective until the earlier of the Effective Date or the date on which this Agreement is terminated in accordance with the terms herein), upon reasonable notice, the REIT shall, Issuer shall (and shall cause each REIT Subsidiary its subsidiaries to) afford the Investors and their respective directors, (i) give officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, reasonable access, throughout the Purchaser and its authorized Representatives reasonable access during normal business hours, and upon at least 48 hours’ advance noticeperiod prior to the Effective Date, to all its employees, properties, facilitiesbooks, personnel and books contracts and records of and, during such period, the REIT Issuer shall (and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and (iishall cause its subsidiaries to) permit such inspections as the Purchaser may reasonably require and furnish promptly furnish the Purchaser with such financial and operating data and other information with respect to the Investors all information concerning its business, properties and personnel of the REIT and each REIT Subsidiary as the Purchaser may reasonably requestbe requested by any Investor; provided that all such access shall be coordinated through the REIT or its designated Representativesprovided, in accordance with such reasonable procedures as they may establish; and provided further that the REIT foregoing shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information to require the extent that the REIT believes in good faith that doing so would: Issuer (i) result to permit any inspection, or to disclose any information, that in the loss reasonable judgment of attorney-client privilege; (ii) the Issuer would cause the Issuer to violate any of its obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any a third party if the Issuer shall have used commercially reasonable efforts to obtain the consent of such third party to such inspection or otherwise breachdisclosure, contravene or violate (ii) to disclose any then effective Contract to which privileged information of the REIT Issuer or any REIT Subsidiary is party; of its subsidiaries or (iii) breach, contravene or to violate any applicable Law (provided laws; provided, further, that the REIT Issuer shall use commercially deliver to the Investors a schedule setting in forth in reasonable efforts detail a description of any information not provided to allow for such access or disclosure in a manner that does not result in the events set out in clauses Investors pursuant to subclauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌above.

Access to Information. From the date of this Agreement until the Closing or the earlier termination of this Agreement in accordance with Article VIII, Seller Parties will (and will cause each Group Company to) (a) During the Interim Period, the REIT shall, and shall cause each REIT Subsidiary to, (i) give the Purchaser Buyer and its authorized Affiliates and their respective counsel, financial advisors, auditors, employees, agents and other Representatives reasonable access during normal business hours, to (i) all Facilities, Assets, personnel, agents and upon at least 48 hours’ advance noticeaccountants of each Group Company, to all properties, facilities, personnel and books and records of the REIT and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require true, correct and promptly furnish the Purchaser with such complete copies of books, records, Tax Returns, commitments and Contracts (including customer and supplier Contracts) and other financial and operating data of each Group Company, and (iii) other information with respect to the business, properties and personnel of the REIT and each REIT Subsidiary any Group Company as the Purchaser such Persons may reasonably request, including interim financial information (which Seller Parties shall cause to be prepared upon request from time to time), (b) instruct their respective counsel, accountants, financial advisors and other Representatives to reasonably cooperate with the Buyer in its investigation of any Group Company, and (c) make reasonable inquiries of Persons having business relationships with the Business or the Group Companies as Buyer shall request in writing and communicate the results of such inquiries to Buyer; provided provided, that all (w) such access shall will be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure given in a manner that does not unreasonably interfere with the operations, activities and employees of the Group Companies, (x) such access and disclosure would not violate any applicable Legal Requirement, (y) such access and disclosure would not result in the events set out loss of any attorney-client privilege, work product protections or other similar privileges or protections (but, if applicable, copies of redacted information shall be provided to the extent possible), (z) no Group Company shall be required to provide any individually identifiable health related information except in clauses (i) through (iii))compliance with applicable Legal Requirement. No investigation under this Section 4.2(a) by Buyer or otherwise other information received by Buyer shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit operate as a waiver or otherwise affect any representation, warranty or agreement given or made by any Seller Party in this Agreement. All information provided to or obtained by Buyer pursuant to this Section 5.3 will be subject to the rights or remedies available hereunder.‌Non-Disclosure Agreement, dated September 28, 2020, executed by [Buyer] (“Confidentiality Agreement”) in accordance with and be subject to the terms of the Confidentiality Agreement for the term specified therein.

Access to Information. (a) During the Interim Period, the REIT Sellers shall, and shall cause the Hostess Entities, to provide the Buyer and its Representatives with access to information regarding the Hostess Entities and their material operations, in each REIT Subsidiary tocase, as reasonably requested by the Buyer and to the extent such information is readily available or could be readily obtained without any material interference with the business or operations of the Sellers or the Hostess Entities, in each case, other than information (i) give the Purchaser and its authorized Representatives reasonable access during normal business hours, and upon at least 48 hours’ advance notice, to all properties, facilities, personnel and books and records of the REIT and each REIT Subsidiary in that such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT Seller reasonably believes it or any REIT Subsidiary and Hostess Entity is prohibited from providing to the Buyer by reason of applicable Law, (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other that constitutes or allows access to information with respect to the business, properties and personnel of the REIT and each REIT Subsidiary as the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of protected by attorney-/client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; privilege or (iii) breachthat such Seller or Hostess Entity is required to keep confidential or to prevent access to by reason of any Contract with a third party (provided, contravene or violate any applicable Law (provided that the REIT Parties shall use commercially reasonable efforts work in good faith to allow for develop alternative means by which to provide the Buyer and its Representatives such access or disclosure information in a manner that does not result in the events set out in clauses violation of any such Law or Contract or loss or such privilege); provided, however, that such access (iA) through (iii)). No investigation shall be conducted at the Buyer’s expense, during normal business hours and under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements supervision of personnel of the REIT Hostess Entities, (B) does not disrupt the normal operations of any Hostess Entity and (C) shall comply with all applicable Laws, including those regarding the exchange of competitively sensitive information. Notwithstanding anything contained herein, the Buyer shall not be permitted during the Interim Period to contact any of the Hostess Entities’ respective vendors, employees, customers or the conditions suppliers, or any Governmental Entities (except in connection with applications for Permits or Filings required to be made prior to the obligations of the Parties Closing under this Agreement and and, in such case, only in accordance with the terms of this Agreement) regarding the operations or legal status of any Hostess Entity without receiving prior written consent from the Sellers’ Representative (which consent shall not limit be unreasonably withheld, conditioned or otherwise affect the rights or remedies available hereunder.‌delayed).

Access to Information. (a) During the Interim Period, the REIT shall, and The Company covenants that it shall cause each REIT Subsidiary to, (i) give of the Purchaser Group Companies to afford Acquiror and its authorized Representatives accountants, counsel and other representatives (so long as each such Person is subject to confidentiality obligations at least as restrictive as those contained in Confidentiality Agreement), reasonable access during normal business hours, and upon at least 48 hours’ advance noticehours during the period from the date of this Agreement through the Closing, to (A) all properties, facilitiespersonnel, personnel and books books, contracts, commitments and records of the REIT and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary Group Companies and (iiB) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and all other information with respect to concerning the business, properties and personnel of the REIT and each REIT Subsidiary Group Companies as the Purchaser Acquiror may reasonably request; provided that all such access shall request and as otherwise required to be coordinated limited due to applicable laws, including any anti-trust laws. Subject to compliance with applicable Law, during the period from the date of this Agreement through the REIT Closing, upon Acquiror’s reasonable request, the Group Companies shall confer on a regular and frequent basis with one or its designated Representatives, in accordance with such reasonable procedures as they may establish; more representatives of Acquiror to report regarding the Group Companies’ operational matters of materiality and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations general status of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii))Group Companies’ ongoing operations. No information or knowledge obtained by Acquiror in any investigation under pursuant to this Section 4.2(a) 5.3 or otherwise shall affect or be deemed to modify any representation, warranty or covenant contained herein, the representations, warranties, covenants or agreements of the REIT indemnification obligations set forth herein or the conditions to the obligations of the Parties under parties to consummate the transactions contemplated by this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌Agreement.

Access to Information. (a) During Upon reasonable notice, Seller shall afford to the Interim Period, the REIT shall, and shall cause each REIT Subsidiary to, (i) give the Purchaser and its authorized Representatives reasonable access of the Buyer access, during normal business hours, and upon at least 48 hours’ advance noticehours throughout the period prior to the Closing Date, to all its properties, facilities, personnel and books and records (including without limitation, the work papers of the REIT and each REIT Subsidiary in independent accountants) and, during such a manner as not period, shall furnish promptly to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other Representatives all information with respect to the concerning its business, properties and personnel as may reasonably be requested, provided that no investigation pursuant to this Section 5.1(d) shall affect or be deemed to modify any of the REIT respective representations or warranties made by Seller. Seller agrees that it will not, and each REIT Subsidiary will cause its Representatives not to, use any information obtained pursuant to this Section 5.1(d) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, Buyer will keep confidential, and will cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 5.1(d) except as otherwise consented to by the Purchaser may reasonably requestother party; provided provided, however, that all such access shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT Buyer shall not be precluded from making any disclosure which it deems required by law in connection with the transactions contemplated by this Agreement. In the event Buyer is required to (disclose any information or to cause any REIT Subsidiary to) afford such access or furnish such information documents pursuant to the extent immediately preceding sentence, such party shall promptly give written notice of such disclosure that is proposed to be made to the other party so that the REIT believes in good faith that doing so would: (i) result parties can work together to limit the disclosure to the greatest extent possible and, in the loss event that either party is legally compelled to disclose any information, to seek a protective order or other appropriate remedy or both. Upon any termination of attorney-client privilege; (ii) violate any obligations of this Agreement, Buyer will collect and deliver to the REIT or any REIT Subsidiary with respect other party all documents obtained pursuant to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a5.1(d) or otherwise shall affect the representations, warranties, covenants for Buyer or agreements its Representatives by it or any of the REIT or the conditions to the obligations of the Parties under this Agreement its Representatives then in their possession and shall not limit or otherwise affect the rights or remedies available hereunder.‌any copies thereof.

Access to Information. (a) During Prior to the Interim PeriodClosing, the REIT Company shall, and the Company shall cause each REIT Subsidiary to, (ia) give the Purchaser afford to Buyer and its authorized Representatives reasonable access during normal business hours, subject to reasonable advance notice and upon at least 48 hours’ advance noticethe terms of any Real Property Leases, to all the Company’s and each Subsidiary’s respective properties, facilitiescontracts, personnel agreements, books, records, and books personnel, to the extent Buyer shall reasonably deem necessary and records of (b) timely furnish to Buyer all information concerning the REIT Company’s and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect to the Subsidiary’s business, properties operations, assets, liabilities, and personnel of the REIT and each REIT Subsidiary as the Purchaser Buyer may reasonably request; provided , but, in each case, only to the extent that all such access shall be coordinated through or furnishing does not unreasonably interfere with the REIT or its designated Representativesbusiness and operations of the Company Members; provided, in accordance with such reasonable procedures as they may establish; and provided further that however, the REIT Company shall not be required to provide any of the foregoing (or a) with respect to cause any REIT Subsidiary to) afford such access or furnish such information that is subject to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of , to the REIT or any REIT Subsidiary with respect extent doing so would reasonably be expected to confidentiality cause such privilege to any third party or otherwise breachbe waived, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iiib) breachif the Company reasonably determines, contravene or violate any applicable Law (provided after consulting with outside counsel, that the REIT shall use commercially reasonable efforts to allow for such access or disclosure furnishing is prohibited by any Laws. Any information or knowledge obtained in a manner that does not result in the events set out in clauses (i) through (iii)). No any investigation under pursuant to this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions 6.2 that is Confidential Information is subject to the obligations of the Parties under this Agreement Section 6.3 and shall not limit be used for any purpose unrelated to the transactions contemplated by this Agreement or otherwise affect any Ancillary Agreement. Notwithstanding anything herein to the rights contrary, Buyer and Sangoma are not authorized to and shall not (and shall not permit any of their respective Representatives to) contact any employee, customer, supplier, distributor, vendor or remedies available hereunder.‌other business relation of any Company Member prior to the Closing without the prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) and coordination of the Company.

Access to Information. (a) During From the Interim Perioddate hereof until the Effective Time and subject to applicable Law and the terms of any Contract to which any Group Company is a party, upon reasonable advance notice from the Parent Parties, the REIT shall, Company shall and shall cause each REIT Subsidiary to, its Subsidiaries to (i) give provide to the Purchaser Parent Parties (and its authorized Representatives the Parent Parties’ officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources and other representatives, collectively, “Representatives”) reasonable access during normal business hours, hours and upon at least 48 hours’ advance reasonable prior notice, to all the offices, properties, facilities, personnel and books and records of the REIT and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and Group Company, (ii) permit furnish to the Parent Parties and their Representatives such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect to concerning the business, properties properties, contracts, assets and personnel liabilities of the REIT and each REIT Subsidiary Group Companies as the Purchaser Parent Parties may reasonably requestrequest in writing, and (iii) instruct its employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with the Parent Parties and their Representatives in their investigation; provided that all such access shall be coordinated through the REIT or its designated Representativesprovided, in accordance with such reasonable procedures as they may establish; and provided further however, that the REIT Company shall not be required to (provide access to or to cause disclose any REIT Subsidiary to) afford information if , in the reasonable judgment of the Company, such access or furnish such information to the extent that the REIT believes in good faith that doing so would: disclosure would (ix) result in the loss of jeopardize any attorney-client privilege; (ii) violate any obligations , work product doctrine or other applicable privilege of the REIT Company or any REIT Subsidiary with respect to confidentiality to any of its Subsidiaries, or (y) give a third party the right to terminate or otherwise breach, contravene or violate any then effective accelerate the rights under a Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT Company shall use commercially its reasonable best efforts to allow for cause such access or disclosure information be provided in a manner that does would not result in the events set out in clauses (i) through (iii)such jeopardy for right to terminate or accelerate). No Notwithstanding the foregoing, any such investigation under this Section 4.2(a) shall be conducted in such manner as not to unreasonably interfere with the business or operation of the Company or its Subsidiaries or otherwise shall affect result in any significant interference with the representations, warranties, covenants or agreements timely discharge by the employees of the REIT Company or the conditions to the obligations its Subsidiaries of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌their duties.

Access to Information. (aA) During From the Interim Perioddate of this Agreement until the Closing, and in all cases subject to the confidentiality obligations set forth in this Agreement, upon reasonable notice, the REIT Sellers shall, and shall cause each REIT Subsidiary their respective officers, employees, auditors and agents to, (i) give afford the officers, employees and authorized agents and representatives of Purchaser and its authorized Representatives reasonable access access, during normal business hours, and upon at least 48 hours’ advance noticeto the offices, to all properties, facilitiesFacilities, personnel real property, Books and books and records of the REIT and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and Records, (ii) permit furnish to the officers, employees and authorized agents and representatives of Purchaser such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such additional financial and operating data and other information regarding the assets, properties, goodwill and business of each Seller (including the work papers prepared by USOP and its independent auditor in connection with respect to the business, properties and personnel such auditor's audit of the REIT Annual Financial Statements) and each REIT Subsidiary as the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breachmake available to Purchaser, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representationsmanagement, warrantiesemployees, covenants or agreements officers and directors of the REIT or the conditions Sellers, as Purchaser may from time-to-time reasonably request in order to the assist Purchaser in fulfilling its obligations of the Parties under this Agreement and to facilitate the consummation of the transactions contemplated hereby. Without limiting the generality of the foregoing, USOP acknowledges that Purchaser, at Purchaser's sole cost and expense, shall not limit be entitled to conduct such due diligence investigation between the date hereof and the Closing as Purchaser deems necessary or otherwise affect appropriate, so long as all such due diligence shall be carried out in a manner reasonably intended to avoid material disruption to the rights or remedies available hereunder.‌Business, in cooperation with the Sellers' senior officers and managers, and with due regard to the needs of the Personnel to continue to devote their primary attention to the operation of the Business (and particularly the proper service of the customers of the Business). Such due diligence investigation may include, at the option of Purchaser, (i) "

Access to Information. (a) During From the Interim Perioddate of this Agreement until the Closing, upon reasonable notice, the REIT Company shall, and shall cause each REIT Subsidiary other Register Entity and each of their respective officers, directors, employees, agents, representatives, accountants and counsel to, (i) give afford the Purchaser and its authorized Representatives representatives reasonable access to the offices, properties and books and records of each Register Entity and (ii) furnish to the officers, employees, and authorized agents and representatives of the Purchaser such additional financial and operating data and other information regarding the Register Entities (or copies thereof) as the Purchaser may from time to time reasonably request; provided, however, that any such access or furnishing of information shall be conducted at the Purchaser’s expense, during normal business hours, and upon at least 48 hours’ advance notice, to all properties, facilities, under the supervision of the Company’s personnel and books and records of the REIT and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation normal operations of any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect Register Entities. Notwithstanding anything to the businesscontrary in this Agreement, properties and personnel of the REIT and each REIT Subsidiary as the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT Company shall not be required to (or to cause disclose any REIT Subsidiary to) afford such access or furnish such information to the extent that the REIT believes in good faith that doing so Purchaser if such disclosure would: (i) result , in the loss Company’s sole discretion, (x) cause significant competitive harm to any of the Register Entities if the transactions contemplated hereby are not consummated, (y) jeopardize any attorney-client privilege; or other legal privilege or (iiz) violate contravene any obligations applicable Laws, fiduciary duty or binding agreement entered into prior to the date of this Agreement. When accessing any of the REIT or any REIT Subsidiary Register Entity properties, the Purchaser and its authorized representatives shall comply with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements all of the REIT or Register Entity safety and security requirements for the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌applicable property.

Access to Information. (a) During Between the Interim Perioddate of this Agreement and the --------------------- earlier of the Effective Time or the termination of this Agreement, upon reasonable notice the REIT shall, and Company shall cause each REIT Subsidiary to, (i) give Parent, Newco and their respective officers, employees, accountants, counsel, financing sources and other agents and representatives full access (subject to reasonable supervision and, at the Purchaser and its authorized Representatives reasonable Company's option, logging of information to which access during normal business hoursis provided) to all buildings, offices, and upon at least 48 hours’ advance notice, other facilities and to all properties, facilities, personnel and books and records of the REIT and each REIT Subsidiary in such a manner as not to interfere unreasonably with Company, whether located on the operation premises of any business conducted by the REIT Company or any REIT Subsidiary and at another location; (ii) permit Parent and Newco to make such inspections as the Purchaser they may reasonably require require; (iii) cause its officers to furnish Parent and promptly furnish the Purchaser with Newco such financial financial, operating, technical and operating product data and other information with respect to the business, business and assets and properties and personnel of the REIT Company as Parent and each REIT Subsidiary as Newco from time to time may request, including without limitation financial statements and schedules available at any location other than the Purchaser may reasonably request; provided that all Company's headquarters and none of such access technical information shall be coordinated through removed from such headquarters (whether in written, electronic or other format) without the REIT or its designated Representativesprior written consent of the Company); (iv) allow Parent and Newco the opportunity to interview such employees and other personnel and affiliates of the Company with the Company's prior written consent, in accordance with such reasonable procedures as they may establish; and provided further that the REIT which consent shall not be required unreasonably withheld or delayed; and (v) assist and cooperate with the Parent and Newco in the development of integration plans for implementation by the Parent and the Surviving Corporation following the Effective Time; provided, however, that no investigation pursuant to (this Section 8.3 shall affect or be deemed to cause modify any REIT Subsidiary to) afford such access representation or furnish such information warranty made by the Company herein. Materials furnished to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect Parent pursuant to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect 8.3 may be used by the representations, warranties, covenants or agreements of Parent for strategic and integration planning purposes relating to accomplishing the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌transactions contemplated hereby.

Access to Information. (a) During From the Interim Perioddate hereof until the earlier of the Closing or the date on which this Agreement is terminated in accordance with its terms, the REIT Company shall, and shall cause each REIT Subsidiary of the Intel Companies to, afford to Purchaser, and to Purchaser’s directors, officers, employees, accountants, counsel, financial advisors, financing sources and other representatives (i) give the Purchaser and foregoing, with respect to any Person, its authorized Representatives “Representatives”), reasonable access during normal business hours, hours and upon at least 48 hours’ advance notice, reasonable prior notice from Purchaser to all their respective properties, facilities, personnel and books and records of the REIT and each REIT Subsidiary in such a manner other information as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect to request regarding the business, properties assets, liabilities, employees and personnel other aspects of the REIT and each REIT Subsidiary as the Purchaser may reasonably request; provided that all such access Intel Companies. All information exchanged pursuant to this Section 6.3 shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information subject to the extent that Confidentiality Agreement, and the REIT believes in good faith that doing so would: parties shall comply with, and shall cause their respective Representatives (i) result as defined in the loss Confidentiality Agreement) to comply with, all of attorney-client privilege; (ii) violate any their respective obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii))thereunder. No information or knowledge obtained in any investigation under or examination pursuant to this Section 4.2(a) or otherwise 6.3 shall affect the representations, warranties, covenants or agreements of the REIT be deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of the Parties under this Agreement and parties to consummate the transactions contemplated hereby. Notwithstanding the foregoing, the Company shall not limit be required to provide access to, or cause the Intel Companies to provide access to, any information or documents which would, in the reasonable judgment of the Company, (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its Subsidiaries, (ii) otherwise affect violate any applicable Laws, (iii) result in a competitor of the rights Company or remedies available hereunder.‌any of its Subsidiaries (other than Purchaser, to the extent permitted by applicable Law) receiving material information which is competitively sensitive or (iv) breach any agreement of the Company or any of its Subsidiaries with any third-party.

Access to Information. (a) During Between the Interim Perioddate of this Agreement and the Closing Date, the REIT Seller shall, and shall cause each REIT Subsidiary tosubject to any restrictions as to confidentiality applicable to Seller whether by law, agreement or contract, (i) give the Purchaser Buyer Group and its authorized Representatives representatives reasonable access during normal business hours, and upon at least 48 hours’ advance notice, to all propertiesbooks, facilitiesrecords, personnel work papers, personnel, offices and books other facilities and records properties of the REIT Business and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and its accountants; (ii) permit Buyer Group and its authorized representatives to make such copies and inspections thereof (to the extent related to the Business) as the Purchaser any of them may reasonably require request; (iii) subject to the required consents of any property owners, if any, permit Buyer Group and promptly its authorized representatives to conduct a reasonable environmental investigation of the Business and the Real Property, including, at the discretion of the Buyer Group, to collect reasonable samples of soil, groundwater, surface water, other environmental media and suspect asbestos-containing building materials; provided that Seller shall have the right to review and comment on any scope of work for such investigation, shall be given copies of all draft and final reports and test results and shall have the right to take split samples of any samples taken; and (iv) cause the officers of Seller to furnish the Purchaser Buyer Group and its authorized representatives with such financial and operating data and other information with respect related to the business, Business and properties and personnel of the REIT Business, excluding, however, such data and each REIT Subsidiary other information related primarily to the Retained Business, as the Purchaser any of them may from time to time reasonably request; provided provided, however, that all any such access shall be coordinated through upon reasonable notice and conducted during normal business hours under the REIT or its designated Representatives, supervision of Seller's personnel and in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in as to maintain the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements confidentiality of the REIT or the conditions to the obligations of the Parties under this Agreement and shall the transactions contemplated hereby and not limit or interfere unreasonably with the normal operations of the Business, except as otherwise affect the rights or remedies available hereunder.‌contemplated by this Agreement.

Access to Information. (a) During the Interim PeriodUpon reasonable prior notice, the REIT shallCompany shall afford full access to the officers, employees, accountants, counsel and shall cause each REIT Subsidiary toother representatives of Parent (including financing sources and their employees, (i) give the Purchaser accountants, counsel and its authorized Representatives reasonable access other representatives), during normal business hours, and upon at least 48 hours’ advance noticehours during the period prior to the Effective Time, to all its officers, employees, properties, facilitiesbooks, personnel Contracts, and books records, in order that Parent and records its representatives may have the opportunity to make such investigations as they shall desire of the REIT and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect to the business, properties and personnel affairs of the REIT and each REIT Subsidiary as the Purchaser may reasonably requestCompany; provided provided, however, that all any such access shall be coordinated through senior management of the REIT Company (and Company counsel) and the Company shall have the right to approve in advance the script, if any, to be used in connection with such access, such approval not to be unreasonably withheld. No such investigation performed or information received by Parent or its designated Representativesrepresentatives shall affect in any way the liability of the Company with respect to any representations, in accordance with such reasonable procedures as they may establish; and provided further that warranties or covenants contained herein. Without limiting the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information to generality of the extent that the REIT believes in good faith that doing so would: foregoing, (i) result the Company or Parent, as the case may be, shall, as promptly as practicable, inform the other Party in the loss writing of attorney-client privilege; any change or event which renders any representation or warranty in or any Schedule to this Agreement inaccurate or incomplete in any material respect and (ii) violate the Company shall, as promptly as practicable, inform Parent in writing of any obligations changes or proposed changes in accruals, assets or liabilities related to Taxes, it being understood that no such disclosure after the date hereof shall in any way limit either Party’s liability for any breach of any representation or warranty set forth in this Agreement. Any disclosure of confidential information by the Company shall be subject to the terms of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breachagreement dated April 22, contravene or violate any then effective Contract to which 2005, among certain of Parent’s Affiliates, and the REIT or any REIT Subsidiary is party; or Company the (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii“Confidentiality Agreement”)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌.

Access to Information. (a) During the Interim Period, the REIT shall, and The Selling Stockholders shall cause each REIT Subsidiary tothe Companies to afford to the officers, employees and authorized representatives of the Buyers (iincluding independent public accountants and attorneys) give the Purchaser and its authorized Representatives reasonable access during normal business hours, and upon at least 48 hours’ reasonable advance notice, to all the offices, properties, facilitiesemployees and business and financial records (including computer files, personnel retrieval programs and books and records similar documentation) of the REIT Companies to the extent the Buyers shall reasonably deem necessary and each REIT Subsidiary shall furnish to the Buyers or their authorized representatives such additional information concerning the Companies as shall be reasonably requested; provided, however, that (i) the Companies shall not be required to violate any obligation of confidentiality to which the Companies are subject or to waive any privilege which they may possess in discharging their obligations pursuant to this Section 7.1; (ii) the Companies shall not be required to furnish or otherwise make available to the Buyers customer-specific data or competitively sensitive information relating to areas of their business in which the Buyers or their Affiliates compete against the Companies; and (iii) the Buyers shall not, without the prior written consent of the Selling Stockholders, contact or communicate with any vendor, customer, employee or other business partner of any of the Companies with respect to or in connection with the transactions contemplated hereby. The Buyers agree that such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect to the business, properties and personnel operations of the REIT and each REIT Subsidiary as Companies. Notwithstanding the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT or its designated Representativesforegoing, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under Selling Stockholders pursuant to this Agreement Section 7.1 shall be subject to the right of the Selling Stockholders to determine, in their discretion, the appropriate timing of the disclosure of information they deem proprietary commercial information or privileged information. Prior to the Closing Date, the parties shall act at all times in accordance with the terms and shall not limit or otherwise affect provisions of the rights or remedies available hereunder.‌Confidentiality Agreement.

Access to Information. From the Signing Date until the consummation of the Closing, upon reasonable notice to the Sellers’ Representative, the Sellers shall cause the Group Companies to (a) During the Interim Period, the REIT shall, and shall cause each REIT Subsidiary to, (i) give afford the Purchaser and its authorized Representatives representatives reasonable access during normal business hoursto the offices, and upon at least 48 hours’ advance notice, to all properties, facilities, personnel properties and books and records of the REIT Group and each REIT Subsidiary (b) furnish to the representatives of the Purchaser such additional financial and operating data and other information regarding the Group (or copies thereof) as the Purchaser may from time to time reasonably request; provided that any such access or furnishing of information shall be conducted at the Purchaser’s expense, during normal business hours, under the supervision of the Group’s personnel and in such a manner as not to interfere unreasonably with the operation normal operations of any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect Group. Notwithstanding anything to the businesscontrary in this Agreement, properties and personnel of the REIT and each REIT Subsidiary as the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT Sellers shall not be required to (or cause the Group to cause disclose any REIT Subsidiary to) afford such access or furnish such information to the extent that Purchaser if such disclosure would, in the REIT believes in good faith that doing so would: Sellers’ reasonable discretion, (i) result in cause significant competitive harm to the loss of attorney-client privilege; Business if the transactions contemplated hereby are not consummated or (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law Laws (including in particular antitrust Laws) or binding agreement entered into prior to the date hereof; provided that if the REIT Sellers do not provide or cause to be provided information in reliance on this sentence, then the Sellers shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result implement arrangements (which could include, depending on the reasonableness thereof in the events set out circumstances, redacting parts of documents, preparing “clean” summaries of information or limiting the availability of information to a “clean team” or to outside legal counsel, pursuant to pre-existing clean team arrangements, as appropriate) in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect order to make the representations, warranties, covenants or agreements of the REIT or the conditions relevant information available to the obligations of Purchaser or its representatives to the Parties extent reasonably possible and permitted under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌applicable Laws.

Access to Information. (a) During Subject to compliance with applicable Laws and the Interim Periodterms of any existing Contracts, each of the Company, the REIT shallCompany Entities and the Parent will, and shall will cause each REIT Subsidiary its respective subsidiaries to, (i) give afford to the other and its Representatives, until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, continuing access to the Company Data Room or Parent Data Room, as the case may be, and reasonable access, during normal business hours and upon reasonable notice, to its respective businesses, properties, books and records and such other data and information as the other may reasonably request, as well as to their respective management personnel, subject, however, to such access not interfering with the ordinary conduct of its businesses. Subject to compliance with applicable Laws and such requests not materially interfering with the ordinary conduct of the business of the Company and the Company Entities, the Company will also make available to the Purchaser and its authorized Representatives reasonable access during normal business hoursall information reasonably requested by the Purchaser for the purposes of preparing, considering and upon at least 48 hours’ advance notice, to all properties, facilities, personnel implementing integration and books and records strategic plans for the combined businesses of the REIT Company and the Purchaser and its affiliates following completion of the Arrangement. Without limiting the generality of the provisions of the Non-Disclosure Agreement, each REIT Subsidiary of the Parties acknowledges that all information provided to it under this Section 5.2(a), or otherwise pursuant to this Agreement or in such a manner as not to interfere unreasonably connection with the operation transactions contemplated hereby, is subject to the Non-Disclosure Agreement, which will remain in full force and effect notwithstanding any other provision of any business conducted by the REIT this Agreement or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser termination of this Agreement. If any provision of this Agreement otherwise conflicts or is inconsistent with such financial and operating data and other information with respect to the business, properties and personnel any provision of the REIT and each REIT Subsidiary as Non-Disclosure Agreement, the Purchaser may reasonably request; provided that all such access shall be coordinated through provisions of this Agreement will supersede those of the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information Non-Disclosure Agreement but only to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT conflict or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements inconsistency and all other provisions of the REIT or the conditions to the obligations of the Parties under this Non-Disclosure Agreement will remain in full force and shall not limit or otherwise affect the rights or remedies available hereunder.‌effect.

Access to Information. Subject to Buyer’s obligations under the Confidentiality Agreement, Seller shall afford to the officers, employees and authorized representatives of Buyer (aincluding independent public accountants and attorneys) During the Interim Period, the REIT shall, and shall cause each REIT Subsidiary to, (i) give the Purchaser and its authorized Representatives reasonable access during normal business hours, and upon at least 48 hours’ reasonable advance notice, to all propertiesthe offices, facilitiesproperties and business and financial records (including computer files, personnel retrieval programs and books and records similar documentation) of the REIT Companies to the extent Buyer shall reasonably deem necessary for Buyer to operate the Business after the Effective Time and each REIT Subsidiary shall furnish to Buyer or its authorized representatives such additional information concerning the Business (as conducted by the Companies) as shall be reasonably requested; provided, however, that Seller shall not be required to violate any obligation of confidentiality to which Seller or the Companies is subject or to waive any privilege which any of them may possess in discharging its obligations pursuant to this Section 6.1; provided, further, Seller shall not be required to furnish or otherwise make available to Buyer competitively sensitive information relating to areas of the Business in which Buyer or its Affiliates compete against the Companies; and, provided, further, that neither Buyer nor any of its officers, employees, agents or representatives shall have access to any personnel of the Business or any other businesses of Seller or any of its Affiliates other than the persons identified on Schedule 6.1 of the Seller Disclosure Schedule without Seller’s prior written consent, which shall not be unreasonably withheld. Buyer agrees that such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect to the business, properties and personnel operations of the REIT and each REIT Subsidiary as the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT Companies or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌Seller.

Access to Information. From the date hereof until the Closing, Seller shall cause the Company, to: (a) During the Interim Period, the REIT shall, and shall cause each REIT Subsidiary to, (i) give the Purchaser afford Buyer and its authorized Representatives reasonable access to and the right to inspect all of the Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of the Company to cooperate with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted during normal business hourshours upon reasonable advance notice to Seller, and upon at least 48 hours’ advance notice, to all properties, facilities, under the supervision of Seller’s personnel and books and records of the REIT and each REIT Subsidiary in such a manner as not to materially interfere unreasonably with the operation normal operations of the Company. All requests by Buyer for access pursuant to this Section 5.02 shall be submitted or directed exclusively to RJA or such other individuals as Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither Seller nor the Company shall be required to disclose any business conducted information to Buyer if such disclosure would, in Seller’s sole discretion: (x) cause significant competitive harm to Seller, the Company and their respective businesses if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Prior to the Closing, without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, neither Parent nor Buyer shall not contact any suppliers to, or customers of, the Company. Each of Parent and Buyer shall, and shall cause its Representatives to, abide by the REIT or any REIT Subsidiary and (ii) permit such inspections as terms of the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information Confidentiality Agreement with respect to the business, properties and personnel of the REIT and each REIT Subsidiary as the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information provided pursuant to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌5.02.

Access to Information. (a) During Subject to Section 5.4(b), and subject to applicable Law, at all times during the Interim Periodperiod commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 7.1 and the Effective Time, the REIT Company shall, and shall cause instruct each REIT Subsidiary of its Representatives (collectively, “Company Representatives”) to, : (i) give the Purchaser provide to Parent and its authorized Merger Sub and each of their respective Representatives (collectively, “Parent Representatives”) reasonable access access, during normal business hours, hours and upon at least 48 hours’ advance reasonable prior notice, to all the officers, employees, agents, properties, facilities, personnel offices and books and records other facilities of the REIT and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary Company and (ii) permit furnish or cause to be furnished such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect to concerning the business, properties properties, Contracts, assets, liabilities, personnel and personnel other aspects of the REIT and each REIT Subsidiary Company as the Purchaser Parent, Merger Sub or any Parent Representative may reasonably request within a reasonable time following such request; provided that all such access shall be coordinated through provided, however, until the REIT or its designated RepresentativesEffective Time, in accordance with such reasonable procedures as they may establish; and provided further that the REIT Company shall not be required to (A) furnish, or to cause provide any REIT Subsidiary access to) afford such access or furnish such , any information to any Person not a party to, or otherwise covered by, the extent that Confidentiality Agreement or a similar agreement with the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary Company with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; such information or (iiiB) breach, contravene provide access to or furnish any information if doing so would violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for or Contract, or where such access to information would involve the waiver or disclosure in loss of an attorney-client or work product privilege so long as the Company has reasonably cooperated with Parent to permit such inspection of, or to disclose such, information on a manner basis that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) compromise or otherwise waive such privilege with respect thereto; provided, however, that such access and information shall affect the representationsbe disclosed or granted, warrantiesas applicable, covenants or agreements of the REIT or the conditions to external counsel for Parent to the obligations extent reasonably required for the purpose of the Parties under this Agreement and shall not limit complying with applicable Antitrust Laws subject to prior execution of a common interest or otherwise affect the rights or remedies available hereunder.‌joint defense agreement in customary form.

Access to Information. From the date hereof until the Closing, Seller shall cause the Company, to: (a) During the Interim Period, the REIT shall, and shall cause each REIT Subsidiary to, (i) give the Purchaser afford Buyer and its authorized Representatives reasonable access to and the right to inspect all of the Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of the Company to cooperate with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted during normal business hourshours upon reasonable advance notice to Seller, and upon at least 48 hours’ advance notice, to all properties, facilities, under the supervision of Seller’s personnel and books and records of the REIT and each REIT Subsidiary in such a manner as not to materially interfere unreasonably with the operation normal operations of the Company. All requests by Buyer for access pursuant to this Section 5.02 shall be submitted or directed exclusively to RJA or such other individuals as Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither Seller nor the Company shall be required to disclose any business conducted information to Buyer if such disclosure would, in Seller’s sole discretion: (x) cause significant competitive harm to Seller, the Company and their respective businesses if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Prior to the Closing, without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, Buyer shall not contact any suppliers to, or customers of, the Company. Buyer shall, and shall cause its Representatives to, abide by the REIT or any REIT Subsidiary and (ii) permit such inspections as terms of the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information Confidentiality Agreement with respect to the business, properties and personnel of the REIT and each REIT Subsidiary as the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information provided pursuant to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌5.02.

Access to Information. (a) During Between the Interim Perioddate of this Agreement and the Effective Time, the REIT shall, and shall cause each REIT Subsidiary to, Company will (i) give the Purchaser Parent and its authorized Representatives representatives reasonable access access, during normal regular business hours, and hours upon at least 48 hours’ advance reasonable notice, to all properties, facilities, personnel offices and other facilitates and to all of its books and records of the REIT and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and records, (ii) permit Parent to make such reasonable inspections as the Purchaser it may reasonably require require, and promptly (iii) cause its officers and those of its subsidiaries to furnish the Purchaser Parent with such financial and operating data and other information with respect to the business, business and properties and personnel of the REIT 18 20 Company, as Parent may from time to time reasonably request and each REIT Subsidiary as the Purchaser Company may reasonably request; provided that all have on hand or be able to produce without hardship. All such access and information obtained by Parent and its authorized representatives shall be coordinated through subject to the REIT or terms and conditions of the Confidentiality Agreement. (b) Between the date of this Agreement and the Effective Time, Parent will (i) give Company and its designated Representativesauthorized representatives reasonable access, in accordance during regular business hours upon reasonable notice, to all offices and other facilitates and to all of its books and records, (ii) permit the Company to make such reasonable inspections as it may require, and (iii) cause its officers and those of its subsidiaries to furnish Company with such reasonable procedures financial and operating data and other information with respect to the business and properties of Parent as they the Company may establish; from time to time reasonably request and provided further that as Parent may have on hand or be able to produce without hardship. All such access and information obtained by the REIT Company and its authorized representatives shall not be subject to the terms and conditions of the Confidentiality Agreement. (c) Notwithstanding the foregoing provisions of this Section 4.3, neither party shall be required to (or to cause any REIT Subsidiary to) afford such grant access or furnish such information to the other party to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii))furnishing of such information is prohibited by law. No investigation under this Section 4.2(a) by the parties hereto made heretofore or otherwise hereafter shall affect the representations, warranties, covenants or agreements representations and warranties of the REIT or the conditions to the obligations of the Parties under this Agreement parties which are herein contained and each such representation and warranty shall not limit or otherwise affect the rights or remedies available hereunder.‌survive such investigation. SECTION 4.4.

Access to Information. (a) During the Interim Period, the REIT The Company shall, and shall cause each REIT the Company Subsidiary to, (i) give the Purchaser afford to Purchaser’s officers, employees, accountants, counsel, financial advisors and its authorized Representatives other representatives, reasonable access during normal business hourshours during the period prior to the Closing Date to all their respective books, contracts, commitments, personnel (including officers, employees and agents), and upon at least 48 hours’ advance noticerecords, plants, offices and other owned and leased facilities and properties and permit Purchaser to all properties, facilities, personnel and books and records of the REIT and each REIT Subsidiary in make such a manner reasonable inspections thereof as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require request and, during such period, the Company shall, and shall cause the Company Subsidiary to, furnish promptly furnish the to Purchaser with such financial and operating data and other all available information with respect to the concerning its business, properties and personnel of the REIT and each REIT Subsidiary as the Purchaser may reasonably request; provided provided, however, that all the Company may withhold, and may cause the Company Subsidiary to withhold, (a) any document or information that is subject to the terms of a confidentiality agreement with a third party or attorney-client privilege or (b) such access shall be coordinated through portions of documents or information relating to pricing or other matters that are highly sensitive if the REIT exchange of such documents (or portions thereof) or information, as determined by the Company’s counsel, might reasonably result in antitrust difficulties for the Company or its designated Representativesaffiliates. If any material is withheld by the Company pursuant to the proviso to the preceding sentence, the Company shall, and Seller shall cause the Company to, inform Purchaser as to the general nature of what is being withheld, and the Company shall, and Seller shall cause the Company to, cooperate in accordance with seeking a way to allow disclosure of such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information material to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of would not violate any such third-party confidentiality agreement, attorney-client privilege; (ii) violate any obligations of privilege or applicable Law. All information provided by the REIT or any REIT Subsidiary with respect Company pursuant to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise 6.01 shall affect the representations, warranties, covenants or agreements of the REIT or the conditions be subject to the obligations of confidentiality agreement, dated February 27, 2013, between NMGC and Purchaser, as amended (the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌“Confidentiality Agreement”).

Access to Information. (a) During Upon reasonable notice, and at the Interim Periodreasonable request of Parent, the REIT shall, Company shall (and shall cause each REIT Subsidiary of its Subsidiaries to) afford to the Representatives of Parent, (i) give the Purchaser and its authorized Representatives reasonable access access, during normal business hours, and upon at least 48 hours’ advance noticehours during the period prior to the Effective Time, to all propertiesthe Company Properties (other than for purposes of invasive testing), facilitiesbooks, personnel contracts, records and books and records of the REIT and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect to the business, properties and personnel of the REIT and each REIT Subsidiary as the Purchaser may reasonably requestCompany’s Representatives; provided that all such access shall be coordinated through the REIT Company or its designated Representatives, Representatives in accordance with such reasonable procedures as they may reasonably establish. Upon reasonable notice, and at the reasonable request of the Company, Parent shall (and shall cause each of its Subsidiaries to) afford to the Representatives of the Company, reasonable access, during normal business hours during the period prior to the Effective Time, to all Parent Properties (other than for purposes of invasive testing), books, contracts, records and Parent’s Representatives; and provided further that all such access shall be coordinated through Parent or its Representatives in accordance with such procedures as they may reasonably establish. Neither the REIT Company nor Parent, nor any of their respective Subsidiaries, shall not be required to (provide access to or to cause any REIT Subsidiary to) afford such access or furnish such disclose information to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege of the institution in a manner that does not result possession or control of such information or contravene any Law or binding agreement entered into prior to the date of this Agreement. The Parties will make appropriate substitute disclosure arrangements under circumstances in which the events set out in clauses (i) through (iii))restrictions of the preceding sentence apply. No such investigation under this Section 4.2(a) or otherwise by any Party shall affect the representations, warranties, covenants or agreements representations and warranties of any other Party. The terms of the REIT or the conditions Confidentiality Agreement shall apply to the obligations of the Parties under any information and access provided pursuant to this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌Section 5.2.

Access to Information. (a) During From the Interim Perioddate hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality Agreement, upon reasonable advance notice from Parent, the REIT shall, and Company shall cause each REIT Subsidiary to, (i) give the Purchaser provide to Parent (and its authorized Representatives Parent’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources and other representatives, collectively, “Representatives”) reasonable access during normal business hourshours to the offices, and upon at least 48 hours’ advance notice, to all properties, facilities, personnel and books and records of the REIT any Group Company, (ii) furnish to Parent and each REIT Subsidiary its Representatives such existing financial and operating data and other existing information as such persons may reasonably request, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation; provided that any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation business or operations of the Company or its Subsidiaries or otherwise result in any business conducted significant interference with the timely discharge by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect to the business, properties and personnel employees of the REIT and each REIT Subsidiary as the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT Company or its designated RepresentativesSubsidiaries of their duties; provided, in accordance with such reasonable procedures as they may establish; and provided further further, that the REIT Company shall not be required to (provide Parent or any of its Representatives with access to cause any REIT Subsidiary to) afford such access books, records, documents or furnish such other information to the extent that the REIT believes in good faith that doing so would: (i) such books, records, documents or other information are subject to any confidentiality agreement with a Third Party (provided that at the request of Parent, the Company shall use its commercially reasonable efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breachthe disclosure of such books, contravene records, documents or violate any other information is prohibited by applicable Law Law, or (provided that iv) such books, records, documents or other information involves the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements categories of trade secrets of the REIT Company or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌its Subsidiaries set forth in Schedule 6.03(a).

Access to Information. (a) During From and after the Interim Perioddate of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable notice, the REIT shallCompany shall provide, and shall or cause each REIT Subsidiary toto be provided, (i) give the Purchaser to Rotor and its authorized Representatives reasonable access during normal business hours, and upon at least 48 hours’ advance notice, hours reasonable access to all of the employees, properties, facilitiesContracts, personnel and books and records of the REIT and each REIT Subsidiary Group Companies (in such a manner so as to not to interfere unreasonably with the operation of any normal business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect to the business, properties and personnel operations of the REIT and each REIT Subsidiary as the Purchaser may reasonably requestGroup Companies); provided that all such access may be limited by the Group Companies in response to COVID-19 to the extent reasonably necessary (1) to protect the health and safety of such Group Companies’ Representatives or (2) in order to comply with any applicable Pandemic Response Law (provided that, in case of each of (1) and (2), the Company shall, and shall cause the other Group Companies to, use commercially reasonable efforts to provide (x) such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) or (y) such information, in a manner without risking the health and safety of such Persons or violating such Pandemic Response Laws). All of such information shall be coordinated through treated as “Confidential Information” (or the REIT or its designated Representativesapplicable equivalent term) pursuant to the terms of the Confidentiality Agreement, in accordance with such reasonable procedures as they may establish; and provided further that the REIT provisions of which are by this reference hereby incorporated herein. Notwithstanding the foregoing, none of the Group Companies shall not be required to disclose to Rotor or any of its Representatives any information (or to cause any REIT Subsidiary toi) afford such access or furnish such information if and to the extent that the REIT believes in good faith that doing so would: (iA) would violate any applicable Law, (B) is likely, as reasonably determined upon the advice of outside legal counsel, to result in the loss of the ability to successfully assert any attorney-client or work product privilege (provided that, in case of each of (A) and (B), the Company shall, and shall cause the other Group Companies to, use reasonable best efforts to provide (x) such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) or (y) such information in a manner without violating such privilege; , Contract or Law), (ii) violate if any obligations Group Company, on the one hand, and Rotor or any of its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company shall, in the case of clause (i) or (ii), provide prompt written notice of the REIT withholding of access or information on any REIT Subsidiary with respect to confidentiality to any third party or otherwise breachsuch basis, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that is a Trade Secret. The Parties hereby acknowledge and agree that the REIT Confidentiality Agreement shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements be automatically terminated effective as of the REIT Closing without any further action by any Party or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌any other Person.

Access to Information. (a) During the Interim PeriodUpon prior notice, the REIT shallCompany shall afford Parent and its accountants, counsel and shall cause each REIT Subsidiary toother representatives, reasonable access during the period from the date hereof and prior to the Effective Time to (i) give all of the Purchaser Company’s and its authorized Representatives reasonable access during normal business hours, and upon at least 48 hoursSubsidiaries’ advance notice, to all properties, facilitiesbooks, personnel contracts, commitments and books and records records, including without limitation, access to any real property (leased or owned) for the purpose of conducting an environmental audit or assessment that may include soil, groundwater, or Hazardous Materials sampling in instances where Parent reasonably believes such work is necessary or desirable to identify the REIT and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation presence or absence of any business conducted by the REIT or any REIT Subsidiary and Hazardous Materials, (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect to concerning the business, properties and personnel (subject to restrictions imposed by applicable law) of the REIT and each REIT Subsidiary Company as the Purchaser Parent may reasonably request; provided that all such access shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breachall Employees of the Company identified by Parent. The Company agrees to provide to Parent and its accountants, contravene or violate any applicable Law counsel and other representatives copies of internal financial statements (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (iincluding Tax returns and supporting documentation) through (iii))promptly upon request. No information or knowledge obtained in any investigation under pursuant to this Section 4.2(a) or otherwise 5.2 shall affect the representations, warranties, covenants or agreements of the REIT be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the Parties under this Agreement parties to consummate the Merger in accordance with the terms and provisions hereof. On or before the Closing Date, the Parent shall deliver to the Company a schedule identifying Losses of which Parent has actual knowledge as of the Closing Date (the “Schedule of Losses”); provided that the production by the Company during due diligence of any documents or other materials (or the possession thereof by Parent or its agents) shall not limit or otherwise affect the rights or remedies available hereunder.‌create a presumption that Parent had such knowledge.

Access to Information. (a) During From the Interim Perioddate of this Agreement until the Closing, the REIT shall, and Seller shall cause each REIT Subsidiary to, the Companies and their respective Representatives to (i) give the afford a Purchaser and its authorized Representatives reasonable access, subject to the Confidentiality Agreement and applicable Laws relating to the sharing of information, to the management, personnel, offices and properties of the Companies and, on the Seller’s premises, the Books and Records and (ii) furnish to the Representatives of the Purchasers such additional financial and operating data and other information regarding the Companies (or copies thereof made at such Purchaser’s expense) as such Purchaser may from time to time reasonably request; provided, however, that: (A) any such access or furnishing of information shall be provided at the Purchasers’ expense, during normal business hourshours upon reasonable advance notice to the Seller, and upon at least 48 hours’ advance notice, to all properties, facilities, under the supervision of the Seller’s personnel and books and records of the REIT and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation normal operations of any business conducted the Companies; (B) all requests by such Purchaser for access or availability pursuant to this Section 5.02 shall be submitted or directed exclusively to an individual to be designated by the REIT or any REIT Subsidiary Seller; and (iiC) permit such inspections as the Purchaser may reasonably require Seller and promptly furnish the Purchaser with such financial and operating data and other information with respect to the business, properties and personnel of the REIT and each REIT Subsidiary as the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT Companies shall not be required to (provide any Books and Records or reports based thereon that they do not maintain or prepare in the ordinary course of their business. Notwithstanding anything to cause the contrary in this Agreement, the Seller shall not be required to disclose any REIT Subsidiary to) afford such access or furnish such information to the extent that Purchasers if such disclosure would, in the REIT believes in good faith that doing so would: Seller’s sole and reasonable discretion, (i) result in cause significant competitive harm to Parent or any of the loss of Companies if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; other legal privilege or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access Law, Governmental Order, fiduciary duty or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions Listed Contract entered into prior to the obligations date of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌Agreement.

Access to Information. (a) During For purposes of furthering the Interim Periodtransactions contemplated hereby, the REIT shall, Company shall afford Parent and shall cause each REIT Subsidiary to, (i) give the Purchaser officers and its authorized Representatives employees and (ii) the accountants, consultants, legal counsel, financial advisors and agents and other representatives (such persons described in this clause (ii), collectively, “Representatives”) of Parent reasonable access during normal business hours, throughout the period prior to the earlier of the Effective Time and upon at least 48 hours’ advance noticethe Termination Date, to all its and its Subsidiaries’ personnel and properties, facilitiescontracts, personnel and commitments, books and records and any report, schedule or other document filed or received by it pursuant to the requirements of the REIT applicable Laws and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial additional accounting, financing, operating, environmental and operating other data and other information with respect to regarding the businessCompany and its Subsidiaries, properties and personnel of the REIT and each REIT Subsidiary as the Purchaser Parent may reasonably request; provided that all such access shall be coordinated through . Notwithstanding the REIT or its designated Representativesforegoing, in accordance with such reasonable procedures as they may establish; and provided further that the REIT Company shall not be required to (or to cause any REIT Subsidiary to) afford such access if it would unreasonably disrupt the operations of the Company or furnish such information any of its Subsidiaries, would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party, would cause a risk of a loss of privilege to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT Company or any REIT Subsidiary of its Subsidiaries or would constitute a violation of any applicable Law. The foregoing notwithstanding, neither Parent, nor any of its officers, employees or Representatives, shall be permitted to perform any onsite procedures (including an onsite study) with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements property of the REIT Company or the conditions to Company’s Subsidiaries without the obligations of the Parties under this Agreement and Company’s prior written consent (which consent shall not limit be unreasonably withheld, delayed or otherwise affect the rights or remedies available hereunder.‌conditioned).

Access to Information. (a) During From the Interim Perioddate of this Agreement until the consummation of the Offer, the REIT Company shall, and shall cause each REIT Subsidiary its Subsidiaries to, upon reasonable advance notice to the Company, during ordinary business hours, to the extent legally permitted (i) give the Purchaser and its authorized Representatives reasonable full access during normal business hours, and upon at least 48 hours’ advance notice, to all propertiesbooks, facilitiesrecords, personnel personnel, offices and books other facilities and records properties of the REIT Company and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary its Subsidiaries and their accountants and accountants' work papers, (ii) permit Purchaser to make such copies and inspections thereof as the Purchaser may reasonably require request and promptly (iii) furnish the Purchaser with such financial and operating data and other information with respect to the business, business and properties and personnel of the REIT Company and each REIT Subsidiary its Subsidiaries as the Purchaser may from time to time reasonably request; provided that all such access shall be coordinated through the REIT no investigation or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required information furnished pursuant to (or to cause any REIT Subsidiary to) afford such access or furnish such information to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise 5.5 shall affect any representation or warranty made herein by the representations, warranties, covenants or agreements of the REIT Company or the conditions to the obligations of Purchaser to consummate the Parties under transactions contemplated by this Agreement and Agreement. Purchaser shall notify the Company without delay if it becomes aware of a breach of any representation or warranty. Notwithstanding the foregoing, the Company shall not limit be required to provide any information which it reasonably believes it may not provide to Purchaser by reason of applicable Law, which constitutes information protected by attorney/client privilege, or otherwise affect which the rights Company or remedies available hereunder.‌any Subsidiary is required to keep confidential by reason of contract, agreement or understanding with third parties entered into prior to the date hereof; provided that the Company gives the Purchaser notice of the fact that it is withholding information pursuant to this Section 5.5(a).

Access to Information. (a) During Between the Interim Perioddate of this Agreement and the Closing Date, the REIT Seller shall, and shall cause each REIT Subsidiary to, : (i) give the Purchaser Buyer and its authorized Representatives reasonable access Representatives, during normal business hours, hours and upon at least 48 hours’ advance reasonable notice, reasonable access to all propertiesbooks, facilitiesrecords, personnel plans, offices and books other facilities and records properties in the possession of Seller included in the Purchased Assets (it being understood that Seller shall have the right to have a Representative present at all times during any such access); (ii) furnish Buyer with such financial and operating data and other information in the possession of Seller with respect to the Purchased Assets as Buyer may from time to time reasonably request; and (iii) furnish Buyer with all such other information in the possession of Seller as shall be reasonably necessary to enable Buyer, at its request, to verify the accuracy of the REIT representations and each REIT Subsidiary warranties of Seller contained in this Agreement; provided, however, that (A) any such access or requests shall be conducted in such a manner as not to interfere unreasonably with the operation of the Purchased Assets, (B) Seller shall not be required to take any business conducted by action which would constitute a waiver of the REIT attorney-client or other privilege, (C) Seller need not supply Buyer with any REIT Subsidiary information which Seller is under a legal or contractual obligation not to supply, and (iiD) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser Seller shall not be required to supply Buyer with such financial and operating data and other any information with respect to the business, properties and personnel Jointly Owned Stations to which Seller is not entitled pursuant to the terms of the REIT and each REIT Subsidiary as Jointly Owned Stations Operating Agreements. Notwithstanding anything herein to the Purchaser may reasonably request; provided that all such access shall be coordinated through contrary, prior to the REIT or its designated RepresentativesClosing Date, in accordance with such reasonable procedures as they may establish; and provided further that the REIT Buyer shall not have the right to perform or conduct, or cause to be required to (performed or to cause conducted, any REIT Subsidiary to) afford such access environmental sampling or furnish such information to testing at, in, on or underneath the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌Jointly Owned Stations.

Access to Information. (a) During Solely for the Interim Periodpurposes of consummating the transactions contemplated by this Agreement and the Ancillary Documents, from and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, the REIT shallCompany shall provide, and shall or cause each REIT Subsidiary toto be provided, (i) give the Purchaser to STPK and its authorized Representatives reasonable access during normal business hours, and upon at least 48 hours’ advance notice, hours reasonable access to all of the employees, properties, facilitiesContracts, personnel and books and records of the REIT and each REIT Subsidiary Group Companies (in such a manner so as to not to interfere unreasonably with the operation normal business operations of any business conducted by the REIT Group Companies). All of such information shall be treated as “Confidential Information” (or any REIT Subsidiary and (iithe applicable equivalent term) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect pursuant to the business, properties and personnel terms of the REIT and each REIT Subsidiary as Confidentiality Agreement, the Purchaser may reasonably request; provided that all such access provisions of which are by this reference hereby incorporated herein. Notwithstanding the foregoing, none of the Group Companies shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to disclose to STPK or any of its Representatives any information (or to cause any REIT Subsidiary toi) afford such access or furnish such information if and to the extent that the REIT believes in good faith that doing so would: (iA) would violate any applicable Law, (B) could, as reasonably determined upon the advice of outside legal counsel, result in the loss of the ability to successfully assert any attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law work product privilege (provided that that, in case of each of (A) and (B), the REIT Company shall, and shall cause the other Group Companies to, use commercially reasonable efforts to allow for provide (x) such access as can be provided (or disclosure otherwise convey such information regarding the applicable matter as can be conveyed) or (y) such information in a manner without violating such privilege, Contract or Law), (ii) if any Group Company, on the one hand, and STPK or any of its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that does not result the Company shall, in the events set out in clauses case of clause (i) through or (ii), provide prompt written notice of the withholding of access or information on any such basis, or (iii))) that is a Trade Secret. No investigation under this Section 4.2(a) or otherwise The Parties hereby acknowledge and agree that the Confidentiality Agreement shall affect the representations, warranties, covenants or agreements be automatically terminated effective as of the REIT Closing without any further action by any Party or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌any other Person.

Access to Information. (a) During Subject to applicable Law, from the Interim Perioddate hereof until the Closing, the REIT Sellers shall, and shall cause each REIT Subsidiary toCompany and each Subsidiary, (i) give upon receiving reasonable notice from the Purchaser, permit the Purchaser and its authorized Representatives representatives, including its agents, employees, contractors, and consultants, to have reasonable access access, at the sole risk of the Purchaser and during normal business hourshours (and without undue interference to the ordinary operations of the Business and upon receipt by the Sellers of any indemnity or other agreement or commitment from the Purchaser as the Sellers may reasonably require in the circumstances) to facilitate the transition of the business following the Closing, and upon to perform, at least 48 hours’ advance noticethe Purchaser’s expense, to all properties, facilities, personnel inspections of and books concerning the Business and records of the REIT and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections Purchased Assets as the Purchaser may reasonably require and promptly furnish deem appropriate. Without the Purchaser with such financial and operating data and other information with respect to the business, properties and personnel prior written consent of the REIT and each REIT Subsidiary as Sellers, the Purchaser may reasonably request; provided that all such not communicate with any employees, consultants, suppliers, financing sources or customers of the Sellers, the Companies or the Subsidiaries or Club Intrawest members, and the Purchaser shall have no right of access hereunder to the Excluded Assets without the prior written consent of the Sellers, which shall not be coordinated through unreasonably withheld, conditioned or delayed. The Purchaser and any representatives may not conduct any invasive environmental testing or sampling. Notwithstanding anything to the REIT or its designated Representativescontrary in this Agreement, in accordance with such reasonable procedures as they may establish; and provided further that the REIT Sellers shall not be required to (or to cause disclose any REIT Subsidiary to) afford such access or furnish such information to the extent that Purchaser if such disclosure would, in the REIT believes in good faith that doing so would: Sellers’ sole discretion, (i) result in the loss of jeopardize any attorney-client privilege; or other legal privilege or (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access Laws, fiduciary duty or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions binding agreement entered into prior to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌date hereof.

Access to Information. (a) During Subject to Buyer’s obligations under the Interim PeriodConfidentiality Agreement, Seller and the REIT shall, and shall cause each REIT Subsidiary to, (i) give the Purchaser Company will provide Buyer and its authorized officers, employees and Representatives (including independent public accountants and attorneys) reasonable access during normal business hours, and upon at least 48 hours’ reasonable advance notice, to all propertiesthe offices, facilities, personnel properties and books business and financial records and other documents and data of the REIT Company and each REIT Subsidiary shall furnish to Buyer or such Persons such additional information concerning the Business as shall be reasonably requested (including information regarding any services provided to the Company by the Seller or any of the Seller’s Affiliates or vice versa); provided, however, that: (a) neither Seller nor the Company shall be required to (i) violate any obligation of confidentiality, Order or Requirements of Law to which Seller or the Company is subject or to waive any privilege which any of them may possess in discharging its obligations pursuant to this Section 7.1 (provided, that Seller and the Company shall use commercially reasonable efforts to provide such access in an alternative manner that does not have any of the foregoing effects) or (ii) jeopardize the health and safety of any employee of the Company in light of any Contagion Event or Contagion Event Measures; and (b) without the prior written consent of the Seller, neither Buyer nor any of its officers, employees, agents or representatives shall communicate with any employees, customers, suppliers or other business relationships of the Company. Buyer hereby acknowledges and agrees that (A) it shall use commercially reasonable efforts to conduct any investigation pursuant to this Section 7.1 in such a manner as not to interfere unreasonably with the operation operations of any business conducted the Company or Seller, (B) all requests by Buyer for access or availability pursuant to this Section 7.1 shall be submitted or directed to the REIT or any REIT Subsidiary Seller and (iiC) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect to the business, properties and personnel of the REIT and each REIT Subsidiary as the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT Buyer shall not be required permitted to (undertake any environmental sampling or to cause any REIT Subsidiary to) afford such access or furnish such information to other invasive environmental testing without the extent that the REIT believes Seller’s prior written consent, which consent shall be granted in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌Seller’s sole discretion.

Access to Information. Upon reasonable notice and subject to the terms of the Confidentiality Agreement, dated January 14, 2005, between Gxxxxxx Sxxxx (aon behalf of the Company) During and Txxxxx X. Xxx Partners, L.P., as the Interim Periodsame may be amended, supplemented or modified (the “Confidentiality Agreement”), the REIT Company shall, and shall cause each REIT Subsidiary of its Subsidiaries to, (i) give afford to Newco and to the Purchaser officers, employees, accountants, financing sources, counsel, consultants, agents and its authorized Representatives other representatives of Newco reasonable access access, during normal business hours, and upon at least 48 hours’ advance noticehours during the period prior to the Effective Time, to all their respective officers, employees, assets, operations, properties, offices and other facilities, books, contracts, commitments and records, and during such period, the Company shall (and shall cause each of its Subsidiaries to) make available to Newco (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of the federal or state securities laws or the federal Tax laws, (b) within 20 days of the end of each month following the date hereof (or within 30 days in the case of a month that is the last month of any fiscal quarter of the Company), an unaudited monthly consolidated balance 44 sheet of the Company and its Subsidiaries for the month then ended and related consolidated statements of earnings, cash flows and stockholders equity and (c) all other information concerning its business, properties, contracts, personnel and books and records other aspects of the REIT Company and each REIT Subsidiary in such a manner its Subsidiaries as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect to the business, properties and personnel of the REIT and each REIT Subsidiary as the Purchaser Newco may reasonably request; provided provided, however, that all such access and information shall only be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information to the extent that such access or the REIT believes in good faith provision of such information would not violate applicable law; provided, further, that doing so would: the foregoing shall not require the Company (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the loss disclosure of attorney-client privilege; (ii) any trade secrets of third Persons or violate any of its obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which if the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT Company shall use commercially have used reasonable efforts to allow for obtain the consent of such access third Person to such inspection or disclosure and such consent was not obtained or (ii) to disclose any privileged information of the Company or any of its Subsidiaries so long as the Company has taken all reasonable steps to permit inspection of or to disclose information described in this clause (ii) on a manner basis that does not result compromise the Company’s or such Subsidiary’s privilege with respect thereto. The parties shall seek appropriate substitute disclosure arrangements under circumstances in which the proviso to the immediately proceeding sentence applies. Subject to the Confidentiality Agreement, Newco and its representatives shall be permitted to disclose information as necessary and consistent with customary practice in connection with the Debt Financing. All requests for information made pursuant to this Section 7.4 shall be directed to an executive officer of the Company or such Person as may be designated by the Company’s executive officers. In no event shall the Company be required to supply to Newco, or Newco’s officers, employees, accountants, counsel or other representatives, any information relating to indications of interest from, or discussions with, any other potential acquirors of the Company, except to the extent necessary for use in the events set out in clauses (i) through (iii))Proxy Statement or as required by Section 6.2. In the event of a termination of this Agreement for any reason, Newco shall promptly return or destroy, or cause to be returned or destroyed, all nonpublic information so obtained from the Company or any of its Subsidiaries and any copies made of such documents for Newco. No investigation under this Section 4.2(a) by Newco shall diminish or otherwise shall affect obviate any of the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under Company contained in this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌Agreement.

Access to Information. (a) During From and after the Interim Perioddate hereof and until the Closing, upon reasonable notice, the REIT shall, and shall cause each REIT Subsidiary to, (i) give Merging Companies will provide to the Purchaser Parent and its authorized Representatives Agents reasonable access during normal business hourshours to the offices, books and records, Returns, Contracts, commitments, facilities and accountants of the Merging Companies, and upon will furnish and make available to the Parent and its authorized Agents all such documents and copies of documents (at least 48 hours’ advance notice, the Parent’s expense) and all such additional financial and operating data and other information pertaining to all properties, facilities, personnel and books and records the affairs of the REIT Merging Companies as the Parent and each REIT Subsidiary its authorized Agents may reasonably request; provided, however, that (a) the activities of the Parent and its Agents will be conducted in such a manner as not to interfere unreasonably with the operation of the businesses of the Merging Companies and (b) in no event are the Merging Companies required to furnish the Parent or its Agents with any business conducted documents or information that (i) the Merging Companies are required by the REIT Legal Requirement, Order or any REIT Subsidiary and Contract to keep confidential or (ii) permit that would reasonably be expected to jeopardize the status of such inspections document or information as privileged, work product or as a trade secret. Notwithstanding the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect foregoing, prior to the businessClosing Date, properties and personnel without the prior written consent of the REIT and each REIT Subsidiary as the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations Merging Companies none of the REIT Buyer Parties nor any of their Agents may contact any suppliers to or any REIT Subsidiary customers, employees or directors of, the Merging Companies in connection with respect to confidentiality or pertaining to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under subject matter of this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌Agreement.

Access to Information. From the date hereof until the Effective Time and subject to Applicable Law and the Confidentiality Agreement, the Company shall (a) During the Interim Period, the REIT shall, and shall cause each REIT Subsidiary to, (i) give the Purchaser to Parent and its counsel, financial advisors, auditors and other authorized Representatives reasonable access during normal business hoursto the offices, and upon at least 48 hours’ advance notice, to all properties, facilities, personnel and books and records of the REIT Company during normal business hours upon one Business Day prior written notice, (b) furnish to the Parent, its counsel, financial advisors, auditors and each REIT Subsidiary other authorized Representatives such financial and operating data and other information that is in the Company’s or AIT’s or either of their respective Representatives’ possession as such Persons may reasonably request, and (c) instruct its employees (upon the prior written approval of the Company, which shall not be unreasonably withheld), counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent in its investigation. Any investigation pursuant to this Section shall be conducted in such a manner as not to interfere unreasonably with the operation conduct of any the business conducted by of the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect Company. Notwithstanding anything to the businesscontrary in this Agreement, properties through the Effective Time, neither Parent nor any of its Affiliates or Representatives shall directly, or through an agent or Representative, communicate with any employee (other than the Chief Executive Officer, the President, the Controller and personnel Xxxxx Xxxxxx), customer, financial institution, lender, service provider or vendor of the REIT and each REIT Subsidiary as the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT Company or its designated RepresentativesSubsidiaries relating to the Company’s or its Subsidiaries’ business or the transactions contemplated by this Agreement (subject to the following sentence) without the prior written approval of AIT, in accordance with such reasonable procedures as they may establish; and provided further that the REIT which shall not be required unreasonably withheld (the parties agree that any condition that AIT participate in any such communication shall be deemed reasonable). The parties hereto agree from the date hereof until the Closing to (or to cause any REIT Subsidiary to) afford such access or furnish such information to the extent that the REIT believes mutually cooperate and consult with each other in good faith that doing so would: (i) result regarding their communications with their mutual customers, financial institutions, lenders, service providers and vendors, as applicable, regarding the transactions contemplated by this Agreement. For the avoidance of doubt, nothing in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions 7.03 is intended to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌restrict Parent from communicating with Xxxx Xxxxxx.

Access to Information. Between the date of this Agreement and the Closing Date and upon reasonable prior notice, Seller shall: (a) During the Interim Period, the REIT shall, and shall cause each REIT Subsidiary to, (i) give the Purchaser and its authorized Representatives representatives reasonable access during normal business hourshours to Stores, Books and upon at least 48 hours’ advance noticeRecords, Employees; (b) permit Purchaser to all propertiesmake such inspections concerning the Business and the Assets as it may reasonably require, facilities, personnel and books and records including environmental testing of the REIT Real Property and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary improvements; and (iic) permit such inspections as the Purchaser may reasonably require and promptly cause its officers to furnish the Purchaser with such financial and operating data and other information with respect to the business, properties Business and personnel of the REIT and each REIT Subsidiary Assets as the Purchaser may from time to time reasonably request; provided that all request (the "Information"). All such access Information shall be coordinated kept confidential by Purchaser through and including the REIT or its designated RepresentativesClosing Date provided it may be disclosed to Purchaser's lenders, in accordance with such reasonable procedures attorneys and other professionals and as they may establish; required by law. In the event that this Agreement is terminated without Closing, Purchaser shall promptly return to Seller all Information, without reproduction thereof, and provided further that the REIT Purchaser shall not be required to thereafter use any such Information for any purpose. The term "Information" does not include information which (1) was or to cause any REIT Subsidiary to) afford such access or furnish such information becomes generally available to the extent that the REIT believes in good faith that doing so would: (i) public other than as a result in the loss of attorney-client privilege; a disclosure by Purchaser, (ii) violate any obligations of was available to Purchaser on a non-confidential basis prior to its disclosure to Purchaser by the REIT Seller or any REIT Subsidiary with respect to confidentiality to any third party their respective representatives or otherwise breachagents, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene becomes available to Purchaser on a non-confidential basis from a source other than the Seller or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access their respective representatives or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌agents.

Access to Information. (a) During From the Interim Perioddate hereof until the Closing, upon reasonable notice, the REIT Seller shall, and the Seller Members shall cause each REIT Subsidiary the Seller to, cause its officers, directors and employees to (i) give afford the Purchaser and its authorized Representatives Parent reasonable access access, during normal business hours, and upon at least 48 hours’ advance notice, to all properties, facilities, personnel and the books and records of the REIT and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such records, financial and operating data and other information with respect to regarding the businessassets, properties properties, liabilities and personnel goodwill of the REIT and each REIT Subsidiary Business as the Purchaser may may, from time to time, reasonably request; provided that all request and to those officers, directors, employees, agents, attorneys and accountants of the Seller who have any material knowledge relating to the Business, unless the furnishing of such information or access shall be coordinated through would (1) violate the REIT provisions of any applicable law or its designated Representativesany applicable confidentiality agreement or covenant or (2) cause the loss of the attorney-client or other legal privilege with respect thereto. Notwithstanding the foregoing, the Seller Members may, in accordance with such reasonable procedures as they may establish; and provided further that their sole discretion restrict or limit in whole or in part or condition in any respect the REIT shall not be required furnishing or access to (information or to cause any REIT Subsidiary to) afford such access or furnish such information Persons to the extent that relating to any of the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; Excluded Assets or Excluded Liabilities and (ii) violate any obligations unredacted customer lists, unredacted copies of the REIT Seller’s agreements with its customers, passwords and Source Code, any unredacted reports or any REIT Subsidiary with respect documents whatever the source that contain customer identification, domain name or revenue share or other statistical information included among the Purchased Assets and the unredacted hosting and support agreement. The Purchaser and the Parent acknowledge and agree that it is the current intent and understanding of the parties hereto that (x) the Purchaser and the Parent will not be provided access to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure items described in a manner that does not result in the events set out in clauses clause (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or immediately preceding sentence, and (y) with the conditions exception of the Source Code, the Purchaser and Parent will not be provided access to the obligations items described in clause (ii) of the Parties under this Agreement and shall not limit or otherwise affect immediately preceding sentence until immediately following the rights or remedies available hereunder.‌Closing.

Access to Information. (a) During From and after the Interim PeriodClosing, the REIT shallBuyer shall (and shall cause the Company and each of its Subsidiaries and other Affiliates to), during normal business hours and upon reasonable notice, make available and provide the Seller and its respective representatives (including, without limitation, counsel and independent auditors) with access to the facilities and properties of the Company and each of its Subsidiaries and to all information, files, documents and records (written and computer) relating to the Company and its Subsidiaries or any of their businesses or operations for any and all periods prior to and including the Closing Date that they may require with respect to any reasonable business purpose (including, without limitation, any tax matter) or in connection with any claim, dispute, action, cause of action, investigation or proceeding of any kind by or against any Person, and shall (and shall cause the Company and each REIT Subsidiary to, (iof its Subsidiaries and other Affiliates) give cooperate fully with the Purchaser Seller and its authorized Representatives reasonable access during normal business hoursrespective representatives (including counsel and independent auditors) in connection with the foregoing, at the sole cost and upon at least 48 hours’ advance noticeexpense of the Seller, to all propertiesincluding, facilitieswithout limitation, by making tax, accounting and financial personnel and books other appropriate employees and records officers of the REIT Company and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect its Subsidiaries available to the businessSeller and its respective representatives (including counsel and independent auditors), properties and personnel of with regard to any reasonable business purpose. Notwithstanding the REIT and each REIT Subsidiary as foregoing, the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT Buyer shall not be required to (or and shall not be required to cause any REIT Subsidiary the Company and each of its Subsidiaries and other Affiliates to) afford such grant access or furnish such information to the Seller and its representatives to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner would violate or prejudice the rights of its customers, would jeopardize an attorney/client or attorney work product privilege, or is prohibited by law or an existing contract or agreement. The Seller shall not have access to personnel records of the Company or any of its Subsidiaries relating to individual performance or evaluation records, medical histories or other information that does not result in the events set out in clauses (i) through (iii))Buyer’s good faith opinion is sensitive or the disclosure of which could subject the Company or any of its Subsidiaries to risk of liability; provided that the Seller shall not be prohibited from accessing such information pursuant to a valid court order. No investigation under this Section 4.2(a) or otherwise In addition, the Seller shall affect use its reasonable best efforts to cause its auditors, at Buyer’s expense, to furnish the representationsBuyer and the Company and their financing sources all financial statements, warranties, covenants or agreements pro forma financial statements and other financial data and financial information of the REIT or the conditions to the obligations Company and its Subsidiaries, including all financial statements and financial and other data of the Parties type required by Regulation S-X and Regulation S-K under this Agreement the Securities Act for registered offerings of debt securities, and shall not limit or otherwise affect of the rights or remedies available hereunder.‌type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and other documents required to satisfy any customary negative assurance opinion, to consummate a financing, together with customary consents and comfort letters by auditors of the Company.

Access to Information. (a) During the Interim Period, period from the REIT shall, Agreement Date and shall cause each REIT Subsidiary tocontinuing until the earlier of the termination of this Agreement and the Effective Time, (i) give the Purchaser Company shall afford Parent and its authorized Representatives reasonable access during normal business hours, and upon at least 48 hours’ advance notice, hours to all (A) the properties, facilitiespersonnel, personnel and books books, Contracts and records of the REIT Company and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary its Subsidiaries and (iiB) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and all other information with respect to concerning the business, properties and personnel of the REIT Company and each REIT Subsidiary of its Subsidiaries as the Purchaser Parent may reasonably requestrequest and (ii) the Company shall provide to Parent and its Representatives correct and complete copies of the Company’s and each of its Subsidiaries’ (A) internal financial statements, (B) Tax Returns, Tax elections and all other records and work papers relating to Taxes, (C) a schedule of any deferred intercompany gain or loss with respect to transactions to which the Company or any Subsidiary of the Company has been a party, and (D) receipts received for any Taxes paid to foreign Tax authorities in the Company’s possession; provided that all such access shall be coordinated through the REIT or its designated Representativesprovided, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required Company may restrict or otherwise prohibit access to (any documents or to cause any REIT Subsidiary to) afford such access or furnish such information to the extent that (1) any applicable Law requires the REIT believes in good faith that doing so would: Company to restrict or otherwise prohibit access to such documents or information; (i2) result in the loss access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (ii4) violate access would, in light of COVID-19, jeopardize the health and safety of any obligations officer or employee of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is partyCompany; or (iii5) breachsuch documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, contravene or violate any applicable Law (provided on the one hand, and Parent and its Affiliates, on the other hand; provided, further, that the REIT Company shall use commercially reasonable efforts give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company shall reasonably cooperate with Parent to allow for the disclosure of such access information (or disclosure as much of it as possible) in a manner that does would not result in the events set out in violate any of clauses (i1) through (iii5)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌.

Access to Information. (a) During the Interim Period, the REIT The Company shall, and shall cause each REIT the Subsidiary to, (i) give the Purchaser Buyer and its authorized Representatives representatives (including the Buyer's accountants, counsel and employees), upon reasonable access notice and during normal business hours, full access to the properties, contracts, books, records and upon at least 48 hours’ advance noticeaffairs of the Company and the Subsidiary. The Company shall cause its officers and employees, and the officers and employees of the Subsidiary, to furnish to the Buyer all propertiesdocuments, facilities, personnel records and books information (and records of the REIT and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and (iicopies thereof) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect to the business, properties and personnel of the REIT and each REIT Subsidiary as the Purchaser Buyer may reasonably request; provided it being understood that all such access shall be coordinated through (a) the REIT or its designated RepresentativesCompany, in accordance its sole discretion may deny or restrict any access (i) involving possible breaches of applicable confidentiality agreements with third parties, or possible waivers of any applicable attorney-client privileges or (ii) if any Buyer Party is in material breach of this Agreement, (b) such reasonable procedures as they may establish; investigations shall not under any circumstances interfere with the Company's or the Subsidiary's operations, activities or employees, and provided further that the REIT (c) such investigations shall not be of a nature that in the opinion of the Company may violate applicable antitrust or similar laws. If this Agreement is terminated pursuant to Section 9.1, (x) the Buyer Parties shall, and shall cause their representatives to, keep confidential any Confidential Information obtained from any Company Party (except as may be specifically (and only to the extent) required to be disclosed by applicable Law or administrative or legal process or pursuant to any securities exchange rules), it being understood that the Buyer Parties will notify the Company in writing prior to any proposed disclosure of such Confidential Information in order to enable the Company to seek an appropriate protective order; and (or to cause any REIT Subsidiary toy) afford such access or furnish such information the Buyer Parties shall return to the extent that the REIT believes Company Parties all documents (and reproductions thereof) supplied to any Buyer Party by any Company Party. The foregoing covenants relating to confidentiality are in good faith that doing so would: (i) result addition to those included in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌Prior Confidentiality Agreement.

Access to Information. Between the date of this Agreement and the earlier of the Closing or the termination of this Agreement, upon reasonable notice, the Company shall (a) During the Interim Period, the REIT shall, and shall cause each REIT Subsidiary to, (i) give the Purchaser and its authorized Representatives officers, appropriate employees, accountants, and counsel reasonable access access, upon reasonable prior notice during normal business hours, and upon at least 48 hours’ advance notice, to all propertiesbuildings, facilitiesoffices, personnel and books other facilities and records to all Books and Records of the REIT Company, whether located on the premises of the Company or at another location; (b) furnish Purchaser such financial, operating, technical and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating product data and other information with respect to the business, properties business and personnel Assets and Properties of the REIT and each REIT Subsidiary Company as the Purchaser from time to time may reasonably request, including financial statements and schedules; provided that all (c) allow Purchaser the opportunity to interview such access shall be coordinated through customers, suppliers, prime contractors (when the REIT or its designated RepresentativesCompany is a subcontractor on a Contract), in accordance employees and other personnel and Affiliates of the Company with such reasonable procedures as they may establish; and provided further that the REIT Company's prior consent, which consent shall not be required to unreasonably withheld or delayed; and (or to cause any REIT Subsidiary tod) afford such access or furnish such information assist and cooperate with Purchaser in the development of cooperation plans for implementation by Purchaser and the Company following the Closing; provided, however, that no investigation made prior to the extent that date of this Agreement or made pursuant to this Section 6.1 shall affect or be deemed to modify any representation or warranty made by the REIT believes in good faith that doing so would: (i) result in Company herein. Subject to Section 6.3 and the loss agreements referenced therein, materials furnished to Purchaser pursuant to this Section 6.1 will be subject to the provisions of attorney-client privilege; (ii) violate Section 6.3, may be used by Purchaser for strategic and integration planning purposes relating to accomplishing the transactions contemplated hereby and will not be used for any obligations purpose unrelated to the consummation of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌transactions contemplated hereunder.

Access to Information. (a) During From the Interim Perioddate hereof until the Closing Date, the REIT shall, and shall cause each REIT Subsidiary to, Sellers will (i) give the Purchaser and its authorized Representatives reasonable access during normal business hoursgive, and upon at least 48 hours’ advance noticewill cause the Company Entities to give, Buyer, its counsel, financial advisors, auditors and other authorized representatives full access to all the offices, properties, facilitiescontracts, personnel and employees, Permits, books and records of the REIT Company Entities, and each REIT Subsidiary to the books and records of Sellers relating to the Company Entities, (ii) furnish, and will cause the Company Entities to furnish, to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company Entities as such Persons may reasonably request, and (iii) instruct the employees, counsel, and financial advisors of Sellers or the Company Entities to cooperate with Buyer in its investigation of the Company Entities. Any investigation pursuant to this Section shall be conducted in such a manner as not to interfere unreasonably with the operation conduct of the business of the Company Entities. Without limiting the generality of the foregoing, Sellers shall, as promptly as practicable, inform Xxxxx in writing of any business conducted by the REIT change or event which renders any representation or warranty in or any REIT Subsidiary and (ii) permit Schedule to this Agreement inaccurate or incomplete in any material respect, it being understood that no such inspections as disclosure after the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect to the business, properties and personnel date hereof shall in any way limit Sellers’ liability for any breach of the REIT and each REIT Subsidiary as the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT any representation or its designated Representatives, warranty set forth in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii))this Agreement. No investigation under this Section 4.2(a) or otherwise by Xxxxx shall affect be deemed to limit in any manner the representations, warranties, covenants covenants, or agreements of Sellers set forth herein or delivered in connection with the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌transactions contemplated hereby.

Access to Information. (a) During Subject to Section 5.3(b) and applicable Laws, upon reasonable notice to the Interim PeriodCompany, the REIT shallCompany shall afford the officers, employees, and shall cause each REIT Subsidiary toother authorized representatives and advisors (including financial advisors, counsel and accountants) (collectively the “Representatives”) of the Purchaser reasonable access at the Company’s facilities, during normal business hours from the date of this Agreement and until the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article 7, to its respective properties, books, contracts and records (including monthly financial reports and preclinical, clinical and manufacturing reports that are provided to senior management of the Company), as well as to its management personnel; provided, however: (i) give that such access shall be provided on a basis that minimizes the Purchaser and its authorized Representatives reasonable access during normal business hours, and upon at least 48 hours’ advance notice, disruption to all properties, facilities, personnel and books and records the operations of the REIT and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary Company; and (ii) permit the Company and representatives may withhold any such inspections access, information or documents if, acting reasonably, the Company determines that permitting such access or disclosing such information or documents would (x) be inconsistent with any guidelines for the conduct of business prior to the Effective Time as agreed between the Company and the Purchaser, or (y) breach any obligations of confidentiality that the Company have to third parties. Subject to the foregoing right of the Company to withhold access, information or documents during such period, the Company shall furnish promptly to the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other all information with respect to concerning the business, properties and personnel of the REIT and each REIT Subsidiary Company as the Purchaser may reasonably request; provided that all such . Subject to Section 5.3(b) and applicable Laws, the Purchaser shall afford the Representatives of the Company reasonable access shall be coordinated through during normal business hours from the REIT or its designated Representatives, date of this Agreement and until the earlier of the Effective Date and the date on which this Agreement is terminated in accordance with Article 7, to such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations management personnel of the REIT Purchaser or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breachits affiliates as the Company may request, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breachacting reasonably, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under purposes of obtaining input on all matters contemplated by this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌Agreement.

Access to Information. The Company shall (a) During the Interim Period, the REIT shall, and shall cause each REIT Subsidiary of its Subsidiaries to), throughout the period from the date hereof to the Effective Time, afford to officers, employees, counsel, accountants and other authorized representatives of Parent (i) give "Representatives"), in order to evaluate the Purchaser and its authorized Representatives transactions contemplated by this Agreement, reasonable access access, during normal business hours, hours and upon at least 48 hours’ advance noticereasonable prior notice to its properties, to all propertiesoffices, facilities, personnel and contracts, commitments, personnel, books and records (including tax returns and supporting work papers) and, during such period, shall (and shall cause each of the REIT and each REIT Subsidiary in its Subsidiaries to) furnish or make available reasonably promptly to such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and Representatives (iia) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other all information with respect to the concerning its business, properties and personnel of the REIT and each REIT Subsidiary as the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT or its designated Representativesrequested, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information but only to the extent that such access does not unreasonably interfere with the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations business and operations of the REIT Company and its Subsidiaries, and (b) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws. Parent agrees that it will not, and will cause its Representatives not to, use any REIT Subsidiary information obtained pursuant to this Section 6.4 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. The Confidentiality Agreement shall apply with respect to confidentiality information furnished by the Company, its Subsidiaries and the Company's officers, employees, counsel, accountants and other authorized representatives hereunder. Notwithstanding anything to any third party the contrary contained herein, Parent shall not have the right to undertake environmental sampling at the Company's or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such its Subsidiaries' facilities in connection with Parent's access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation rights under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌6.4.

Access to Information. (a) During After the Interim Perioddate hereof until the Effective Time and subject to Applicable Law and the Confidentiality Agreement, the REIT shall, and Company shall cause each REIT Subsidiary to, (i) give the Purchaser Parent, its counsel, financial advisors, auditors and its other authorized Representatives Representatives, upon reasonable notice, reasonable access during normal business hourshours to the officers, and upon at least 48 hours’ advance noticeemployees, to all offices, properties, facilities, personnel and books and records of the REIT Company and each REIT Subsidiary its Subsidiaries (including such meetings to discuss integration and related matters as Parent may reasonably request), (ii) furnish to Parent, its counsel, financial advisors, auditors, accountants and other authorized Representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized Representatives of the Company and its Subsidiaries to cooperate with Parent in the matters described in clauses (i) and (ii) above. Any investigation pursuant to this Section 5.02 shall be conducted in such a manner as not to interfere unreasonably with the operation conduct of the business of the Company and its Subsidiaries and shall be at Parent’s sole cost and expense. Nothing in this Section 5.02 shall require the Company to provide any business conducted by the REIT access, or to disclose any REIT Subsidiary information (i) if providing such access or disclosing such information would violate Applicable Law (including antitrust and privacy laws) or (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect protected by attorney-client privilege to the business, properties extent such privilege cannot be protected by the Company through exercise of its reasonable efforts. Parent and personnel of the REIT and each REIT Subsidiary as the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT Representatives shall not be required permitted to (perform any environmental sampling at any Owned Real Property or Leased Real Property, including sampling of soil, groundwater, surface water, building materials, or air or wastewater emissions. All requests for information made pursuant to cause any REIT Subsidiary to) afford such access or furnish such information this Section 5.02 shall be made to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations General Counsel of the REIT Company or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which other Person designated by the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌Company.

Access to Information. From the date hereof until the earlier of the Closing and the termination of this Agreement in accordance with Section 9.01 and subject to Applicable Law and the Non-Disclosure Agreement dated as of September 18, 2015, as amended on September 30, 2015, between MCK, Blackstone Management Partners L.L.C., Emdeon, Inc. and Xxxxxxx & Xxxxxxxx Advisors LLC (a) During the Interim Period“Confidentiality Agreement”), which shall remain in effect until the REIT Closing or termination of this Agreement, each of MCK and Echo Holdco shall, and shall cause each REIT Subsidiary their respective Subsidiaries to, (i) give to the Purchaser other Parties hereto (and its authorized Representatives their respective Representatives) reasonable access during normal business hoursto the offices, and upon at least 48 hours’ advance notice, to all properties, facilities, personnel and books and records of the REIT and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and applicable Contributed Business; (ii) permit such inspections as furnish to the Purchaser may reasonably require other Parties hereto (and promptly furnish the Purchaser with their respective Representatives) such financial and operating data and other information with respect relating to the businessContributed Business as may be reasonably requested and (iii) instruct the employees, properties counsel and personnel financial advisors of the REIT Contributed Business to reasonably cooperate with the other Parties hereto in their investigation of the Contributed Business, provided, however, that (A) Echo Holdco and each REIT Subsidiary as the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT MCK shall not be required to (or to cause any REIT Subsidiary to) afford permit such access or furnish such information to the extent that such access would reasonably be likely to interfere unreasonably with the REIT believes Contributed Business or otherwise result in good faith any unreasonable interference with the prompt and timely discharge by such employees of their normal duties and (B) Echo Holdco and MCK shall not be required to permit disclosure to the extent that doing so would: such disclosure would reasonably likely to (iI) result in the loss of the protection of Table of Contents any attorney-client privilege, work product doctrine or other legal privilege or (II) violate any Applicable Law; provided that, with respect to clause (B) above, the Party withholding such information shall (i) (if permitted by Applicable Law) provide notice to the other Party that such information is being withheld pursuant to such Applicable Law or privilege if such notice can, in the good faith discretion of the withholding Party, be provided in a manner that would not result in such loss or violation and (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for disclose such access or disclosure documents and information in a manner that does would not result in such loss or violation; and provided, further, that notwithstanding anything to the events set out contrary in clauses this Agreement, in no event shall any Party or any of its respective Affiliates be entitled to any information relating to, or a copy of, any consolidated, combined, affiliated or unitary Tax Return that includes MCK or any of its Affiliates (i) through (iii)other than pro forma information relating only to the Core MTS Business). No investigation under Notwithstanding anything to the contrary contained herein, in the event that there is any pending dispute between Echo Parties, on the one hand, and MCK or its Subsidiaries, on the other hand, no party shall be required to grant access or disclosure pursuant to this Section 4.2(a5.05 in respect of such Dispute and any such access and disclosure in respect of such dispute shall be subject to the applicable discovery rules. For the avoidance of doubt, notwithstanding Sections 5.06 and 5.09, the Parties acknowledge that BX and H&F and their Affiliates may provide non-public information about this Agreement, the Transactions and the Company to their existing and potential limited partners, members and other investors; provided that BX and H&F shall not provide any non-public financial information or competitively or strategically sensitive information about the Company or any of its Subsidiaries to (a) any limited partner that is not subject to customary confidentiality and non-use restrictions with respect to such information (subject to customary exceptions) or otherwise (b) to any other Person in the course of investing or fundraising activities that is not subject to customary confidentiality and non-use restrictions with respect to such information (subject to customary exceptions) and, in any of either (a) or (b), any non-public financial information shall affect the representations, warranties, covenants or agreements be limited to BX’s and H&F’s valuation of the REIT Company and its Subsidiaries without providing underlying forecasted financial data or the conditions trends; provided that BX shall be permitted to disclose underlying forecasted financial data or trends to the obligations two co-investors in Echo Holdco and Echo who have entered into confidentiality agreements which are reasonably acceptable to MCK; provided, further, that in any case BX shall provide prompt written notice of such disclosure to MCK. For the Parties under avoidance of doubt, in the event of any conflict between the Confidentiality Agreement and this Agreement, the terms of this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌control.

Access to Information. (a) During the Interim PeriodExcept as otherwise prohibited by applicable law, the REIT terms of any Contract entered into prior to the date hereof, or any other duty of confidentiality owed to another person, or would be reasonably expected to violate any attorney-client privilege (it being understood that the parties shall each use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation), from the date of this Agreement until the Effective Time, F Co, on the one hand, and C Co on the other hand, shall (and shall cause their respective subsidiaries to): (i) provide to each other and to their respective officers, directors, employees, accountants, consultants, legal counsel, financing sources, agents and other representatives (collectively, “Representatives”) reasonable access, during normal business hours and upon reasonable prior notice, to their respective officers, employees, agents, properties, offices and other facilities, and those of their respective subsidiaries, and to the books and records thereof; and (ii) furnish promptly to each other such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of themselves as they or their respective Representatives may reasonably request. Notwithstanding the foregoing, C Co and F Co each may impose reasonable restrictions and limitations on access to such officers, employees, agents, properties, offices, facilities, books and records and information, and each shall, and shall cause each REIT Subsidiary their respective Representatives to, (i) give the Purchaser and its authorized Representatives use their best reasonable access during normal business hours, and upon at least 48 hours’ advance notice, efforts to all properties, facilities, personnel and books and records of the REIT and each REIT Subsidiary conduct any such investigation or consultation in such a manner as not to interfere unreasonably with their respective business or operations (or those of their subsidiaries) or otherwise result in any unreasonable interference with the operation prompt and timely discharge by their respective employees of any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect to the business, properties and personnel of the REIT and each REIT Subsidiary as the Purchaser may reasonably request; provided that all such access their normal duties. No party hereto shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (provide access to or to cause any REIT Subsidiary to) afford disclose information where such access or furnish such information to the extent disclosure would jeopardize that the REIT believes in good faith that doing so would: (i) result in the loss of party’s attorney-client privilege; (ii) violate , or could reasonably be deemed to contravene any obligations law, any Contract entered into prior to the date of the REIT this Agreement, or any REIT Subsidiary with respect other duty of confidentiality owed to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or another person (iii) breach, contravene or violate any applicable Law (provided it being agreed that the REIT parties shall use commercially their reasonable best efforts to allow for cause such access or disclosure information to be provided in a manner that does not result in the events set out in clauses (i) through (iiicause such violation or jeopardization)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌.

Access to Information. Subject to confidentiality obligations (awhether contractual, imposed by applicable Law or otherwise) During that may be applicable to information furnished to Embraer or any of its Subsidiaries (in each case, solely with respect to the Interim PeriodUAM Business) by third parties that may be in Embraer’s or any of its Subsidiaries’ possession from time to time, and except for any information that is subject to attorney- client privilege (provided that, in each of the foregoing cases, to the extent possible, the REIT parties shall cooperate in good faith to permit disclosure of such information in a manner that preserves such privilege or compliance with such confidentiality obligation), and to the extent permitted by applicable Law, Embraer shall, and shall cause each REIT Subsidiary its Subsidiaries to, (i) give the Purchaser afford to Zanite and its authorized Representatives reasonable access during the Interim Period (including for the purpose of coordinating transition planning for employees), during normal business hourshours and with reasonable advance written notice, in such manner as to not materially interfere with the ordinary course of business of Embraer and its Subsidiaries, to, and upon at least 48 hours’ advance noticeshall furnish Zanite or such Representatives with, to all properties, facilities, personnel and books and records of the REIT and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data data, properties, books, Contracts, commitments, Tax Returns, records, appropriate officers and employees (subject to the last sentence of this Section 5.2) of Embraer and its Subsidiaries and other information with respect information, in each case, solely to the businessextent concerning the UAM Business, properties and personnel of the REIT and each REIT Subsidiary Transferred Assets, the Company or the Brazilian Subsidiary, as the Purchaser Zanite or such Representatives may reasonably request; provided provided, however, that all such access shall be coordinated through not include (a) any unreasonably invasive or intrusive investigations or other testing, sampling or analysis of any properties, facilities or equipment of Embraer or any of its Subsidiaries without the REIT prior written consent of Embraer, (b) any information that is reasonably pertinent to any litigation if Zanite or any of its designated RepresentativesAffiliates, on the one hand, and Embraer or any of its Affiliates, on the other hand, are adverse parties in such litigation (unless otherwise required by applicable Law), (c) any information that, in accordance with Embraer’s reasonable determination, is competitively sensitive (provided that in such reasonable procedures as they may establish; and provided further that case such reasonably requested information shall be made available pursuant to mutually agreed “clean team” procedures, to the REIT shall not be required to extent permissible under applicable Law), or (or to cause d) any REIT Subsidiary to) afford such access or furnish such information to the extent that unrelated to the REIT believes in good faith that doing UAM Business, the Company or the Brazilian Subsidiary. In exercising its rights hereunder, Zanite shall conduct itself so would: (i) result as not to unreasonably interfere in the loss of attorney-client privilege; (ii) violate any obligations conduct of the REIT UAM Business. Zanite acknowledges and agrees that any contact or any REIT Subsidiary communication by it and its Representatives with officers, employees or agents of the UAM Business hereunder shall be arranged and supervised by Representatives of Embraer granting access, unless Embraer otherwise expressly consents in writing with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌specific contact.

Access to Information. (abm) During From the Interim Perioddate hereof to the Closing, subject to the REIT shallConfidentiality Agreement and any applicable Law, and Sellers shall cause each REIT Subsidiary to, (i) give the permit Purchaser and its authorized Representatives to have reasonable access access, during normal regular business hours, hours and upon at least 48 hours’ reasonable advance notice, to all the properties, facilitiespremises, personnel facilities and books and records of the REIT Sellers, the Companies and each REIT Subsidiary in such a manner as not their Subsidiaries and to interfere unreasonably with those officers, directors, employees, agents, accountants and counsel of the operation Sellers, the Companies and their Subsidiaries who have any knowledge relating to the Companies, any of any business conducted by their Subsidiaries or the REIT or any REIT Subsidiary Business and (ii) permit furnish to Purchaser and its Representatives such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such additional financial and operating data and other information with respect regarding the Companies, their Subsidiaries and the Business (or copies thereof) as Purchaser may from time to time reasonably request, in any case, to the business, properties extent related to the transactions contemplated by this Agreement and personnel the Ancillary Agreements and solely in furtherance of the REIT transactions contemplated hereby and each REIT Subsidiary as the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT or its designated Representativesthereby, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information but only to the extent that such access or furnishing of information does not unreasonably interfere with the REIT believes in good faith businesses of Sellers or the Companies and, such information does not relate to the Excluded Assets or Excluded Liabilities; provided that doing so would: the foregoing shall be conducted at Purchaser’s expense and shall not require (i1) Sellers or any of their Affiliates to (w) permit any inspection, or to disclose any information, that would result in the loss disclosure of attorney-client privilege; (ii) violate any obligations competitively sensitive information of the REIT Sellers or of any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌their Affiliates,

Access to Information. (a) During At the Interim Periodrequest of Purchaser, the REIT Shareholders shall, from time to time, give or cause to be given to Purchaser, its officers, employees, counsel, accountants and shall cause each REIT Subsidiary toother representatives, (i) give upon reasonable notice to the Purchaser and its authorized Representatives reasonable Shareholders, full access during normal business hours, without undue disruption to the Company's Business, the properties and upon at least 48 hours’ advance notice, to assets and all properties, facilities, personnel and books and records of the REIT books, minute books, title papers, records, files, Contracts, insurance policies, environmental records and each REIT Subsidiary in such a manner as not reports, licenses and documents of every character of the Company and RFC relating to interfere unreasonably with the operation of any business conducted by Business, and the REIT Shareholders shall furnish or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data cause to be furnished to Purchaser, its officers, employees, counsel, accountants and other representatives all of the information with respect to the business, Company and RFC and/or the Company and RFC's properties and personnel or assets as any of the REIT and each REIT Subsidiary as the Purchaser them may reasonably request. Purchaser, its officers, employees, counsel, accountants and other representatives shall have the authority to interview, as reasonably necessary and without undue disruption to the Company's Business, all employees, customers, vendors, suppliers and other parties having relationships with the Company and/or RFC, and Shareholders shall make such introductions as may be requested; provided provided, however, that all such access to customers shall, if at all, be done in a commercially reasonably manner consistent with the best interests of the Company and shall be coordinated through subject to the REIT or its designated Representativesprior consent of the Company, in accordance with such reasonable procedures as they may establish; and provided further that the REIT which consent shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information unreasonably withheld. In addition, Purchaser may, subject to the extent that conditions stated above, at its sole cost and expense, at any time prior to the REIT believes in good faith that doing so would: (i) result in the loss Date of attorney-client privilege; (ii) violate any obligations Closing, through its officers, employees, counsel, accountants and other representatives, conduct such investigations and examinations of the REIT Company and RFC's properties and assets as it deems necessary or any REIT Subsidiary with respect advisable, and the Shareholders will provide reasonable cooperation to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure Persons in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌such investigations.

Access to Information. (a1) During the Interim PeriodSubject to applicable Laws, the REIT shall, Aliant and BCE shall each (and shall each cause each REIT Subsidiary toits respective subsidiaries, (i) give the Purchaser other than Aliant and its subsidiaries in the case of BCE, to) afford the other party and its directors, officers, employees, counsel, accountants, financial advisors and other authorized Representatives reasonable access representatives and advisors (“Representatives”) access, during normal business hourshours from and after the date hereof until the earlier of the Effective Date or the termination of this Agreement, to, in the case of Aliant, its properties, books, contracts and records as well as to its management personnel, and upon at least 48 hours’ advance noticein the case of BCE, to all the properties, facilitiesbooks, personnel and books contracts and records of the REIT Rural Wireline Operations and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information management personnel knowledgeable with respect to the Rural Wireline Operations, provided in each case that such access does not materially interfere with the day to day conduct of business and, during such period, Aliant and BCE shall each (and shall cause such subsidiaries, respectively, to) furnish promptly to the other party all information concerning, in the case of Aliant, its business, properties and personnel, and in the case of BCE, the business, properties and personnel of the REIT and each REIT Subsidiary Rural Wireline Operations, as the Purchaser other party may reasonably request; provided that all such access . BCE shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall also use commercially reasonable efforts to allow for provide Aliant and its Representatives with access, during normal business hours from and after the date hereof until the earlier of the Effective Date or the termination of this Agreement, to the properties, books, contracts and records, as well as to the management personnel, of BNG, BNQ, NTLP and TLP, provided in each case that such access or disclosure in a manner that does not materially interfere with the day to day conduct of business. The parties confirm that they do not intend to waive any applicable solicitor-client privilege as a result in of permitting the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions foregoing access to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌information.

Access to Information. (a) During From the Interim Perioddate of this Agreement to the Effective Time, the REIT shallCompany will, and shall will cause each REIT Subsidiary of its Subsidiaries to, (i) give the Purchaser Parent and its authorized Representatives reasonable access during normal business hours, and upon at least 48 hours’ advance notice, to all propertiespersonnel, facilitiesbooks, personnel records, offices and books other facilities and records properties of the REIT Company and each REIT Subsidiary its Subsidiaries, (ii) permit Parent to make such inspections thereof as Parent may reasonably request and (iii) cause its officers to furnish Parent with such financial and operating data and other information with respect to the business and properties of the Company and its Subsidiaries as Parent may from time to time reasonably request; provided, however, that any such access shall be conducted at a reasonable time and in such a manner as not to interfere unreasonably with the operation of any the business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect to the business, properties and personnel of the REIT Company and each REIT Subsidiary as its Subsidiaries; provided, further, that Parent and its authorized Representatives shall not contact or hold discussions with customers, suppliers or non-management employees of the Purchaser may reasonably request; provided that all Company and/or its Subsidiaries without the prior written consent of the Company. All such information and access shall be coordinated through subject to the REIT terms and conditions of the non disclosure agreement dated June 21, 2002 between Parent and the Company (the “Confidentiality Agreement”). Notwithstanding anything to the contrary in this Agreement, none of the APAR Holders, the Company or any of its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT Subsidiaries shall not be required to (disclose any information if doing so could violate any agreement or Federal, state, local or foreign law, rule or regulation to which any of them is a party or to cause which any REIT Subsidiary to) afford such access or furnish such information to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary them is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌subject.

Access to Information. (a) During From and after the Interim Perioddate of this --------------------- Agreement, the REIT shall, and Company shall cause each REIT Subsidiary to, (i) give the Purchaser and its authorized Representatives accountants, investment bankers, counsel and other representatives reasonable access (during normal regular business hourshours upon reasonable notice and after consultation) to its officers, key employees, offices and other facilities, and upon at least 48 hours’ advance notice, to all propertiesbooks, facilitiescontracts, personnel and books commitments and records (including Tax returns) of the REIT Company and each REIT Subsidiary in its Subsidiaries and cause the Company's and its Subsidiaries' independent public accountants to provide access to their work papers and such a manner other information as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and Purchaser may reasonably request, (ii) permit Purchaser to make such inspections as the Purchaser they may reasonably require require, (iii) cause its executive officers and promptly those of its Subsidiaries to furnish the Purchaser with such financial and operating data and other information with respect to the business, properties and personnel of the REIT Company and each REIT Subsidiary its Subsidiaries as the Purchaser may from time to time reasonably request; provided that all request and (iv) furnish promptly to Purchaser a copy of each report, schedule and other document filed or received by the Company during such access shall be coordinated through period pursuant to the REIT requirements of the U.S. federal or its designated Representativesstate securities laws, in accordance with such reasonable procedures as they may establish; and provided further provided, that the REIT foregoing shall not be required require the Company to (permit any inspection, or to cause disclose any REIT Subsidiary to) afford such access or furnish such information to information, which in the extent that reasonable judgment of the REIT believes in good faith that doing so would: (i) Company would result in the loss disclosure of attorney-client privilege; (ii) any trade secrets of third parties or violate any obligations obligation of the REIT or any REIT Subsidiary Company with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which if the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT Company shall use commercially have used reasonable efforts to allow obtain the consent of such third party to such inspection or disclosure. All requests for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under information made pursuant to this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements be directed to an executive officer of the REIT Company or such person as may be designated by any such officer. If the conditions transactions contemplated by this Agreement are not consummated, then upon termination of this Agreement, Purchaser shall as promptly as practicable collect and deliver to the obligations Company all documents obtained by it or any of the Parties under this Agreement its representatives then in their possession and shall not limit or otherwise affect the rights or remedies available hereunder.‌any copies thereof.

Access to Information. (a) During the Interim PeriodUpon reasonable notice, and except as may otherwise be required by applicable Laws, the REIT Seller shall, and shall cause each REIT Subsidiary the Company to, (i) give afford the Purchaser Buyer’s officers, employees, counsel, accountants and its other authorized Representatives representatives reasonable access access, during normal business hourshours throughout the period prior to the Closing, to the Company’s properties, books, contracts and records and, during such period, the Seller shall, and upon at least 48 hours’ advance noticeshall cause the Company to, furnish promptly to the Buyer all information concerning the Company’s business, properties, facilities, results of operations and personnel as may reasonably be requested. Such access to information will be provided and conducted under the supervision of the Seller’s personnel and books and records of the REIT and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation normal operations of any business conducted the Company. All requests by the REIT Buyer for access pursuant to this Section 5.3 must be submitted or any REIT Subsidiary and (ii) permit directed exclusively to Cxxxx Xxxxxxx, or such inspections other individuals as the Purchaser Company may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect designate in writing from time to time. Notwithstanding anything to the businesscontrary in this Agreement, properties and personnel of neither the REIT and each REIT Subsidiary as Seller nor the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not Company will be required to (or to cause disclose any REIT Subsidiary to) afford such access or furnish such information to the extent that the REIT believes in good faith that doing so Buyer if such disclosure would: (i) would reasonably be likely to result in a Material Adverse Effect due to the loss of attorney-client privilege; competitive harm caused to the Company and its business, if the transactions contemplated by this Agreement are not consummated, (ii) violate contravene any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; applicable Law or (iii) breach, contravene jeopardize any attorney-client or violate any applicable Law (other privilege based upon the advice of the Seller’s counsel; provided that the REIT Seller shall use commercially its reasonable efforts commercial efforts, if so permitted by applicable Law, to allow for promptly communicate to the other party the substance of any such communication, whether by redacting parts of such material communication or otherwise, so that such communication would not cause such competitive harm to the Seller or its Affiliates, violate applicable Law or cause the loss of the attorney-client privilege with respect thereto. Prior to the Closing, without the prior consent of the Seller (not to be unreasonably withheld, conditioned or delayed), the Buyer shall not contact any suppliers to, or customers of, the Company. The Buyer shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under to information provided pursuant to this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌5.3.

Access to Information. (a) During Except in the Interim Periodcase of an adversarial Action by or against any Digimarc Entity or Entities, on the REIT shallone hand, and any DMRC Entity or Entities, on the other hand (which shall be governed by such discovery rules as may be applicable thereto), and subject to Section 4.02, each of Digimarc and DMRC, on behalf of the Digimarc Entities and the DMRC Entities, respectively, agrees to provide, or cause to be provided, to each REIT Subsidiary toother as soon as reasonably practicable after written request therefor, subject to applicable Laws relating to the exchange of information, and only in such manner that does not cause unreasonable disruption of the business of such Person, any Information existing as of the Acceptance Time and in the possession or under the control of such Person that the requesting party reasonably needs (i) give to comply with reporting, disclosure, filing or other requirements imposed on the Purchaser and its authorized Representatives reasonable access during normal business hoursrequesting party (including under applicable securities Laws) by a Governmental Authority having jurisdiction over the requesting party, and upon at least 48 hours’ advance notice, to all properties, facilities, personnel and books and records of the REIT and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or other similar requirements or (iii) to comply with such financial and operating data and other information with respect to the businessits obligations, properties and personnel or confirm compliance of the REIT and each REIT Subsidiary as other Party’s obligations, under this Agreement or any other Transaction Agreement; provided, however, that (A) the Purchaser may reasonably request; provided requesting Person shall agree in writing to keep any Information that all such access shall be coordinated through includes proprietary, confidential or privileged Information of the REIT or its designated Representativesproviding Person confidential, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information except to the extent that such records or documents are required to be disclosed by applicable Law or legal process, (B) each Party agrees to notify the REIT believes in good faith providing Person of any Action whereby such requesting Person might be required to disclose proprietary, confidential or privileged Information, so that doing so would: the providing Person may seek a protective order, (iC) result in the loss event that any Party determines that any such provision of Information could be commercially detrimental, violate any applicable Law or provision of any material Contract, or waive any attorney-client privilege; (ii) violate any , the Parties shall take all reasonable measures to permit the compliance with such obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in avoids any such harm or consequence and (D) if Information other than that pertaining to the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT Digital Watermarking Business or the conditions Secure ID Business is contained in such records, Digimarc and DMRC shall either agree that such Information may be omitted or redacted by the providing Person, or shall enter into appropriate secrecy commitments to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌protect such Information.

Access to Information. The Company shall afford Parent and its Advisers reasonable access (at reasonable times and upon reasonable notice) during the period from the date hereof and prior to the Closing to (a) During all of the Interim Periodproperties, Books and Records and Contracts of the REIT shallCompany and the Subsidiaries, including all Company IP and shall cause each REIT Subsidiary toCompany Technology, (ib) give the Purchaser and its authorized Representatives reasonable access during normal business hours, and upon at least 48 hours’ advance notice, to all properties, facilities, personnel and books and records of the REIT and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect to concerning the business, properties and personnel (subject to restrictions imposed by applicable Legal Requirement) of the REIT Company and each REIT Subsidiary the Subsidiaries as the Purchaser Parent may reasonably request; provided that , and (c) all such access shall be coordinated through Employees of the REIT or its designated Representatives, in accordance with such reasonable procedures Company and the Subsidiaries as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information identified by Parent to the extent that such access would not be in violation of the REIT believes applicable Legal Requirements of any Governmental Entity, except, in good faith that doing so would: each case, for (i) result in the loss of privileged attorney-client privilege; communications or attorney work product, (ii) violate information or materials required to be kept confidential by applicable Legal Requirements or any obligations Contract of the REIT Company or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or and (iii) breachinformation or materials that relate to the proposed sale of the business or the negotiation, contravene execution and delivery of this Agreement or violate any applicable Law the Related Agreements. The Company agrees to provide to Parent and its accountants, counsel and other Advisers copies of internal financial statements (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (iincluding Tax Returns and supporting documentation) through (iii))promptly upon request. No information or knowledge obtained in any investigation under pursuant to this Section 4.2(a) 5.4 or otherwise shall affect or be deemed to modify, amend or supplement any representation or warranty set forth herein or in the representationsDisclosure Schedule, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement parties to consummate the Merger in accordance with the terms and shall not limit provisions hereof, restrict, impair or otherwise affect the rights any Indemnified Parties’ right to indemnification hereunder or remedies available hereunder.‌otherwise prevent or cure any misrepresentations, breach of warranty or breach of covenant.

Access to Information. To the maximum extent permitted by applicable Law and subject to the Confidentiality Agreement dated as of March 20, 2012 between Parent and the Company (a) During the Interim Period“Confidentiality Agreement”), the REIT shallCompany shall afford to Parent and to the officers, employees, accountants, counsel, financial advisors and shall cause each REIT Subsidiary toother representatives of Parent, (i) give the Purchaser and its authorized Representatives reasonable access during normal business hours, and upon at least 48 hours’ advance notice, hours during the period prior to all the Effective Time to the Company’s properties, facilitiesbooks, contracts, commitments, personnel and books and records of and, during such period, the REIT and each REIT Subsidiary in such a manner as not Company shall furnish promptly to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and Parent all other information with respect to concerning the Company’s business, properties and personnel of the REIT and each REIT Subsidiary as the Purchaser Parent may reasonably request; , provided that all such access no investigation pursuant to this Section 5.3 shall be coordinated through the REIT affect or modify any representation or warranty or any liability with respect thereto. Parent shall hold, and shall cause its designated Representativesofficers, employees, accountants, counsel, financial advisors and other representatives and Affiliates to hold, any nonpublic information in accordance with such reasonable procedures as they may establish; and provided further that the REIT terms of the Confidentiality Agreement. Notwithstanding the foregoing provisions of this Section 5.3, (a) the Company shall not be required to (or to cause take any REIT Subsidiary to) afford such access or furnish such information to action that would, in the extent that the REIT believes in good faith that doing so would: (i) result in judgment of the loss Company, constitute a waiver of the attorney-client privilege; (ii) violate any obligations of or similar privilege held by the REIT Company or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene of its Subsidiaries or violate any then effective Contract confidentiality obligations owing to which the REIT or any REIT Subsidiary is partythird parties; or (iii) breachprovided, contravene or violate any applicable Law (provided however, that the REIT Company shall use commercially reasonable efforts make a good faith effort to allow accommodate any request from Parent for such access or disclosure information pursuant to this Section in a manner that does not result in the events set out in clauses such a waiver or violation, (ib) through (iii)). No investigation under this Section 4.2(a) or otherwise Parent shall affect the representations, warranties, covenants or agreements not have access to personnel records of the REIT Company relating to individual performance or evaluation records, medical histories or other information if such disclosure by the conditions Company would violate any applicable federal, state or local law and (c) any access to the obligations of Company’s properties shall be subject to the Parties under this Agreement Company’s reasonable security measures and insurance requirements and shall not limit include the right to perform any “invasive” testing. In addition, Parent shall not contact any personnel or otherwise affect customers of the rights or remedies available hereunder.‌Company regarding the transactions contemplated by this Agreement without the express prior written consent of the Chief Executive Officer of the Company. All information provided pursuant to this Agreement shall remain subject in all respects to the Confidentiality Agreement.

Access to Information. Seller agrees that, prior to the Closing Date, Purchaser shall be entitled, through its officers, employees and representatives (a) During the Interim Periodincluding its legal and financial advisors, the REIT shallits lenders and their advisors, and shall cause each REIT Subsidiary to, (i) give the Purchaser and its authorized Representatives reasonable access during normal business hours, and upon at least 48 hours’ advance noticeaccountants), to all make such investigation of the properties, facilities, personnel businesses and operations of the Business and such examination of the books and records of the REIT Business, the Purchased Assets and each REIT Subsidiary in the Assumed Liabilities as it reasonably requests. Any such a manner as not investigation and examination shall be conducted during regular business hours upon reasonable advance notice and under reasonable circumstances and shall be subject to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and (i) restrictions under applicable Law, (ii) permit such inspections as compliance with the Network Security Agreement and (iii) any contractual restrictions applicable to Seller and its Subsidiaries, including Seller’s obligations under the Shared Contracts. Seller shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Seller and its Subsidiaries to cooperate with Purchaser may reasonably require and promptly furnish the Purchaser Purchaser’s representatives in connection with such financial investigation and operating data examination, and other information Purchaser and its representatives shall cooperate with respect Seller and its representatives and shall use their reasonable efforts to minimize any disruption to the businessBusiness. Notwithstanding anything herein to the contrary, properties and personnel of the REIT and each REIT Subsidiary as the Purchaser may reasonably request; provided that all no such access investigation or examination shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information permitted to the extent that the REIT believes in good faith that doing so would: (i) result in the loss it would require Seller or any of its Subsidiaries to disclose information subject to attorney-client privilege; (ii) violate privilege or conflict with any confidentiality obligations to which Seller or any of its Subsidiaries is bound. Notwithstanding anything to the contrary contained herein, prior to the Closing, all Purchaser contact with suppliers and customers of the REIT or any REIT Subsidiary Business shall be in accordance with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌Management Agreement.

Access to Information. (a) During From the Interim Perioddate hereof until the Effective Time, subject to Applicable Law, the REIT shall, and Company shall cause each REIT Subsidiary to, (i) give the Purchaser Parent and its authorized Representatives Representatives, upon reasonable notice, reasonable access during normal business hourshours to the offices, and upon at least 48 hours’ advance noticepersonnel, to all properties, facilities, personnel and books and records of the REIT Company and each REIT Subsidiary its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this ‎Section 6.03 shall be conducted in such a manner as not to interfere unreasonably with the operation conduct of the business of the Company and its Subsidiaries. Nothing in this ‎‎Section 6.03 shall require the Company to provide any business conducted access, or to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws and privacy laws) or binding agreement entered into prior to the date of this Agreement or (B) protected by attorney-client privilege to the extent such privilege cannot be protected by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect to the business, properties and personnel Company through exercise of the REIT and each REIT Subsidiary as the Purchaser may reasonably requestits reasonable efforts; provided that all the Company shall give notice to Parent of the fact that it is withholding such access information or documents and thereafter the Company shall be coordinated through reasonably cooperate with Parent to allow the REIT or its designated Representatives, in accordance with disclosure of such reasonable procedures as they may establish; and provided further that the REIT shall not be required to information (or to cause any REIT Subsidiary toas much of it as possible) afford such access or furnish such information to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does would not result in the events set out in clauses (iviolate clause ‎(A) through (iii)or ‎(B). No investigation under this Section 4.2(a) Notwithstanding anything to the contrary, neither Parent nor its Representatives shall be provided access to any offices or otherwise shall affect the representations, warranties, covenants or agreements properties of the REIT Company or the conditions its Subsidiaries to the obligations conduct any Phase II environmental audits or other invasive or intrusive sampling of the Parties under this Agreement and shall not limit any building materials, indoor or otherwise affect the rights outdoor air, water, soil, sediments or remedies available hereunder.‌other environmental media.

Access to Information. (a) During Subject to the Interim PeriodTerms of the Confidentiality Agreement, from the REIT date hereof until the Closing, Seller shall, and shall cause each REIT Subsidiary the Company to, (i) give the Purchaser afford Buyers and its authorized Representatives their Representatives, upon reasonable access during normal business hours, and upon at least 48 hours’ advance notice, reasonable access to and the right to inspect all of the Real Property, properties, facilitiesassets, personnel and premises, books and records records, Contracts, purchase orders, and other documents and data related to the Company; (ii) furnish Buyers and their Representatives with such financial, operating and other data and information related to the Company as Buyers or any of their Representatives may reasonably request; (iii) hold two (2) meetings a month with Buyers and their Representatives to update Buyers on the Company’s business and operations; and (iv) instruct the Representatives of Seller and the Company to cooperate with Buyers in its investigation of the REIT and each REIT Subsidiary Company. Any investigation pursuant to this Section 5.02 shall be conducted in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect to the business, properties and personnel conduct of the REIT business of Seller or the Company. Notwithstanding the foregoing, the Seller and each REIT Subsidiary as the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT Company shall not be required have any obligation to (or to cause provide Buyers with any REIT Subsidiary to) afford such access or furnish information which after being advised as such information to by legal counsel, the extent that the REIT believes Seller concludes in good faith that doing so would: cannot be disclosed without (ix) result in violating applicable Law or other obligations of confidentiality, (y) contravening any Contract to which the loss of Company is a party, or (z) violating the attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breachprovided however, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT Seller shall notify the Buyers that such information cannot be disclosed and the reasons therefor and shall use commercially reasonable commercial efforts to allow for pursue a legally permissible method of providing such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii))disclosure. No investigation under this Section 4.2(a) by Buyers or otherwise other information received by Buyers shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit operate as a waiver or otherwise affect the rights any representation, warranty or remedies available hereunder.‌agreement given or made by Seller in this Agreement.

Access to Information. (a) During Subject to the Interim PeriodConfidentiality Agreement and applicable Law relating to the sharing of information, prior to the REIT shallClosing Date, upon reasonable notice to the Company, Buyer shall be entitled, through its officers, employees and shall cause each REIT Subsidiary to, (i) give the Purchaser and its authorized Representatives reasonable access during normal business hours, and upon at least 48 hours’ advance noticerepresentatives, to all make such investigation of the properties, facilities, personnel businesses and operations of the Company and such examination of the books and records of the REIT Company as it reasonably requests (provided that Buyer and each REIT Subsidiary its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the operation business or operations of the Company) and, at Buyer’s cost and expense, to make extracts and copies of such books and records. Any such investigation and examination shall be conducted during regular business hours upon reasonable advance notice and under reasonable circumstances and shall be subject to restrictions under applicable Law. Buyer and its representatives shall cooperate with the Company and its representatives and shall use reasonable best efforts to minimize any disruption to the business conducted in connection with such investigation and examination. Notwithstanding anything herein to the contrary, no such investigation or examination shall be permitted if such investigation or examination would jeopardize any attorney-client privilege or other privilege or contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of a representative of the Company (who shall be identified in writing to Buyer as the representative contemplated by this Section 8.1), (i) Buyer shall not contact any suppliers to, or customers or employees of, the REIT or any REIT Subsidiary Company with respect to the transactions contemplated hereby, and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect Buyer shall have no right to the business, properties and personnel perform invasive or subsurface investigations of the REIT properties or facilities of the Company. Buyer shall and each REIT Subsidiary as shall cause Buyer’s Affiliates and representatives to keep confidential any non-public information received from the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT Company, its Affiliates or its designated Representativesrepresentatives, directly or indirectly, pursuant to this Section 8.1 in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌Confidentiality Agreement.

Access to Information. (a) During the Interim Period, the REIT shall, Company shall (and shall cause each REIT Subsidiary of its Subsidiaries to) afford to the Buyer’s officers, (i) give the Purchaser employees, accountants, counsel and its authorized Representatives other representatives, reasonable access access, upon reasonable notice, during normal business hours, and upon at least 48 hours’ advance notice, to all of its properties, facilitiesbooks, contracts, commitments, personnel and books and records (including Tax Returns and, to the extent permitted by the Company’s independent auditors, following the use by the Company of commercially reasonable efforts to cause such permission to be granted, workpapers of the REIT Company’s independent auditors), officers, employees, accountants, counsel, financial advisors and other Representatives as the Buyer shall reasonably request, and, during such period, the Company shall (and shall cause each REIT Subsidiary in of its Subsidiaries to) furnish promptly to the Buyer (a) a copy of each report, schedule, registration statement and other document filed or received by it during such a manner as not period pursuant to interfere unreasonably with the operation requirements of any business conducted by the REIT federal or any REIT Subsidiary state securities Laws and (iib) permit such inspections all other information concerning its business, properties, assets and personnel as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect to the business, properties and personnel of the REIT and each REIT Subsidiary as the Purchaser Buyer may reasonably request; provided that all . The Buyer will hold any such access shall be coordinated through the REIT or its designated Representatives, information which is nonpublic in confidence in accordance with such reasonable procedures as they may establish; the Confidentiality Agreement. Notwithstanding the foregoing and provided further that notwithstanding any other provision of this Agreement to the REIT contrary, the Company shall not be required to (permit any inspection or other access, or to cause disclose any REIT Subsidiary to) afford such access information or furnish such information to documents, that in the extent that the REIT believes in good faith that doing so judgment of the Company would: (i) result in the loss disclosure of attorney-client privilegeany trade secrets of third parties; (ii) violate any obligations obligation of the REIT or any REIT Subsidiary Company with respect to confidentiality to (including any documents and information described in the Company Disclosure Schedule whose disclosure is prohibited by the terms of a confidentiality agreement with a third party in effect on the date of this Agreement); (iii) jeopardize protections afforded the Company under the attorney-client privilege or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is partyattorney work product doctrine; or (iiiiv) breach, contravene or violate any applicable Law (provided that legal requirement. All information obtained by the REIT shall use commercially reasonable efforts Buyer and its representatives pursuant to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise 6.4 shall affect the representations, warranties, covenants or agreements be treated as “Evaluation Material” for purposes of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌Confidentiality Agreement.

Access to Information. (a) During the Interim Pre-Closing Period, the REIT shallSeller and each Company shall afford to the Buyer’s directors, managers, officers, employees, accountants, counsel and shall cause each REIT Subsidiary toother representatives, (i) give the Purchaser and its authorized Representatives reasonable access access, upon reasonable notice, during normal business hours, and upon at least 48 hours’ advance notice, to all properties, facilities, personnel and books and records of the REIT and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect to the business, properties and personnel of the REIT and each REIT Subsidiary as the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT or its designated Representatives, in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in unreasonably disrupt or interfere with either Company’s business operations, to all of the events set out in clauses Seller’s and each Company’s properties and facilities, books, Contracts, management personnel and records as the Buyer shall reasonably request, and, during such period, the Companies shall furnish promptly to the Buyer such information (imaintained by the Seller or the Companies during the ordinary course of business or otherwise readily available or accessible without undue burden, cost or expense) through (iii))concerning the business, operations, properties, assets and personnel of the Companies as the Buyer may reasonably request. No investigation under Any access or information provided pursuant to this Section 4.2(a) 6.2 shall not limit or otherwise shall affect the representationsremedies available to the Buyer hereunder, warranties, covenants or agreements the representations or warranties of the REIT or the conditions to the obligations of the Parties set forth in this Agreement. Any information provided pursuant to this Section 6.2 shall be subject to the Confidentiality Agreement. Notwithstanding the foregoing, no Person shall be required pursuant to this Section 6.2 to provide access or disclose information where such access or disclosure would result in the loss of any attorney-client privilege or be prohibited under applicable Law or by the terms of any agreement to which the Seller or a Company is a party as of the date of this Agreement Agreement; provided that the Seller and the Companies, as applicable, shall work with the Buyer in good faith to make substitute arrangements for providing such access or information that does not limit result in the loss of such privilege and is not prohibited under such Law or otherwise affect the rights or remedies available hereunder.‌agreement.

Access to Information. Subject to any and all applicable U.S. Government security requirements that may require that only officers, employees and authorized representatives of Buyer having the appropriate security clearance have access to certain information, the Company shall (a) During afford to the Interim Periodofficers, the REIT shallemployees and authorized representatives of Buyer (including independent public accountants, financial advisors and shall cause each REIT Subsidiary to, (iattorneys) give the Purchaser and its authorized Representatives reasonable access during normal business hours, and upon at least 48 hours’ reasonable advance notice, to all the Company’s offices, properties, facilitiessenior level employees and business, personnel tax and books accounting records (including computer files, retrieval programs and records similar documentation) to the extent Buyer shall reasonably deem necessary or desirable and (b) furnish to Buyer or its authorized representatives such additional information concerning the Company as shall be reasonably requested; provided, however, that the Company shall not be required to breach any obligation of confidentiality to unrelated Persons to which the REIT and each REIT Subsidiary Company is subject. Buyer’s investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of Company’s operations, and in discharging Buyer’s obligations pursuant to this Section 5.1 Buyer and its representatives shall not speak to any business conducted by the REIT or any REIT Subsidiary and (ii) permit such inspections as the Purchaser may reasonably require and promptly furnish the Purchaser with such financial and operating data and other information with respect to the business, properties and personnel of the REIT employees, customers, distributors and each REIT Subsidiary as suppliers of the Purchaser may reasonably request; provided that all such access shall be coordinated through the REIT or its designated RepresentativesCompany without Sellers’ Representative’s prior consent, in accordance with such reasonable procedures as they may establish; and provided further that the REIT which shall not be required to (unreasonably withheld, conditioned or to cause delayed. In no event shall Buyer and its representatives have access at any REIT Subsidiary to) afford such access or furnish such information time prior to the extent that the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate Closing to any obligations of the REIT information regarding pending or proposed bids for new contracts or subcontracts or any REIT Subsidiary with respect related information where Buyer or an Affiliate of Buyer also has submitted or intends to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow submit a bid for such access contract or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌subcontract.

Access to Information. (a) During From the Interim Perioddate hereof to the Closing, the REIT shallPrincipal Stockholders shall cause the Company to, and the Company shall and shall cause each REIT Subsidiary the Retained Subsidiaries to, (i) give the Purchaser Buyer and its authorized Representatives and Buyer's sources of financing for the transaction contemplated hereby and their respective Representatives (collectively, "Buyer's Representatives") reasonable access during normal business hoursto all of the personnel, books, records, plants, offices and upon at least 48 hours’ advance noticeother facilities and properties of the Company and the Retained Subsidiaries, and, to all propertiesthe extent related primarily to the Company and the Retained Subsidiaries, facilities, personnel and to the books and records of the REIT Principal Stockholders, during normal business hours and each REIT Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the REIT or any REIT Subsidiary and upon reasonable prior notice, (ii) permit Buyer and Buyer's Representatives to make such inspections thereof as the Purchaser such Persons may reasonably require request, (iii) furnish to Buyer and promptly furnish the Purchaser with Buyer's Representatives such financial and financial, operating data and other information with respect to regarding the businessrespective businesses, agreements, commitments, liabilities, personnel and properties and personnel of the REIT Company and the Retained Subsidiaries as such Person may reasonably request and (iv) instruct the Representatives of the Company and each REIT Retained Subsidiary as to reasonably cooperate with Buyer and Buyer's Representatives in their investigation of the Purchaser may reasonably request; provided that Company and the Retained Subsidiaries. Buyer shall, and shall cause the Buyer Representatives to, hold any all such access shall be coordinated through the REIT or its designated Representatives, information obtained pursuant to this Section 6.3 in accordance with such reasonable procedures as they may establish; and provided further that the REIT shall not be required to (or to cause any REIT Subsidiary to) afford such access or furnish such information confidence to the extent that required by, and in accordance with, the REIT believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations provisions of the REIT or any REIT Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the REIT or any REIT Subsidiary is party; or (iii) breach, contravene or violate any applicable Law (provided that the REIT shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). No investigation under this Section 4.2(a) or otherwise shall affect the representations, warranties, covenants or agreements of the REIT or the conditions to the obligations of the Parties under this Agreement and shall not limit or otherwise affect the rights or remedies available hereunder.‌Confidentiality Agreement.