Common use of Access Clause in Contracts

Access. Upon execution of this Agreement until the Closing Date, subject to the limitations expressly set forth in this Agreement, Seller shall provide Purchaser and its Representatives reasonable access to the Assets operated by Seller or any of its Affiliates and access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the Assets.

Access. Upon execution of this Agreement until the Closing Date(a) AbbVie shall, subject to the limitations expressly set forth in this Agreementand shall cause its Subsidiaries to, Seller shall provide Purchaser allow Abbott and its Subsidiaries and their respective Representatives reasonable access to the Assets operated facilities of AbbVie and its Subsidiaries that is necessary for Abbott and its Subsidiaries to fulfill their obligations under this Agreement. In addition to the foregoing right of access, AbbVie shall, and shall cause its Subsidiaries to, afford Abbott, its Subsidiaries and their respective Representatives, upon reasonable advance notice, reasonable access during normal business hours to the facilities, Information, systems, infrastructure and personnel of AbbVie and its Subsidiaries as reasonably necessary for Abbott to verify the adequacy of internal controls over information technology, reporting of financial data and related processes employed in connection with the Services being provided by Seller AbbVie or its Subsidiaries, including in connection with verifying compliance with Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; provided that (i) such access shall not unreasonably interfere with any of the business or operations of AbbVie or any of its Affiliates and access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, Subsidiaries and (dii) to in the extent event that Seller has authority to grant AbbVie determines that providing such access without breaching could be commercially detrimental, violate any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hoursLaw or agreement, or waive any attorney-client privilege, then ▇▇▇▇▇▇ and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller AbbVie shall use commercially reasonable efforts (but without to permit such access in a manner that avoids any such harm or consequence. Abbott agrees that all of its and its Subsidiaries’ employees shall, and that it shall use commercially reasonable efforts to cause its Representatives’ employees to, when on the obligation to incur any out-of-pocket costs, expensesproperty of AbbVie and its Subsidiaries, or when given access to any facilities, Information, systems, infrastructure or personnel of AbbVie and its Subsidiaries, conform to the obligation policies and procedures of AbbVie and any of its Subsidiaries, as applicable, concerning health, safety, conduct and security which are made known to undertake any liability Abbott from time to time. (b) Abbott shall, and shall cause its Subsidiaries to, allow AbbVie and its Subsidiaries and their respective Representatives reasonable access to the facilities of Abbott and its Subsidiaries that is necessary for AbbVie and its Subsidiaries to fulfill their obligations under this Agreement. In addition to the foregoing right of access, Abbott shall, and shall cause its Subsidiaries to, afford AbbVie, its Subsidiaries and their respective Representatives, upon reasonable advance notice, reasonable access during normal business hours to the facilities, Information, systems, infrastructure, and personnel of Abbott and its Subsidiaries as reasonably necessary for AbbVie to verify the adequacy of internal controls over information technology, reporting of financial data and related processes employed in connection with the Services being provided by Abbott or other obligations to or by Seller) to its Subsidiaries, including in connection with verifying compliance with Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; provided that (i) obtain permission for Purchaser to gain such access from shall not unreasonably interfere with any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (business or otherwise be in breach operations of this agreement) for failure to obtain such operator’s permission, Abbott or any of its Subsidiaries and (ii) obtain in the event that Abbott determines that providing such access could be commercially detrimental, violate any Law or agreement, or waive any attorney-client privilege, then ▇▇▇▇▇▇ and AbbVie shall use commercially reasonable efforts to permit such access in a waiver manner that avoids any such harm or consequence. AbbVie agrees that all of confidentiality obligations owed its and its Subsidiaries’ employees shall, and that it shall use commercially reasonable efforts to cause its Representatives’ employees to, when on the property of Abbott and its Subsidiaries, or when given access to any Third Parties facilities, Information, systems, infrastructure or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser personnel of Abbott and its Representatives whenever they Subsidiaries, conform to the policies and procedures of Abbott and any of its Subsidiaries, as applicable, concerning health, safety, conduct and security which are on site on the Assetsmade known to AbbVie from time to time.

Access. Upon execution Patheon shall provide the Client with reasonable access at mutually agreeable times to its Manufacturing Site in which the Product is manufactured, stored, handled or shipped in order to permit the Client's verification of Patheon's compliance with the Patheon Manufacturing Responsibilities and with all applicable Laws. Patheon agrees to permit the Client to review Patheon’s standard operating procedures for the manufacture of the Product and those associated with the general facilities, equipment, or procedures required for compliance with cGMPs or DEA requirements. For greater certainty, the right of access provided in this Agreement until Section 7.5 shall not include a right to access or inspect Patheon’s financial records. Patheon shall [ * ] obtain the Closing Dateright for the Client to have similar inspection rights with respect to all third party suppliers used by Patheon to provide the Components. If deficiencies are found by the Client during the course of such inspections, subject the parties will promptly meet to discuss and resolve them, and the Client will be entitled to make reasonable follow up inspections to monitor correction of the deficiencies. Patheon shall notify the Client of any inspections by, or communications with, any governmental agency involving the Product. Patheon shall furnish to the limitations expressly set forth in this AgreementClient all material information supplied to, Seller shall provide Purchaser and its Representatives reasonable access to the Assets operated by Seller or any of its Affiliates and access to and the right to copysupplied by, at Purchaser’s sole expense, the Records in Seller’s such regulatory Authority or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only third party supplier to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations such report relates to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expensesProduct, or the obligation ability of Patheon to undertake supply such Product, within three (3) Business Days of their receipt of such information or delivery of such information, as the case may be. Patheon will promptly correct any liability or other obligations to or deficiencies noted by Seller) to (i) obtain permission for Purchaser to gain access from governmental agencies in any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; providedsuch inspections. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, howeverMARKED BY BRACKETS, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permissionHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the AssetsAS AMENDED.

Access. Upon execution Between the date of this Agreement until and the Closing Date, subject to the limitations expressly set forth in this AgreementSeller shall, Seller and shall provide Purchaser cause its Subsidiaries, including each Company and each Company Subsidiary and each of their respective Representatives, to, (i) afford Buyer and its Representatives reasonable access to the Assets operated by Seller or any of its Affiliates and access to and the right to copyaccess, at Purchaser’s sole expenseall reasonable times during normal business hours, the Records in Seller’s or any to each Company and each Company Subsidiary's personnel, premises, properties, Contracts, books and records, and other documents and data, (ii) furnish Buyer and its Representatives with copies of all such Contracts, books and records, and other documents and data as have not previously been furnished to Buyer and as Buyer may reasonably request, (iii) furnish Buyer and its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the AssetsRepresentatives with such additional financial, operating, and other data and information as Buyer may reasonably request, but only to the extent that Seller may do so such data or information exists or can be generated or produced without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultantsdisproportionate expense, and (div) authorize the Companies' independent certified public accountants to permit Buyer and its independent actuaries, auditors, tax consultants and certified public accountants to examine all accounting records and working papers pertaining to the extent that Seller has authority Financial Statements and Statutory Statements. No investigation pursuant to grant such access without breaching this Section 5.3 shall affect or be deemed to modify any restriction binding on representation or warranty made by Seller. Such access by Purchaser shall be limited Any investigation pursuant to Seller’s normal business hours, and Purchaser’s investigation this Section 5.3 shall be conducted in a such manner that reasonably minimizes interference as not to interfere unreasonably with the operation conduct of the business of Seller Seller, the Companies or the Company Subsidiaries. Notwithstanding the foregoing, Buyer shall not have access to personnel records of the Companies and the Company Subsidiaries relating to medical histories or other information the disclosure of which would subject Seller, any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser Company or any Company Subsidiary to liability. The foregoing shall not require Seller or any Company to permit any inspection, or to disclose any information, that in the reasonable judgment of Purchaser’s Representatives Seller would reasonably be expected to result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if Seller or such Company, as the case may be, shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure. All requests for information made pursuant to this Section 5.3 shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser directed to an executive officer of Seller or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, Company or the obligation to undertake any liability or such other obligations to or Persons as may be designated by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the Assets.

Access. Upon execution of this Agreement until During the Pre-Closing Date, Period and subject to applicable Law and Section 5.11(b), Seller shall, and shall cause the limitations expressly set forth Sold Companies to, afford to Buyer and its authorized Representatives, reasonable access during normal business hours and upon prior reasonable written notice to Seller, to the officers, properties, books and records of the Sold Companies as Buyer reasonably requests in connection with its efforts to consummate the transactions contemplated by this Agreement; provided, that such access does not interfere with the normal business operations of Seller or the Sold Companies. In connection with any such access, Buyer and its Representatives shall cooperate with Seller and the Sold Companies and shall use their commercially reasonable efforts to minimize any disruption to the business. Notwithstanding anything to the contrary in this Agreement, Seller and the Sold Companies shall provide Purchaser and its Representatives reasonable access not be required to the Assets operated by disclose any information to Buyer if such disclosure would be reasonably likely to jeopardize any attorney-client privilege or conflict with any confidentiality obligations to which Seller or any of its Affiliates and access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the sameSold Companies is bound; provided, however, that Seller shall have no liability and shall cause the Sold Companies to, take commercially reasonable efforts to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of any such confidentiality obligations owed upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not require any of Seller or the Sold Companies to pay any consideration to any Third Parties third party or establish amend or modify any necessary confidential relationships Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) Buyer and its Representatives shall not contact or communicate with Third Parties reasonably required the employees, customers, suppliers, independent contractors, landlords, lessors, banks and or other business relations of the Sold Companies in connection with, or relating in any way to, the transactions contemplated hereby, without the prior written consent of Seller (such consent not to allow Purchaser to view and access the Recordsbe unreasonably withheld, conditioned or delayed), and (iiiii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee Buyer shall have the no right to accompany Purchaser and its Representatives whenever they are on site on perform invasive or subsurface investigations of the Assetsproperties or facilities of the Sold Companies without the prior written consent of Seller.

Access. Upon execution (a) From and after the Execution Date until Closing or termination of this Agreement until the Closing Date, subject to the limitations expressly set forth in this Agreement, Seller shall, or shall provide cause the Companies to afford to Purchaser (and any of its Representatives officers, employees, agents, accountants, attorneys, investment bankers, landmen, consultants or other designated representatives (collectively, “Purchaser’s Representatives”)), reasonable access to the Assets operated by Seller Companies’ and, to the extent related to the Companies or any of its Affiliates the Company Assets, Seller’s, books and access to and records (including the right to copyCompany Records), at Purchaser’s sole expensein each case, in the Records in Seller’s or any of its Affiliates’ possession or control of the Companies or their Affiliates, and, solely for the purpose of conducting a confirmatory review Purchaser’s due diligence investigation of the Company Assets, but only to the extent that Seller or the Companies, as applicable, may do so without (a) violating applicable Laws, (b) violating any confidentiality or other obligations to any Third Party, (c) third Person or waiving any right to any legal privilege of Seller(provided that Seller shall use commercially reasonable efforts to request and obtain any consents or waivers necessary for Purchaser and Purchaser’s Representatives to gain such access, provided, further, that Seller shall not be obligated to expend any of monies or incur any Damages). Seller shall use its Affiliates or its counselors, attorneys, accountants or consultants, and (d) commercially reasonable efforts to provide Purchaser and/or Purchaser’s Representatives with reasonable access to the extent that Seller has authority to grant such access without breaching any restriction binding on Sellerrepresentatives of Ridgewood for the purposes of Purchaser’s due diligence investigation of the Company Assets. Such All access by Purchaser shall be limited to Seller’s or the Companies’ or Ridgewood’s normal business hours, and Purchaser’s investigation review shall be conducted in a manner that reasonably minimizes interference with Seller’s or its Affiliates’ or Ridgewood’s businesses. (b) Purchaser acknowledges that (i) neither Seller nor the operation of Companies are able to provide physical access to the business of Company Assets and (ii) Seller and any applicable Third Party operatorits Affiliates cannot cause Ridgewood to have discussions with Purchaser or Purchaser’s Representatives. Subject Notwithstanding the foregoing, Seller shall use commercially reasonable efforts to provide Purchaser access to the terms Company Assets, and Purchaser acknowledges that it may be required to enter into indemnity, bonding or other similar agreements with the applicable operator of any Company Assets. All inspections pursuant to this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives Section 6.1 shall (subject to Section 6.2(b)) be conducted at Purchaser’s sole cost, risk and expense expense, and any conclusions made from any examination such investigation done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Purchaser agrees to comply with (and to cause Purchaser’s Representatives to comply with) the rules, regulations and instructions issued by Seller shall use commercially reasonable efforts (but without and its Affiliates, the obligation to incur any out-of-pocket costsCompanies or Ridgewood, expensesas applicable, or regarding the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition actions of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be and Purchaser’s Representatives) in breach of conducting any inspection pursuant to this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the AssetsSection 6.1.

Access. Upon execution (a) Each Seller and Buyer agrees that it shall preserve and keep the books and records held by it, its subsidiaries or its controlled Affiliates relating to the Assets for a period of this Agreement until three (3) years from the Closing Date. Each Seller agrees to take, subject and to the limitations expressly set forth in this Agreement, Seller shall provide Purchaser and its Representatives reasonable access to the Assets operated by Seller or cause any of its subsidiaries or Affiliates to take, such steps as are reasonably necessary to protect the confidentiality of such books and access records during such time period and shall not disclose to and the right any third party any portion thereof which would reasonably be expected to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of be confidential with respect to the Assets, but only including without limitation, procedures relative to Programs, research, studies, test results related to the Programs and Transferred Intellectual Property, without the prior written consent of Buyer. (b) Sellers shall give Buyer reasonable access, during normal business hours and upon reasonable prior written notice, including making available at reasonable times and to a reasonable extent Sellers’ officers and employees to discuss Sellers’ business associated with the Assets with Buyer’s representatives (including representatives of Buyer’s proposed financiers or lenders) and their counsel, to review and/or photocopy (A) all books, records, accounts and documents of Sellers relating to the assets, properties and operations of its business associated with the Assets including, without limitation, all computer data files stored, used, held or kept in connection with the operation of its business, and (B) all mailing lists and customer lists used by Sellers in or relating to its business associated with the Assets. Buyer shall have the right at its own expense to make copies of such materials to the extent that they relate to the operations of Sellers’ business associated with the Assets. Seller may do so without agrees to use its reasonable efforts to take or cause to be taken all action and to assist and cooperate with Buyer in good faith to consummate and make effective the transactions contemplated hereby, including: (a) violating applicable Lawsusing Sellers’ reasonable best efforts to provide in a timely manner all materials and information requested by Buyer to complete its due diligence review and to take all actions reasonably necessary to satisfy the closing conditions, (b) violating the obtaining of applicable consents, waivers or approvals of any obligations to any Third Partythird parties required under the terms of the Assumed Contracts, (c) waiving the defending of any legal privilege proceeding challenging this Agreement or the performance of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultantsthe obligations hereunder, and (d) the execution and delivery of such instruments and the taking of such other actions as Buyer may reasonably request in order to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to consummate the terms of this Agreement. (c) For a period of three (3) years from the Closing Date, Buyer shall give Sellers reasonable access, during Buyer’s normal business hours and upon reasonable prior written notice, to all books and records of Buyer relating to the operation of Sellers’ business associated with the Assets prior to the Closing Date or to any Excluded Liabilities including, without limitation, all investigations relevant computer data files stored, used, held or kept in connection with the operation of Sellers’ business, to the extent such files are in Buyer’s possession; provided that as a condition to such access Sellers shall have executed and due diligence conducted by Purchaser or any delivered a confidentiality agreement reasonably satisfactory to Buyer; provided further that the purpose and extent of Purchaser’s Representatives such access shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to as necessary in connection with either (i) obtain permission for Purchaser the contest or defense of any Action brought against Sellers involving facts, events or circumstances relating to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated its business associated with the Assets to inspect or the condition of the same; providedExcluded Liabilities, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver the preparation of confidentiality obligations owed any Tax return, election, contest or claim for Tax refund or any audit, examination or proceeding with respect to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on SellerTaxes of Sellers. Seller or its designee Sellers shall have the right at their own expense to accompany Purchaser and its Representatives whenever make copies of such materials to the extent that they are on site on relate to the Assetsoperations of Sellers’ business associated with the Assets prior to the Closing Date or to any Excluded Liabilities.

Access. Upon execution of this Agreement until the Closing Date, subject to the limitations expressly set forth in this Agreement, Seller Landlord reserves and shall provide Purchaser at any time and its Representatives reasonable access to the Assets operated by Seller or any of its Affiliates and access to and all times have the right to copyenter the Premises to inspect the same, at Purchaser’s sole expenseto supply janitorial service and any other service to be provided by Landlord to Tenant hereunder, to submit said Premises to prospective purchasers, tenants or actual or prospective lenders, to post notices of non-responsibility, to use and maintain pipes and conduits in and through the Records in Seller’s Premises, and to alter, improve or repair the Premises or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review other portion of the AssetsBuilding, but only to the extent that Seller may do so all without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege being deemed guilty of Seller, any an eviction of its Affiliates or its counselors, attorneys, accountants or consultantsTenant and without abatement of rent, and (d) may for that purpose erect scaffolding and other necessary structures where reasonably required by the character of the work to the extent be performed, provided that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller Tenant shall be interfered with as little as is reasonably practicable. Landlord may enter by means of a master key without liability to Tenant for any damage caused by Landlord entering the Premises, except for damage to Tenant's personal property caused by any failure of Landlord to exercise due care. Tenant shall not disturb any notices or other items placed by Landlord in the Premises. Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Tenant's business, any loss of occupancy or quiet enjoyment of the Premises, and any applicable Third Party operatorother loss occasioned thereby. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition For each of the same; providedaforesaid purposes, howeverLandlord shall at all times have and retain a key with which to unlock all of the doors in, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permissionupon and about the Premises, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view excluding Tenant's vaults and access the Recordssafes, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee Landlord shall have the right to accompany Purchaser use any and its Representatives whenever they are on site on all means which Landlord may deem proper to open said doors in an emergency in order to obtain entry to the AssetsPremises. Any lock installed by Tenant shall be of a type and style designated by Landlord concurrently with such installation. Any entry to the Premises obtained by Landlord by any of said means shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or any eviction of Tenant from the Premises or any portion thereof. No provision of this Lease shall be construed as obligating Landlord to perform any repairs, alterations or decorations except as otherwise expressly agreed to be performed by Landlord.

Access. Upon execution of this Agreement until the Closing Date(a) AbbVie shall, subject to the limitations expressly set forth in this Agreementand shall cause its Subsidiaries to, Seller shall provide Purchaser allow Abbott and its Subsidiaries and their respective Representatives reasonable access to the Assets operated facilities of AbbVie and its Subsidiaries that is necessary for Abbott and its Subsidiaries to fulfill their obligations under this Agreement. In addition to the foregoing right of access, AbbVie shall, and shall cause its Subsidiaries to, afford Abbott, its Subsidiaries and their respective Representatives, upon reasonable advance notice, reasonable access during normal business hours to the facilities, Information, systems, infrastructure and personnel of AbbVie and its Subsidiaries as reasonably necessary for Abbott to verify the adequacy of internal controls over information technology, reporting of financial data and related processes employed in connection with the Services being provided by Seller AbbVie or its Subsidiaries, including in connection with verifying compliance with Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; provided that (i) such access shall not unreasonably interfere with any of the business or operations of AbbVie or any of its Affiliates and access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, Subsidiaries and (dii) to in the extent event that Seller has authority to grant AbbVie determines that providing such access without breaching could be commercially detrimental, violate any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hoursLaw or agreement, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with or waive any attorney-client privilege, then the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller Parties shall use commercially reasonable efforts (but without to permit such access in a manner that avoids any such harm or consequence. Abbott agrees that all of its and its Subsidiaries’ employees shall, and that it shall use commercially reasonable efforts to cause its Representatives’ employees to, when on the obligation to incur any out-of-pocket costs, expensesproperty of AbbVie and its Subsidiaries, or when given access to any facilities, Information, systems, infrastructure or personnel of AbbVie and its Subsidiaries, conform to the obligation policies and procedures of AbbVie and any of its Subsidiaries, as applicable, concerning health, safety, conduct and security which are made known to undertake any liability Abbott from time to time. (b) Abbott shall, and shall cause its Subsidiaries to, allow AbbVie and its Subsidiaries and their respective Representatives reasonable access to the facilities of Abbott and its Subsidiaries that is necessary for AbbVie and its Subsidiaries to fulfill their obligations under this Agreement. In addition to the foregoing right of access, Abbott shall, and shall cause its Subsidiaries to, afford AbbVie, its Subsidiaries and their respective Representatives, upon reasonable advance notice, reasonable access during normal business hours to the facilities, Information, systems, infrastructure, and personnel of Abbott and its Subsidiaries as reasonably necessary for AbbVie to verify the adequacy of internal controls over information technology, reporting of financial data and related processes employed in connection with the Services being provided by Abbott or other obligations to or by Seller) to its Subsidiaries, including in connection with verifying compliance with Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; provided that (i) obtain permission for Purchaser to gain such access from shall not unreasonably interfere with any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (business or otherwise be in breach operations of this agreement) for failure to obtain such operator’s permission, Abbott or any of its Subsidiaries and (ii) obtain in the event that Abbott determines that providing such access could be commercially detrimental, violate any Law or agreement, or waive any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit such access in a waiver manner that avoids any such harm or consequence. AbbVie agrees that all of confidentiality obligations owed its and its Subsidiaries’ employees shall, and that it shall use commercially reasonable efforts to cause its Representatives’ employees to, when on the property of Abbott and its Subsidiaries, or when given access to any Third Parties facilities, Information, systems, infrastructure or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser personnel of Abbott and its Representatives whenever they Subsidiaries, conform to the policies and procedures of Abbott and any of its Subsidiaries, as applicable, concerning health, safety, conduct and security which are on site on the Assetsmade known to AbbVie from time to time.

Access. Upon execution of this Agreement From and after the Signing Date until the Closing Date, subject to the limitations expressly set forth in this Agreement, Seller shall provide Purchaser and its Representatives reasonable access to the Assets operated by Seller or any of its Affiliates and access to Holdco and the right to copyCompany have, at Purchaser’s sole expensewill, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without and will cause their Subsidiaries to: (a) violating applicable Laws(i) provide the Purchasers, as soon as available, with (x) monthly and quarterly unaudited consolidated financial statements of Holdco and its Subsidiaries, audited consolidated annual financial statements of Holdco and its Subsidiaries and an annual budget of Holdco and its Subsidiaries; and (y) updates and “flash reports” of the same type and in the same frequency of delivery in all material respects as had been delivered to the Initial Purchasers by Holdco immediately prior to the Signing Date; (ii) permit access to, and make available to the Initial Purchasers’ representatives and their accounting and legal advisors for inspection and review, the properties, books, records, accounts and documents of or relating to Holdco and its Subsidiaries, and (b) violating any obligations make available at reasonable times and to any Third Partya reasonable extent officers and employees of Holdco and its Subsidiaries to discuss with the Initial Purchasers and their accounting and legal advisors the business and affairs of Holdco and its Subsidiaries. In addition, (c) waiving any legal privilege of Seller, any of Holdco and its Affiliates or its counselors, attorneys, accountants or consultants, and (d) Subsidiaries shall provide the Purchasers with substantially the same information as shall be provided to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hourslead arranger, and Purchaser’s investigation shall be conducted the administrative agent and/or the lenders in a manner that reasonably minimizes interference with the operation respect of the business of Seller and any applicable Third Party operatorCompany Credit Facilities. Subject to Section 10.14, the terms Purchasers may share the foregoing information with their respective lenders and their respective consultants and advisors (including rating agencies), so long as such lenders or other parties have entered into a customary confidentiality agreement with the Purchasers. (b) subject to compliance with applicable laws and confidentiality obligations to third parties, promptly provide true and correct copies of this Agreementall documents, all investigations reports, financial data, and due diligence conducted by such additional financial and other information with respect to Holdco, the Company and their Subsidiaries as each Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense (and any conclusions made parent company of a Purchaser that is a venture capital operating company) may from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation time to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties time reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the Assetsrequest.

Access. Upon execution of this Agreement until From and after the Closing DateClosing, subject Buyer shall cause Newco, the Company and the Sold Subsidiaries to the limitations expressly set forth in this Agreement, Seller shall provide Purchaser H&H Group and its Representatives authorized representatives with reasonable access to the Assets operated by Seller or any of its Affiliates and access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control (for the purpose of conducting examining and copying), during normal business hours upon reasonable notice and in a confirmatory review manner so as not to interfere unreasonably with the normal business operations of Buyer, Newco, the Assets, but only Company and the Sold Subsidiaries to the extent that Seller may do so without personnel, books and records of Newco, the Company and the Sold Subsidiaries with respect to periods or occurrences prior to the Closing Date in connection with (a) violating applicable Lawsthe preparation of Tax Returns, or (b) violating any obligations to any Third Partycompliance, financial reporting (including financial audits of historical information) and accounting matters and (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) indemnity claim pursuant to the extent indemnification provisions hereunder; provided, that Seller has authority nothing in this Section 7.05 shall obligate Buyer to grant disclose any information if the disclosure of such access without breaching information would (i) reasonably be expected to cause such information to lose the protections of attorney-client privilege arising after the Closing or (ii) violate any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject confidentiality obligations arising prior to the terms of this AgreementClosing between Buyer, all investigations and due diligence conducted by Purchaser Newco, the Company or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole costSold Subsidiary and an unaffiliated third party (provided, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but that Buyer shall, without the obligation being required to incur pay any out-of-pocket costscosts or expenses other than those dictated by the applicable agreement pursuant to which such confidentiality obligations arise, expensesuse its reasonable efforts to obtain waivers and consents necessary or appropriate to provide such information as is reasonably requested by Seller). Without limiting the foregoing, within ten (10) Business Days after the Closing, Buyer shall provide H&H Group with a final, year-to-date trial balance for Newco, the Company and the Sold Subsidiaries through the Closing Date, which trial balance shall be prepared on a basis consistent with the Financial Statements and the Company's historical practices. Unless otherwise consented to in writing by H&H Group, Buyer shall not, and shall not permit the Company, Newco or any of its Subsidiaries to, for a period of seven (7) years following the Closing Date, destroy, alter or otherwise dispose of any books and records of the Company, Newco or its Subsidiaries, or any portions thereof, relating to periods prior to the obligation Closing Date without first giving reasonable prior notice to undertake any liability H&H Group and offering to surrender to H&H Group such books and records or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect such portions thereof. The provisions of this Section 7.05 shall survive the condition consummation of the same; provided, however, that Seller transactions contemplated by this Agreement and shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have all successors and assigns of Buyer, Newco, the right to accompany Purchaser Company and its Representatives whenever they are on site on their Subsidiaries and Affiliates, as the Assetscase may be.

Access. Upon execution of this Agreement until During the Pre-Closing DatePeriod, subject the Company shall, and shall cause its Subsidiaries and their respective officers, directors, employees and other Representatives to, upon Parent’s reasonable advance notice to the limitations expressly set forth in this AgreementCompany, Seller shall provide Purchaser the officers, employees, agents and its other Representatives of Parent and Merger Sub reasonable access to the Assets operated by Seller or any of its Affiliates and access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s during normal business hours, to the officers, employees, Representatives, properties, facilities, books, records, contracts and Purchaser’s investigation other assets of the Company and its Subsidiaries as Parent shall be conducted in a manner that reasonably minimizes interference request so long as such access does not unreasonably interfere with the operation conduct of the business of Seller the Company and any applicable Third Party operator. Subject to its Subsidiaries, and shall furnish Parent and Merger Sub with such other data and information as Parent and Merger Sub shall reasonably request that is in the terms possession and custody or control of this Agreement, all investigations the Company and due diligence conducted by Purchaser its Subsidiaries or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the sametheir respective Representatives; provided, however, that Seller nothing in this Section 5.5(a) will require the Company or any of its Subsidiaries or any of their respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, (y) violate any binding confidentiality obligation of the Company and its Subsidiaries to a third party if the Company shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure used commercially reasonable efforts to obtain the required consent or waiver of such operator’s permissionthird party, or (z) result in a waiver of attorney-client privilege, work product doctrine or similar privilege, so long as, in the case of clauses (y) and (z), the Company shall have used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure as promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) obtain require the Company or any of the Company’s Subsidiaries to disclose any information concerning a waiver of confidentiality obligations owed to Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, Merger Sub and their respective officers, employees and agents will hold any Third Parties or establish any necessary confidential relationships such information in confidence in accordance with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the AssetsConfidentiality Agreement.

Access. Upon execution of this Agreement until the Closing Date, subject Prior to the limitations expressly set forth in this AgreementClosing, Seller the Companies shall, and shall provide Purchaser cause their respective Subsidiaries to, give VANTAS and its Representatives respective officers, employees, representatives, counsel financing sources and accountants and their respective counsel, auditors and authorized representatives full access, during normal business hours and upon reasonable access notice, to the Assets operated by Seller or any of its Affiliates personnel, properties, financial statements, contracts, books, records, working papers and access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review other relevant information pertaining thereto each of the Assets, but only to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, Companies and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser their respective Subsidiaries and shall be limited to Seller’s normal business hours, request and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts to cause their respective employees, counsel, auditors and financial advisors to cooperate with VANTAS in their preparation of any rating agency presentation materials, private placement prospectus or offering memorandum, syndication book or similar marketing materials (but without "Financing Materials") in connection with a transaction to sell securities of HQ in connection with the obligation HQ Merger or obtain a credit facility to incur any out-of-pocket costs, expenses, or finance VANTAS' obligations pursuant to this Agreement and RSI's obligations pursuant to the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition Stock Purchase Agreement and in their investigation of the same; providedbusinesses of each of the Companies and their respective Subsidiaries on a consolidated basis, howeverincluding by furnishing copies of data or information pertaining to the businesses of the Companies and their respective Subsidiaries for purposes of due diligence or, that Seller shall have no liability with the prior written approval of CarrAmerica, which approval will not be reasonably withheld, for inclusion in any Financing Materials in connection with a transaction to Purchaser (sell securities of HQ in connection with the HQ Merger or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality bank credit facility to finance VANTAS's obligations owed pursuant to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required this Agreement and RSI's obligations pursuant to allow Purchaser the Stock Purchase Agreement. Prior to view and access the RecordsClosing, the Companies shall, and (iii) grant any access shall cause their respective Subsidiaries, officers and employees to, furnish to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser VANTAS and its Representatives whenever they are on site on respective officers, employees, representatives, counsel and accountants such financial, tax and operating data and other information with respect to the Assetsbusiness, properties and assets of each of the Companies and their respective Subsidiaries as VANTAS or any such person shall from time to time reasonably request, and the Companies shall, and shall cause their respective Subsidiaries, directors, officers and employees to, cooperate with, and the Companies shall request their respective independent public accountants and independent legal counsel to cooperate with, VANTAS and its respective officers, employees, representatives, counsel and accountants so as to enable VANTAS to be kept fully informed with respect to the business, assets, financial condition, results of operations and prospects of the Companies.

Access. Upon execution of this Agreement until the Closing Date, subject Subject to applicable Law relating to the limitations expressly set forth in this Agreementsharing of information, Seller upon reasonable notice, and except as may otherwise be required by applicable Law, each of Yankees and Braves shall provide Purchaser (and each shall cause its Representatives reasonable access Subsidiaries to) afford to the Assets operated other Party’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) reasonable access, during normal business hours throughout the period prior to the Effective Time, to its properties, books, contracts and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other Party all information concerning its business, properties and personnel as may reasonably be requested; provided, that no investigation pursuant to this Section 4.6 shall affect or be deemed to modify any representation or warranty made by Seller any Party; and provided, further, that the foregoing shall not require either Yankees or Braves (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the disclosing Party would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if such disclosing Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of itself or any of its Affiliates and access Subsidiaries, (iii) in the case of Yankees, (x) to and the right permit any inspection, or to copydisclose any information relating to any regulatory enforcement, at Purchaser’s sole expense, the Records in Seller’s investigations or inquiries conducted by Yankees or any of its Affiliates’ possession Subsidiaries or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, other regulatory activities conducted by Yankees or any of its Affiliates Subsidiaries that the Chief Executive Officer of Yankees Regulation, Inc. determines, in his or its counselorsher sole discretion, attorneysis confidential and inappropriate to disclose to Braves, accountants or consultants, and (dy) to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by Yankees Stock Exchange LLC or Yankees Arca, Inc. or any other regulatory activities that the extent Chief Executive Officer of Yankees Regulation, Inc. determines, in his or her sole discretion, is confidential and inappropriate to disclose to Braves, or (iv) in the case of Braves, (x) to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries or any other regulatory activities conducted by Braves or any of its Subsidiaries, if Braves or any of its Subsidiaries determines, in its sole discretion, that Seller has authority such information is confidential and inappropriate to grant disclose to Yankees, or (y) to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by Braves or any of its Subsidiaries, if Braves or any of its Subsidiaries determines, in its sole discretion, that such access without breaching any restriction binding on Sellerinformation is confidential and inappropriate to disclose to Yankees. Such access by Purchaser All requests for information made pursuant to this Section 4.6 shall be limited directed to Seller’s normal business hoursan executive officer of Yankees or Braves, and Purchaser’s investigation as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such Party. All such information shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to governed by the terms of this the Confidentiality Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the Assets.

Access. (a) Upon execution of this Agreement until reasonable prior notice, the Closing Date, subject to the limitations expressly set forth in this Agreement, Seller Company shall provide Purchaser afford Parent and its Representatives reasonable access access, during normal business hours throughout the period prior to the Assets operated by Seller or any of Effective Time, to the Company’s and its Affiliates Subsidiaries personnel, properties, Contracts, filings with Governmental Entities and access to books and the right to copyrecords and, at Purchaser’s sole expenseduring such period, the Records in Seller’s or any of Company shall furnish promptly to Parent all available information concerning its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller business as Parent may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the samerequest; provided, however, that Seller the Company shall have no liability not be required to Purchaser permit any inspection or provide other access, or to disclose any information, that in the reasonable judgment of the Company would: (i) violate any obligation of the Company under any Contract with respect to confidentiality or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, privacy; (ii) obtain a waiver of confidentiality obligations owed to any Third Parties jeopardize protections afforded the Company under the attorney-client privilege, the attorney work product doctrine or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and similar legal privilege or protection; (iii) grant violate any Legal Requirement; or (iv) result in the disclosure of any Trade Secrets of any third parties or personal information that would expose the Company to the risk of liability; provided that in each case the Company shall inform Parent of the nature of the information being withheld, and shall use its reasonable best efforts to make alternative arrangements that would allow Parent (or its applicable Representative) access to which Seller has the authority such information. All information obtained by or provided to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser Parent and its Representatives whenever pursuant to this Agreement shall be treated as “Confidential Information” of the Company for purposes of the Non-Disclosure Agreement. (b) To the extent that the Company or a Company Subsidiary elects to furnish any information or material pursuant to this Agreement that includes material subject to the attorney-client privilege, work product doctrine or any other applicable privilege, the parties understand and agree that they are have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or any other applicable privilege. All such information that is entitled to protection under the attorney-client privilege, work product doctrine or any other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine. (c) No exchange of information or investigation by Parent or its Representatives shall affect or be deemed to affect, modify or waive the representations and warranties of the Company set forth in this Agreement. No exchange of information or investigation by the Company or its Representatives shall affect or be deemed to affect, modify or waive the representations and warranties of Parent set forth in this Agreement. (d) The Company shall use reasonable best efforts to provide, no later than ten (10) Business Days prior to the Closing Date, a complete and accurate (in all material respects) list of each filing, payment, or other similar action that must be made or taken on site on or before the Assetsdate that is ninety (90) days after the Closing Date in order to obtain, perfect or maintain in full force and effect each item of Company Owned IP.

Access. Upon execution reasonable advance written notice, the Company and each of this Agreement until the Closing DateAcquired Companies shall afford Parent’s representatives reasonable access, subject during normal business hours throughout the period prior to the limitations expressly set forth in this AgreementEffective Time, Seller shall provide Purchaser and its Representatives reasonable access to the Assets operated by Seller or any of its Affiliates Company’s books and access records, properties and facilities (in each case, as related to the Acquired Companies and Company Properties) and, during such period, the Company shall furnish promptly to Parent all readily available information concerning the Company’s and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its AffiliatesAcquired Companies’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller business as Parent may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the samerequest; provided, however, that Seller the Company shall have no liability not be required to Purchaser permit any inspection or other access, or to disclose any information, that in the reasonable judgment of the Company could reasonably be expected to: (a) result in the disclosure of any Trade Secrets of third parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or otherwise privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law; or (e) materially interfere with the conduct of the Company’s or the Acquired Companies’ business. No physically invasive or destructive testing or soil investigations, including, without limitation, soil borings or Phase II environmental testing, shall be performed without the prior written approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayed. While on the Company Properties, Parent will comply, and will cause any of its representatives to comply, in breach all material respects with all applicable governmental laws and regulations. Parent shall repair any damage to the Company Properties or any adjacent property caused by such actions to the substantially same condition as existed prior to Parent’s action and does hereby agree to indemnify, defend, save and hold Company and, as the case may be, its subsidiaries, members, managers, partners, trustees, shareholders, directors, officers, employees and agents of this agreementthe Company and its members (collectively, “Company Parties”) for failure harmless of and from any and all claims, damages, losses, costs, expenses and liabilities (collectively, “Claims”) which Company or Company Parties may suffer, or to obtain which they may be subject, by reason of, or in any manner directly as a result of, the inspections of Parent and its representatives at the Company Properties except (i) to the extent such operator’s permissionclaim or damage was caused by the gross negligence or willful misconduct of the Company or any Company Party, and/or (ii) obtain for any existing conditions merely discovered by Parent or its representatives, unless exacerbated by Parent’s negligence or willful misconduct (in which case Parent shall be responsible solely to the extent of such exacerbation). Notwithstanding anything to the contrary in this Agreement, Parent shall not be entitled to recover from the Company or any direct or indirect owner or affiliate thereof (and in no event shall any of the foregoing be responsible for) consequential, special or any other indirect damages arising from this Section 6.4 unless such damages are payable by a Company Party to an unaffiliated third party. Parent specifically acknowledges and agrees not to utilize any such access for, or to otherwise engage (before the Closing Date) in, any marketing of all or any part of the Company Properties. In the event Parent discovers a preexisting condition at the Property, Parent hereby covenants that it shall not disclose such condition to any person (other than to its representatives) or governmental authority, except as otherwise required by applicable law or legal process; provided, however, Parent shall first notify the Company of such legal requirement and shall give the Company the opportunity to defend against or attempt to limit such disclosure through appropriate proceedings (and Parent shall cooperate in good faith with the Company, at the Company’s sole cost and expense, in connection therewith) or make the disclosure itself. Prior to Parent’s or its representative’s entry on the Company Properties, Parent shall furnish (or caused to be furnished) to the Company a certificate naming the Company and each of the applicable Company Subsidiaries as additional insureds on Parent’s commercial general liability insurance policy, which such commercial general liability (occurrence) insurance is in an amount of not less than One Million Dollars ($1,000,000) per occurrence, Two Million Dollars ($2,000,000) in the aggregate, and with excess umbrella coverage of Five Million Dollars ($5,000,000). Parent shall also maintain, with respect to its employees, if any, workers compensation insurance in an amount required by law, together with employer’s liability, with a waiver of confidentiality subrogation. Parent agrees to maintain such coverages until the Closing Date. No investigation pursuant to this Section 6.4 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations owed of the parties hereto. All requests for access pursuant to any Third this Section 6.4 must be directed to the General Counsel of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, the Parent Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Recordsshall not, and shall cause their respective representatives not to, contact any tenant, customer or supplier of the Company in connection with the Mergers or any of the other Transactions without the Company’s prior written consent (iii) grant such consent not to be unreasonably withheld, conditioned or delayed), and the Parent Parties acknowledge and agree that any access to which Seller has such contact shall be arranged by and with a representative of the authority to grant without breaching any restriction binding on SellerCompany participating. Seller or its designee shall have the right to accompany Purchaser All information obtained by Parent and its Representatives whenever they are on site on representatives pursuant to this Section 6.4 shall be treated as “Evaluation Material” of the AssetsCompany for purposes of the Confidentiality Agreement.

Access. Upon execution of For so long as the Investor has the right to designate at least one (1) director for nomination under this Agreement until the Closing Date, and subject to the limitations expressly confidentiality obligations set forth in Section 1.7, Compo PubCo shall, and shall cause its Subsidiaries to, permit the Investor and its respective designated representatives, at reasonable times and upon reasonable prior notice to Compo PubCo, to review the books, records, contracts and agreements of Compo PubCo or any of such Subsidiaries and to discuss the affairs, finances and condition of Compo PubCo or any of such Subsidiaries with the officers of Compo PubCo or any such Subsidiary. For so long as the Investor has the right to designate at least one (1) director for nomination under this Agreement, Seller Compo PubCo shall, and shall cause its Subsidiaries to, provide Purchaser and its Representatives reasonable the Investor, in addition to other information that might be reasonably requested by the Investor from time to time: (a) direct access to the Assets operated Compo PubCo’s auditors and officers; (b) copies of all materials provided to the Compo PubCo Board at the same time as provided to the Board; (c) access to appropriate officers and directors of Compo PubCo at such times as may be requested by Seller the Investor with respect to matters relating to the business and affairs of Compo PubCo and its Subsidiaries; (d) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate of incorporation or bylaws of Compo PubCo or any of its Affiliates and access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, respective Subsidiaries; and (de) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access otherwise prepared by Purchaser shall be limited to Seller’s normal business hoursCompo PubCo, operating and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller capital expenditure budgets and any applicable Third Party operator. Subject periodic information packages relating to the terms operations and cash flows of Compo PubCo and its Subsidiaries. For so long as the Investor has the right to designate at least one (1) director for nomination under this Agreement, all investigations Compo PubCo shall, and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole costcause its Subsidiaries to, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without to provide the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain Investor access to Third Party operated Assets to inspect “Growth Days” and any other substantive meetings that take place between Compo PubCo’s officers, directors and employees, on the condition one hand, and one or more members of the same; providedCompo PubCo Board or any stockholder of Compo PubCo, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the Assetsother hand.

Access. Upon execution (a) From and after the date hereof and up to and including the Closing Date (or earlier termination of this Agreement until the Closing Date, Agreement) but subject to applicable laws, the limitations expressly set forth in other provisions of this AgreementSection 10.1 and obtaining any required consents of Third Parties, including Third Party operators of the Assets (with respect to which consents Seller shall use commercially reasonable efforts to obtain), Seller shall provide Purchaser afford to Buyer and its Representatives officers, employees, agents, accountants, attorneys, investment bankers and other authorized representatives (“Buyer’s Representatives”) full access, during normal business hours and upon reasonable access notice, to the Assets operated by Seller or any of its Affiliates and access to all Records and the right to copy, at Purchaser’s sole expense, the Records other documents in Seller’s or any of its their respective Affiliates’ possession or control for the purpose of conducting a confirmatory review of relating primarily to the Assets. Seller shall also make available to Buyer and Buyer’s Representatives, but only to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s upon reasonable notice during normal business hours, and PurchaserSeller’s investigation shall be conducted in a manner that reasonably minimizes interference personnel knowledgeable with the operation of the business of Seller and any applicable Third Party operator. Subject respect to the terms of this Agreement, all Assets in order that Buyer may make such diligence investigation as Buyer considers necessary or appropriate. All investigations and due diligence conducted by Purchaser Buyer or any of PurchaserBuyer’s Representatives Representative shall be conducted at PurchaserBuyer’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser Buyer or any of PurchaserBuyer’s Representatives Representative shall result from PurchaserBuyer’s own independent review and judgment. Seller . (b) Buyer shall use commercially reasonable efforts (but without be entitled to conduct a non-invasive environmental site assessment with respect to the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on SellerAssets. Seller or its designee shall have the right to accompany Purchaser Buyer and its Buyer’s Representatives whenever they are on site on the Assets. Notwithstanding anything herein to the contrary, Buyer shall not have access to, and shall not be permitted to conduct any environmental due diligence with respect to any Assets where Seller does not have the authority to grant access for such due diligence; provided, however, Seller shall use its commercially reasonable efforts to obtain permission from any Third Party operator to allow Buyer and Buyer’s Representatives such access, it being understood by Buyer that the execution by Buyer of a customary boarding agreement may be a condition of such access. (c) Buyer shall coordinate its environmental site assessments and physical inspections of the Assets with Seller to minimize any inconvenience to or interruption of the conduct of business by Seller. Buyer shall abide by Seller’s, and any Third Party operator’s, safety rules, regulations and operating policies while conducting its due diligence evaluation of the Assets including any environmental or other inspection or assessment of the Assets. Buyer hereby agrees to defend, indemnify and hold harmless each of the Third Party operators and owners of the Assets and Seller Indemnified Parties from and against any and all Liabilities arising out of, resulting from or relating to any field visit, environmental property assessment, or other due diligence activity conducted by Buyer or any Buyer’s Representative with respect to the Assets, even if such Liabilities arise out of or result from, solely or in part, the sole, active, passive, concurrent or comparative negligence, strict liability or other fault or violation of Law of or by any such Third Party operator or owner or Seller Indemnified Party, excepting only Liabilities actually resulting on the account of the gross negligence or willful misconduct of such person. (d) Upon Seller’s request, Buyer agrees to provide Seller promptly, but not later than the Environmental Claim Date, copies of all reports, test results, and other documentation and data prepared or compiled by Buyer and/or any of Buyer’s Representatives and which contain information collected or generated from Buyer’s due diligence with respect to the Assets. Seller shall not be deemed by its receipt of said documents or otherwise to have made any representation or warranty, expressed, implied or statutory, as to the condition to the Assets or to the accuracy of said documents or the information contained therein. (e) Upon completion of Buyer’s due diligence, Buyer shall at its sole cost and expense and without any cost or expense to Seller or its Affiliates, (i) repair all damage done to the Assets in connection with Buyer’s due diligence in accordance with recognized industry standards or requirements of Third Party operators, (ii) restore the Assets to the approximate same or better condition than existed prior to commencement of Buyer’s due diligence, to the full extent of any damage related to Buyer’s due diligence, and (iii) remove all equipment, tools or other property brought onto the Assets in connection with Buyer’s due diligence. Any disturbance to the Assets (including, without limitation, any real property, platform or other fixtures associated with such Assets) resulting from Buyer’s due diligence will be promptly corrected by Buyer. (f) During all periods that Buyer, and/or any of Buyer’s Representatives are on the Assets, Buyer shall maintain, at its sole expense and with insurers reasonably satisfactory to Seller, policies of insurance of the types and in the amounts reasonably requested by Seller. Coverage under all insurance required to be carried by Buyer hereunder will (i) be primary insurance, (ii) list Seller Indemnified Parties as additional insureds, (iii) waive subrogation against Seller Indemnified Parties, (iv) be maintained for three years following Buyer’s and/or Buyer’s Representatives due diligence activities, and (v) provide for 30 days’ prior notice to Seller in the event of cancellation or modification of the policy or reduction in coverage. Upon request by Seller, Buyer shall provide evidence of such insurance to Seller prior to entering upon the Assets.

Access. Upon execution For so long as OEP owns at least 10% of this Agreement until the Closing Dateissued and outstanding Common Shares on a Fully Diluted Basis, the Executive Shareholders shall cause the Company and its Subsidiaries to afford to OEP and its employees and other authorized representatives of OEP (the “Representatives”), during normal business hours, access, upon reasonable advance notice, to all of the books, records and properties of the Company or its Subsidiaries, as applicable, and to make copies of such records. Each of the Executive Shareholders shall also cause the Company and its Subsidiaries to cause employees, members of management and advisors to the Company and its Subsidiaries to provide, as requested by OEP or its Representatives, any and all information relating to the Company, its Subsidiaries and their respective operations. Each of the Executive Shareholders shall cause the Company and its Subsidiaries to instruct its accounting firm and auditor to discuss such aspects of the financial condition of the Company or its Subsidiaries, as applicable, with OEP and the Representatives as they may reasonably request, and to consent to OEP and the Representatives inspecting, copying and making extracts from such financial statements, analyses, work papers and other documents and information (including electronically stored documents and information) prepared with respect to the Company or its Subsidiaries, as applicable, as OEP or its Representatives may reasonably request, subject only to OEP executing access in form and substance satisfactory to such accounting firm or auditor (in their sole discretion). All cost and expenses incurred by OEP and the limitations expressly Representatives in connection with exercising the right of access set forth in this Agreement, Seller paragraph shall provide Purchaser and its Representatives reasonable access to the Assets operated be borne by Seller or any of its Affiliates and access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultantsOEP, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expensescosts and expenses incurred by the Company or its Subsidiaries, or their employees, members of management or advisors (including accounting firms and auditors), as applicable, in complying with any requests by OEP and the obligation Representatives in connection with exercising such access rights shall be borne by the Company. For so long as OEP owns at least 10% of the issued and outstanding Common Shares on a Fully Diluted Basis, in addition to undertake any liability vote required by the Articles of Incorporation or other obligations to By-laws of the Company, or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect applicable law, so long as the condition Board of Directors includes at least one OEP Director, each of the same; providedExecutive Shareholders agrees to cause the matters set forth below to be carried out only after the approval of the Board of Directors, however, that Seller shall have no liability to Purchaser (or otherwise be in breach which approval must include the affirmative vote of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the Assets.at least one OEP Director:

Access. Upon execution (a) For purposes of furthering the Transactions, during the period from the date of this Agreement until the Closing DateEffective Time or, subject to if earlier, the limitations expressly set forth termination of this Agreement in this Agreementaccordance with its terms, Seller the Company shall provide Purchaser (i) afford Parent and its Representatives reasonable access during normal business hours upon reasonable advance notice to the Assets operated Company, to its and its Subsidiaries’ officers, employees, properties, contracts, commitments, books and records and any report, schedule or other document filed or received by Seller it pursuant to the requirements of applicable Laws (other than information concerning the value of the Company or relating to the process leading to the negotiation and execution of this Agreement and any communications relating to any Company Acquisition Proposal or Company Competing Transaction) and (ii) use its reasonable best efforts to make available to Parent, during normal business hours and at the Company’s principal place of business or via telephone, the Company’s accountants, consultants, legal counsel, financial advisors and representatives, in each case to the extent reasonably requested by Parent in order to discuss the affairs of the Company and its Subsidiaries. During such period, the Company shall, and shall cause its Subsidiaries to, without limitation to the preceding obligations, make available to Parent a copy of any written communication (and a summary of any material oral communication) received from the FDA or similar Governmental Authority promptly after receipt of such communication. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or any of its Affiliates Subsidiaries and access (ii) coordinated through the Chief Executive Officer of the Company or a designee thereof. (b) Notwithstanding anything to and the right contrary contained in this Section 5.3, neither the Company nor its Subsidiaries nor their respective Representatives shall be required to copyprovide any access, at Purchaseror make available any document, correspondence or information, if doing so would, in the reasonable judgment of the Company’s sole expenseoutside legal counsel, (i) jeopardize the Records in Seller’s attorney-client privilege of the Company or any of its Affiliates’ possession Subsidiaries or control for the purpose of conducting a confirmatory review of the Assets, but only (ii) conflict with any (A) Law applicable to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, Company or any of its Affiliates Subsidiaries or its counselorsthe assets, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business business, of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser Company or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser its Subsidiaries or (B) Material Company Contract to which the Company or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to its Subsidiaries is party or by Seller) to (i) obtain permission for Purchaser to gain access from which any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the sametheir assets or properties are bound; provided, however, that Seller in such instances the Company shall have no liability inform Parent of the general nature of the information being withheld and the basis for withholding and, upon Parent’s request, reasonably cooperate with Parent to Purchaser provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (or otherwise be in breach of this agreementi) for failure to obtain such operator’s permission, and (ii) obtain a waiver of confidentiality obligations owed ), including using commercially reasonable efforts to seek consent from the applicable third party to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and such Material Company Contract under which disclosure is prohibited. (iiic) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller No investigation by Parent or its designee Representatives shall have affect or be deemed to modify or waive the right representations and warranties of the Company set forth in this Agreement. (d) The Parties hereby agree that all information provided to accompany Purchaser them or their respective Representatives in connection with this Agreement and the consummation of the Transactions shall be governed in accordance with the Confidentiality Agreement, dated as of May 8, 2014, between the Company and Parent (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its Representatives whenever they are on site on the Assetsterms.

Access. Upon execution of this Agreement until During the Pre-Closing Period, Seller shall, and shall cause the Sold Companies to, (i) reasonably cooperate with Buyer to facilitate the transition to Buyer on the Closing DateDate of the IT systems and network used in the operation of the Business or by the Sold Companies (provided that such cooperation does not unreasonably interfere with the Business or the business of Seller), subject and (ii) afford to Buyer, through its employees and authorized representatives, reasonable access during normal business hours and upon prior reasonable written notice to Seller, to the limitations expressly set forth officers, properties, facilities, assets, Contracts, books, financial information and records of the Sold Companies (including (x) working papers and data in this Agreementthe possession of Seller or the Sold Companies or its accountants and (y) IT staff in order to assess the transition of IT services to Buyer); provided that such access does not interfere unreasonably with the normal business operations of Seller or the Sold Companies; and provided, Seller further, that such access shall provide Purchaser and its Representatives reasonable not include any invasive or destructive sampling or testing of any environmental medium or building material; provided, further, Buyer shall not have access to personnel records of Seller or its Affiliates relating to individual performance or evaluation records, medical histories or other information which in Seller’s good faith opinion is sensitive or the Assets operated by disclosure of which could subject Seller or any of its Affiliates and to risk of liability. If the foregoing access involves entry onto any properties of the Sold Companies, Seller shall be entitled to have a representative of Seller accompany Buyer or its authorized representatives at all times. Notwithstanding anything to the contrary in this Agreement, Seller and the right Sold Companies shall not be required to copydisclose (A) any information to Buyer if Seller is advised in writing by counsel that such disclosure would be reasonably likely to (w) include competitively sensitive information (in which case such information shall be disclosed in compliance with the Joint Defense Agreement), at Purchaser’s sole expense(x) jeopardize any attorney-client privilege, or (y) violate any applicable Law or Order, (B) information relating to any sale or divestiture process conducted by Seller or its Affiliates for the Records in Business or Seller’s or its Affiliates’ (or their Representatives’) evaluation of the Business in connection therewith, including projections, financial or other information relating thereto, or (C) any consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates’ possession Affiliates (other than the Sold Companies) is the common parent or control for the purpose of conducting a confirmatory review of the Assets, but only any other information relating to Taxes or Tax returns other than information relating solely to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the sameSold Companies; provided, however, that Seller shall have no liability cooperate with Buyer and shall use commercially reasonable efforts to Purchaser (design and implement alternative disclosure arrangements and, to the extent available, use such alternative disclosure arrangements to provide information, documents, and access to the Buyer and its representatives, agents, employees, counsel, and advisors in a manner that would not violate applicable Law or otherwise be Order or cause the loss of attorney-client privilege with respect thereto. The parties agree that the provisions of the Confidentiality Agreement shall continue in breach full force and effect following the execution and delivery of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access Agreement until the RecordsClosing, and (iii) grant any access all information obtained pursuant to which Seller has this Section 5.2 shall be kept confidential in accordance with the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the AssetsConfidentiality Agreement.

Access. Upon execution Until the expiration of this Agreement until the Closing Date, subject to the limitations expressly set forth in this AgreementDue Diligence Period, Seller Group shall provide Purchaser and its Representatives reasonable access to the Assets operated by Seller or any of its Affiliates and access to and the right to copy, at Purchaser’s sole expense, the Records in Sellerafford Lender’s or any of its AffiliatesLenders’ possession agents or control for the purpose of conducting a confirmatory review of the Assetsrepresentatives reasonable access, but only to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s during normal business hours, to the Real Property and improvements for purposes of any non-intrusive physical, structural or environmental inspection of the Real Property. Furthermore, Seller Group agrees to reasonably cooperate with the Lenders in their inspection activities permitted hereunder, at no cost to Seller Group, and Seller Group agrees to use reasonable, good faith efforts to assist Purchaser in obtaining additional reasonable due diligence information from the other owners of the Land and Improvements, at no cost to Seller Group. Purchaser agrees that, to cover any physical or environmental inspections of the Real Property by Lenders, Purchaser or Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference agents will carry not less than $2,000,000 comprehensive general liability insurance; will not interfere with the operation activity of any persons occupying or providing service at the business Real Property; and will not contact any governmental authority and will not reveal to any governmental authority the results of its inspections except to the extent required by law. Such insurance policy shall name Seller as an additional insured. PURCHASER SHALL NOT AND SHALL NOT PERMIT ITS LENDERS TO, CONDUCT OR ALLOW ANY PHYSICALLY INVASIVE OR SUBSURFACE TESTING OF, ON, ABOUT OR UNDER THE LAND OR IMPROVEMENTS WITHOUT FIRST OBTAINING SELLER GROUP’S WRITTEN CONSENT, WHICH SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED, AS TO THE TIMING AND SCOPE OF WORK TO BE PERFORMED. PURCHASER’S BREACH OF THE FOREGOING PROHIBITION SHALL ENTITLE SELLER GROUP, AT ITS OPTION, IMMEDIATELY TO DECLARE THIS AGREEMENT TO BE TERMINATED AND TO DEDUCT FROM THE DEPOSIT ANY DAMAGES ACTUALLY INCURRED BY SELLER TO REPAIR THE DAMAGE CAUSED BY PURCHASER OR PURCHASER’S LENDERS. WITH REGARD TO THE LENDERS’ REQUESTS FOR ACCESS OR CONSENTS FOR ANY DUE DILIGENCE MATTERS, SELLER GROUP MUST PROVIDE ACCESS OR RESPOND TO LENDERS’ REQUEST FOR CONSENT WITHIN THREE (3) BUSINESS DAYS AFTER THE REQUEST IS MADE; ANY FURTHER DELAY WILL RESULT IN A DAY-FOR-DAY EXTENSION OF THE DUE DILIGENCE PERIOD. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ is the “point person” of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to Group whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the AssetsLenders shall coordinate all visits and requests access and documentation.

Access. Upon execution of this Agreement until the Closing Datereasonable prior notice to Seller, subject to the limitations expressly set forth in this Agreement, Seller shall provide Purchaser and its Representatives agents, employees, consultants, contractors, subcontractors, lenders and representatives shall have reasonable access to the Assets operated by Seller or any of its Affiliates Property and access to all books and records for the right to copy, at Purchaser’s sole expense, the Records Property that are in Seller’s or possession (except for any of Seller’s scientific materials and business records relating, except to de minimis extent, primarily to its Affiliates’ possession or control business operations conducted at the Property as opposed to primarily the ownership of the Property (“Seller’s Personal Documents”)) for the purpose of conducting a confirmatory review of the Assetssurveys, but only to the extent that Seller may do so without (a) violating applicable Lawsappraisals, (b) violating any obligations to any Third Partyarchitectural, (c) waiving any legal privilege of Sellerengineering, any of its Affiliates or its counselorsstructural, attorneysmechanical, accountants or consultantsgeotechnical and environmental inspections and tests, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hoursother inspections, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expensesstudies, or the obligation to undertake any liability or other obligations to or tests reasonably required by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the samePurchaser; provided, however, that Purchaser may not conduct any invasive testing without Seller’s prior consent (which consent may be withheld in Seller’s sole and absolute discretion) and Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser during all activities conducted at the Property. All access shall be subject to any rights of ChemNavigator (the “Existing Building F Subtenant”) under that certain sublease dated September 19, 2005, as amended by Amendment No. 1 to Sublease effective as of January 19, 2007, by and between the Existing Building F Subtenant and Seller covering approximately 2,000 square feet in Building F (the “Existing Building F Sublease”). If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. During the pendency of this Agreement, Purchaser and its Representatives whenever they agents, employees, consultants, contractors, subcontractors, lenders and representatives shall have a continuing right of reasonable access to the Property and any office of Seller where the records of the Property are on site on kept or, if Seller designates an office for such records (i.e., a “war room”), then that particular office, with reasonable prior notice, for the Assetspurpose of examining and making copies of all books and records and other materials relating to the Property in Seller’s possession or control (except for Seller’s Personal Documents). During the Due Diligence Period, Purchaser may conduct tenant interviews. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon reasonable prior notice to Seller. In the course of its investigations, Purchaser may make inquiries to third parties, including, without limitation, representatives, contractors, property managers, parties to Fee Service Contracts and municipal, local and other government officials and representatives in accordance with the terms of this Agreement, and Seller consents to such inquiries. Purchaser hereby indemnifies, protects, defends (with counsel reasonably acceptable to Seller) and holds Seller and the Property free and harmless from and against any and all costs, losses, liabilities, damages, lawsuits, judgments, actions, proceedings, penalties, demands, attorneys’ fees, mechanic’s liens, or expenses of any kind or nature whatsoever (“Claims”), to the extent caused by any entry and/or activities upon the Property by Purchaser or Purchaser’s agents, employees, consultants, contractors, subcontractors, lenders and representatives, provided, however, Purchaser shall not indemnify Seller against any Claims caused by Seller’s negligence or willful misconduct, or Claims arising out of conditions that were present before Purchaser entered the Property, except to the extent that Purchaser’s activities (a) are unreasonable in the context of the information provided to Purchaser, or reasonably evident to Purchaser, with respect to such existing conditions, and (b) exacerbate such existing conditions. The foregoing indemnity obligations shall survive the termination of this Agreement and the Closing.

Access. Upon execution (a) Prior to the Closing and subject to applicable Laws, Investor shall be entitled, through its officers, employees and Representatives (including its legal advisors and accountants), to have such access to the properties, management, businesses and operations of the Group Companies and such examination of the books and records of the Group Companies as it reasonably requests in connection with the transactions contemplated by this Agreement until the Closing Date(including Tax Returns and Tax work papers). Any such access and examination shall be conducted on reasonable advance written notice, during regular business hours and under reasonable circumstances and shall be subject to restrictions under applicable Law. Trailblazer shall cause the limitations expressly set forth Group Companies to use their respective commercially reasonable efforts to cause the officers, employees, consultants, agents, accountants, attorneys and other Representatives of the Group Companies to reasonably cooperate with Investor in this Agreementconnection with such access and examination, Seller shall provide Purchaser and each of Investor and its Representatives shall reasonably cooperate with the Group Companies and their respective officers, employees, consultants, agents, accountants, attorneys and other Representatives and shall use their commercially reasonable access efforts to minimize any disruption to the Assets operated by Seller business. Notwithstanding anything herein to the contrary, no such access or any of its Affiliates and access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only examination shall be permitted to the extent that Seller may do so without (a) violating applicable Lawsit would, (b) violating as determined by Trailblazer upon advice of counsel, require any of the Group Companies to disclose information subject to attorney client privilege or conflict with any confidentiality obligations to which any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the sameGroup Company is bound; provided, however, that Seller Trailblazer shall have no liability cause the Group Companies to Purchaser (or otherwise be in breach of this agreement) for failure use their respective commercially reasonable efforts to obtain such operator’s permission, (ii) obtain a waiver of any such confidentiality obligations owed upon Investor’s reasonable prior written request. Notwithstanding anything to the contrary contained herein, (x) without the prior written consent of Trailblazer (which consent may not be unreasonably withheld, conditioned or delayed), Investor shall not, and shall cause its officers, employees, legal advisors, consultants, agents, accountants and other Representatives not to, contact any supplier, customer, independent contractor, landlord, lessor, bank, any Person with whom any Group Company has or has had a business relationship or other lender or Representative of or to the Group Companies with respect to any Third Parties Group Company or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee transactions contemplated by this Agreement; provided that Trailblazer shall have the right to accompany Purchaser have one or more Representatives present during any such contact in the event that it consents to such contact, and (y) neither Investor nor its Representatives whenever they are on site shall have any right to perform invasive or subsurface investigations of the properties or facilities of any Group Company without the prior written consent of Trailblazer (which consent may be withheld for any or no reason). Trailblazer does not make any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 5.5(a) and none of Investor and/or any other Person may rely on the Assetsaccuracy of any such information, other than as expressly set forth in Trailblazer’s representations and warranties contained in Article II; provided that no investigation pursuant to this Section 5.5(a) by Investor or its Representatives shall be deemed to modify any of Trailblazer’s representations and warranties contained in Article II. (b) Investor acknowledges that the information provided to Investor in connection with this Agreement and the transactions contemplated hereby is subject to the terms of the Mutual Confidentiality and Non-Disclosure Agreement between Groupon and KKR Asia Limited, a Hong Kong Company, dated as of December 18, 2014 and the Mutual Confidentiality and Non-Disclosure Agreement between Groupon and Anchor Equity Partners (Asia) Ltd., dated as of November 24, 2014, as either of such agreements may be amended or supplemented, the terms (including of any amendments or supplements) of which are incorporated herein by reference.

Access. Upon execution (a) Subject to applicable Law and in accordance with the Confidentiality Agreement, upon reasonable notice, each of this Agreement until the Closing DateSunGard Entities, subject with respect to the limitations expressly set forth in Business only, and the Company Entities, shall, throughout the period prior to the earlier of the Effective Time or the termination of this Agreement, Seller shall provide Purchaser afford to the Datatel Entities and its their duly authorized Representatives reasonable access to its officers, employees, consultants and representatives and, during normal business hours, in a manner that does not unreasonably interfere with the Assets operated by Seller or any of Business, to its Affiliates and access to its Subsidiaries’ and the right Company Subsidiaries’ officers, properties, Contracts, books, records (including Tax Returns filed and those in preparation, work papers and other materials relating to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the AssetsTaxes, but only to the extent that Seller may do so without (a) violating applicable relating to the Company Entities or the Business), any report, schedule or other document filed or received by it pursuant to the requirements of the federal or state securities Laws, (b) violating any obligations and shall use their respective reasonable efforts to any Third Partycause their respective Representatives to furnish promptly such additional financial and operating data and other information, (c) waiving any legal privilege of Sellerincluding environmental information, any of its Affiliates as to the Business as the Datatel Entities or its counselorstheir duly authorized Representatives, attorneysas the case may be, accountants or consultantsmay reasonably request, and (d) instruct its Representatives to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference cooperate with the operation of the business of Seller Datatel Entities and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s their duly authorized Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the samein their investigation; provided, however, that Seller the foregoing shall have no liability not permit the Datatel Entities or their duly authorized Representatives to Purchaser conduct any invasive or destructive environmental sampling, testing or analysis on the property of the SunGard Entities, the Company or their Subsidiaries. (b) Notwithstanding the foregoing, neither the SunGard Entities, the Company Entities, nor their respective Subsidiaries, as applicable, shall be required to provide any information to the extent that any such Person has reasonably determined that it is legally obligated to keep such information confidential or otherwise not to provide such information or to the extent that such access would be in breach of this agreement) for failure reasonably likely to obtain such operator’s permission, (ii) obtain constitute a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Recordsattorney-client privilege. Each of the Datatel Entities will, and (iii) grant will cause its Subsidiaries to hold, and will direct its and their Representatives to hold, any access to which Seller has and all information received from any of the authority to grant without breaching any restriction binding on Seller. Seller SunGard Entities, directly or its designee shall have indirectly, in confidence in accordance with the right to accompany Purchaser and its Representatives whenever they are on site on the AssetsConfidentiality Agreement.

Access. Upon execution Agent and each Lender and any of this Agreement until their officers, employees and/or agents, at the Closing Dateexpense of Agent or such Lender, subject as the case may be (unless there shall exist an Event of Default, in which event all costs and expenses shall be borne by Borrower), shall have the right, exercisable as frequently as Agent or any Lender reasonably determines to be appropriate, during normal business hours (or at such other times as may reasonably be requested by Agent or any Lender) to inspect the limitations expressly set forth in this Agreement, Seller shall provide Purchaser properties and facilities of Borrower and its Representatives reasonable access Subsidiaries and to the Assets operated by Seller inspect, audit and make extracts from all of Borrower's and its Subsidiaries' records, files and books of account. Borrower shall deliver any document or instrument reasonably necessary for Agent or any Lender, as any of them may request, to obtain records from any service bureau maintaining records for Borrower or its Affiliates Subsidiaries, including, without limitation, computer tapes and access discs owned by Borrower and its Subsidiaries. Borrower shall instruct its and its Subsidiaries' banking and other financial institutions to make available to Agent and each Lender such information and records as Agent and each Lender may reasonably request. In connection with such investigations, Agent and each Lender may interview Borrower's and its Subsidiaries' employees, during normal business hours and as Agent or any Lender may reasonably request, and Borrower and its Subsidiaries agree to make their employees available for such interviews and shall instruct such employees to cooperate with Agent or such Lender for purposes of such investigation. With respect to all of the foregoing, Agent and each Lender shall maintain the confidentiality of any information received and the right contents of all records reviewed by it and shall not disclose any such information or the contents of any such records to copyany Person other than (i) to Agent's or such Lender's accountants or attorneys, at Purchaser’s sole expensein which event such accountants or attorneys shall similarly agree not to disclose such information or the contents of such records, (ii) to a potential purchaser of a Note or participant in the Records Loans, in Seller’s which event such potential purchaser or participant shall similarly agree not to disclose such information or the contents of such records, (iii) except as provided in subparagraph (iv) below, upon the occurrence and continuance of an Event of Default, in which event the recipient thereof shall similarly agree not to disclose such information or the contents of such records, (iv) in connection with the exercise of any remedies of Agent or any of its Affiliates’ possession or control for Lender, as the purpose of conducting a confirmatory review of the Assetscase may be, but only to the extent that Seller may do so without (a) violating applicable Laws, (b) violating under any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, Collateral Document and (dv) to the extent that Seller has authority to grant any such access without breaching any restriction binding on Seller. Such access disclosure is required by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the Assetslaw.

Access. Upon execution of this Agreement until (a) From and after the Closing Date, subject in connection with any reasonable business purpose, including the preparation of Tax Returns, financial statements, SEC or bank regulatory reporting obligations, or the determination of any matter relating to the limitations expressly set forth in this Agreement, Seller shall provide Purchaser and its Representatives reasonable access to the Assets operated by rights or obligations of Seller or any of its Affiliates under any Transaction Agreement, upon reasonable prior notice, and access except as determined in good faith to and the right be necessary to copy, at Purchaser’s sole expense, the Records in Seller’s or (i) ensure compliance with any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) violating applicable LawsLaw, (bii) violating preserve any obligations to applicable privilege (including the attorney-client privilege), or (iii) comply with any Third Partycontractual confidentiality obligations, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultantsParent shall, and shall cause each of Buyer, Company, Company Subsidiary and their respective Affiliates, and their respective Representatives to (dA) to afford the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s and its Representatives and their respective Affiliates reasonable access, during normal business hours, to the properties, books and Purchaser’s investigation shall be conducted records of Buyer and its Affiliates in a manner that reasonably minimizes interference with respect of Company, Company Subsidiary and the operation of the business of Business, (B) furnish to Seller and any applicable Third Party operator. Subject its Representatives and their respective Affiliates such additional financial and other information regarding Company, Company Subsidiary, their respective Affiliates and the Business as Seller or its Representatives may from time to the terms of this Agreement, all investigations time reasonably request and due diligence conducted by Purchaser or any of Purchaser’s (C) make available to Seller and its Representatives shall be conducted and their respective Affiliates at PurchaserSeller’s sole costexpense those employees of Buyer or its Affiliates whose assistance, risk and expense and expertise, testimony, notes or recollections or presence may be necessary to assist Seller, its Representatives or their respective Affiliates in connection with its inquiries for any conclusions made from any examination done by Purchaser purpose referred to above, including the presence of such persons as witnesses in hearings or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission trials for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the samesuch purposes; provided, however, that Seller such investigation shall have no liability not unreasonably interfere with the business or operations of Buyer or any of its Affiliates; and provided, further, that the auditors and accountants of Buyer or its Affiliates shall not be obligated to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed make any work papers available to any Third Parties or establish any necessary confidential relationships Person except in accordance with Third Parties reasonably required such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to allow Purchaser to view and access the Records, and (iii) grant any such access to which Seller has work papers in form and substance reasonably acceptable to such auditors or accountants. (b) If so requested by Buyer or Parent, on the authority to grant without breaching any restriction binding on Seller. one hand, or Seller or one of its designee Affiliates, on the other hand, Seller or one of its Affiliates, or Buyer, Parent or one of their respective Affiliates, as the case may be, shall have the right to accompany Purchaser enter into a customary joint defense agreement or common interest agreement with Parent, Buyer and their respective Affiliates, or Seller and its Representatives whenever they are on site on the AssetsAffiliates, as applicable, with respect to any information to be provided to Seller pursuant to Section 7.01(a).

Access. Upon execution of this Agreement until Subject to applicable Law, the Closing DateCompany shall, subject and shall cause the other Acquired Companies and their respective Representatives to the limitations expressly set forth in this Agreement, Seller shall provide Purchaser afford Parent and its Representatives reasonable access access, during normal business hours throughout the period prior to the Assets operated Effective Time, to its properties, books, Contracts and records and, during such period, the Company shall (and shall cause the other Acquired Companies and their respective Representatives to) furnish promptly to Parent and its Representatives all information concerning the Acquired Companies’ business, properties and personnel as may reasonably be requested, provided that no investigation pursuant to this Section 7.6 shall affect or be deemed to modify any representation or warranty made by Seller the Company, and provided, further, that the foregoing shall not require such party (a) to permit any inspection, or to disclose any information, that in the reasonable judgment of Company, would result in the disclosure of any trade secrets of third parties or violate any of the Acquired Companies’ obligations with respect to confidentiality if the Company shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure or to seek reasonable alternative means for the sharing of such information or (b) to disclose any privileged information of such party or any of its Affiliates and access Subsidiaries. All requests for information made pursuant to and this Section 7.6 shall be directed to an executive officer of the right Company or such Person as may be designated by such executive officer, as the case may be. All such information shall be governed by the terms of the Confidentiality Agreement. Prior to copy, at Purchaser’s sole expensethe Effective Time, the Records in Seller’s or any Company shall, and shall cause the Representatives of its Affiliates’ possession or control for the purpose of conducting a confirmatory review each of the AssetsAcquired Companies to, but only permit Parent’s officers and other Representatives to the extent that Seller may do so without (a) violating applicable Lawsmeet, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, upon reasonable notice and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s during normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation chief financial officer and other officers of the business Company to discuss such matters as Parent may deem necessary or appropriate. Without limiting the generality of Seller any of the foregoing, but subject to applicable United States and any applicable Third Party operator. Subject foreign antitrust and competition Laws, prior to the terms Effective Time, the Company shall promptly provide Parent with copies of: (a) all material operating and financial reports prepared by the Acquired Companies for the Company’s senior management, including: (i) copies of this Agreementthe unaudited monthly consolidated balance sheets of the Acquired Companies and the related unaudited monthly consolidated statements of operations, all investigations statements of stockholders’ equity and due diligence conducted statements of cash flows; and (ii) copies of any marketing plans, development plans, write-off reports, hiring reports and capital expenditure reports prepared for the Company’s senior management; (b) any written materials or communications sent by Purchaser or on behalf of the Company to its stockholders; (c) any material notice, document or other communication (other than any communication that relates solely to routine commercial transactions and that is of the type sent in the ordinary course of business) sent by or on behalf of any of the Acquired Companies to any party to any Company Contract that constitutes a Material Contract or sent to any of the Acquired Companies by any party to any Company Contract that constitutes a Material Contract; (d) any notice, report or other document filed with or sent to any Governmental Entity on behalf of any of the Acquired Companies in connection with the Merger or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole costthe other Contemplated Transactions; and (e) any material notice, risk and expense and report or other document received by any conclusions made of the Acquired Companies from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the AssetsGovernmental Entity.

Access. Upon execution The Contributors will afford to the Partnership and its counsel, financial advisors, auditors and other authorized representatives (“Representatives”) reasonable access to the Contributors’ and the Companies’ financial, title, tax, corporate and legal materials and operating data and information available as of this Agreement until the date hereof and which becomes available to the Contributors at any time prior to the Closing Date, subject and will furnish to the limitations expressly set forth in Partnership such other information as it may reasonably request, unless any such access and disclosure would violate the terms of any agreement to which the Contributors and the Companies are bound or any applicable law or regulation, or jeopardize the availability of any privilege. The Contributors will use their reasonable best efforts to secure all requisite consents for the examination by the Partnership and their Representatives of all information covered by confidentiality agreements and will promptly communicate to the Partnership or its Representatives the substance of any such information, whether by redacting parts thereof or otherwise, so that disclosure would not violate any such confidentiality agreement or cause the loss of the privilege with respect thereto, and otherwise shall make all reasonable and appropriate substitute disclosure arrangements. The Contributors will cause the Companies to allow the Partnership access to and consultation with the lawyers, accountants, and other professionals employed by or used by the Companies for all purposes under this Agreement. Any such consultation shall occur under circumstances appropriate to maintain intact the attorney-client privilege as to privileged communications and attorney work product. Additionally, Seller shall provide Purchaser the Contributors will afford to the Partnership and its Representatives reasonable access to the Assets operated by Seller or any books and records of its Affiliates the Contributors insofar as they relate to property, accounting and access to and tax matters of the right to copy, at Purchaser’s sole expenseCompanies. Until the Closing Date, the Records in Seller’s confidentiality of any data or any of information so acquired shall be maintained by the Partnership and its Affiliates’ possession or control for Representatives. Further, the purpose of conducting a confirmatory review of the Assets, but only Contributors will afford to the extent that Seller may do so without (a) violating applicable LawsPartnership and its Representatives reasonable access from the date hereof until the Closing Date, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s during normal business hours, to the Companies’ assets and Purchaser’s investigation properties; provided that such access shall be conducted in a manner that reasonably minimizes interference with at the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition risk of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the AssetsPartnership.

Access. Upon execution of this Agreement From the date hereof until the Closing Date, subject Seller shall cause the SRLP Entities to provide Acquiror and its Affiliates and Representatives with reasonable access during normal business hours and upon reasonable notice to (i) the offices, properties, books and records of the SRLP Entities; provided that such access does not unreasonably interfere with the normal operations of any of the SRLP Entities and (ii) information related to the limitations expressly financial or Tax records of SRLP Entities, including Tax Returns (including any supporting documents), elections, Contracts, schedules, officer’s certificates, analyses, memoranda, tax opinions, and any other information in the SRLP’s possession, in each case, as may be reasonably requested by Acquiror to assess that SRLP satisfies the exception for partnerships that meet the “qualifying income” requirement in Section 7704(c) of the Code. The information provided pursuant to this Section 6.1 shall constitute Information (as defined in the Confidentiality Agreement) under the Confidentiality Agreement. Nothing set forth in this AgreementAgreement shall require Seller to, Seller shall provide Purchaser or to cause any SRLP Entity to, (a) allow Acquiror and its Affiliates or Representatives reasonable access to the Assets operated by Seller or any of to, and Acquiror and its Affiliates and access Representatives shall not, conduct any sampling, boring drilling or other invasive investigation activities with respect to and the right to copysoil, at Purchaser’s sole expensegroundwater or other media, the Records in Seller’s or including any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) violating applicable LawsPhase II Environmental Site Assessments, (b) violating provide Acquiror and its Affiliates or Representatives with any obligations to any Third Partyinformation regarding Seller’s businesses, assets, financial performance or condition or operations not involving the SRLP Entities, or (c) waiving provide access to or disclose information where such access or disclosure would jeopardize any legal attorney-client privilege of Sellerotherwise applicable with respect to such information or contravene any Law, any of its Affiliates fiduciary duty or its counselors, attorneys, accountants or consultants, and (d) binding agreement entered into prior to the extent that Seller has authority to grant date hereof by the SRLP Entity providing such access without breaching any restriction binding on Sellerinformation. Such access by Purchaser shall be limited to Seller’s normal business hoursAcquiror shall, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s its sole cost, risk cost and expense and without any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review cost and judgment. expense to Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect SRLP Entities, restore the condition properties and assets of the same; provided, however, that Seller shall have no liability SRLP Entities to Purchaser (or otherwise be at least the same condition they were in breach prior to the commencement of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access provided to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser Acquiror and its Representatives whenever they are on site on the AssetsAffiliates and Representatives, including repair of any damage done or resulting from such access.

Access. Upon execution of this Agreement until the Closing Date, subject Subject to applicable Law relating to the limitations expressly set forth in this Agreementsharing of information, Seller upon reasonable notice, and except as may otherwise be required by applicable Law, NYSE Euronext, on the one hand, and NASDAQ OMX and ICE, on the other hand, shall provide Purchaser (and each shall cause its Representatives reasonable access Subsidiaries to) afford to the Assets operated other’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) reasonable access, during normal business hours throughout the period prior to the Effective Time, to its properties, books, contracts and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel as may reasonably be requested; provided, that no investigation pursuant to this Section 4.5 shall affect or be deemed to modify any representation or warranty made by Seller any Party; provided, further, that the foregoing shall not require any of NYSE Euronext, NASDAQ OMX or ICE (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the disclosing Party would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if such disclosing Party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of itself or any of its Affiliates and access Subsidiaries, (iii) in the case of NYSE Euronext, (x) to and the right permit any inspection, or to copydisclose any information relating to any regulatory enforcement, at Purchaser’s sole expense, the Records in Seller’s investigations or inquiries conducted by NYSE Euronext or any of its Affiliates’ possession Subsidiaries or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, other regulatory activities conducted by NYSE Euronext or any of its Affiliates Subsidiaries that the Chief Executive Officer of NYSE Euronext Regulation, Inc. determines, in his or its counselorsher sole discretion, attorneysis confidential and inappropriate to disclose to such Parent, accountants or consultants, and (dy) to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by NYSE Euronext Stock Exchange LLC or NYSE Euronext Arca, Inc. or any other regulatory activities that the extent Chief Executive Officer of NYSE Euronext Regulation, Inc. determines, in his or her sole discretion, is confidential and inappropriate to disclose to such Parent, (iv) in the case of NASDAQ OMX, (x) to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries or any other regulatory activities conducted by [APPROPRIATE NASDAQ OMX ENTITIES], if the [Chief Executive Officer][OTHER APPROPRIATE PARTY] of the [APPROPRIATE NASDAQ OMX ENTITIES] determines, in his or her sole discretion, that Seller has authority such information is confidential and inappropriate to grant disclose to NYSE Euronext, or (y) to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by the [APPROPRIATE NASDAQ OMX ENTITIES], if [Chief Executive Officer][OTHER APPROPRIATE PARTY] of the [APPROPRIATE NASDAQ OMX ENTITY] determines, in his or her sole discretion, that such access without breaching information is confidential and inappropriate to disclose to NYSE Euronext, or (v) in the case of ICE, (x) to permit any restriction binding on Sellerinspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries or any other regulatory activities conducted by [APPROPRIATE ICE ENTITIES], if the [Chief Executive Officer][OTHER APPROPRIATE PARTY] of the [APPROPRIATE ICE ENTITIES] determines, in his or her sole discretion, that such information is confidential and inappropriate to disclose to NYSE Euronext, or (y) to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by the [APPROPRIATE ICE ENTITIES], if [Chief Executive Officer][OTHER APPROPRIATE PARTY] of the [APPROPRIATE ICE ENTITY] determines, in his or her sole discretion, that such information is confidential and inappropriate to disclose to NYSE Euronext. Such access by Purchaser All requests for information made pursuant to this Section 4.5 shall be limited directed to Seller’s normal business hoursan executive officer of NYSE Euronext, and Purchaser’s investigation NASDAQ OMX or ICE, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such Party. All such information shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to governed by the terms of this the Confidentiality Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the Assets.

Access. Upon execution of this Agreement until From the date hereof through the Closing Date, subject to the limitations expressly set forth in this Agreement, Seller Companies and the AEC Subsidiary shall provide Purchaser Buyer and its Representatives authorized agents, officers and representatives reasonable access to the Assets operated by Seller or any of its Affiliates and access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) violating applicable Lawstheir books, files and records (including such records as related to the financial affairs, Business Operations and Business Employees of the Companies and the AEC Subsidiary), (b) violating any obligations to any Third Partytheir Real Property and its associated facilities, equipment and other properties, (c) waiving any legal privilege data, information or copies of Sellerdocuments with respect to any Governmental Authorization, Release, Remediation, Environmental Liability or Environmental Claim with respect to the Companies and AEC Subsidiary that was made available to the insurer and underwriter for the Environmental Insurance Policy (excluding any information with respect to the pricing of its Affiliates such Environmental Insurance Policy) and which is different from or its counselors, attorneys, accountants or consultants, additional to the information and documentation provided by Seller to Buyer pursuant to other provisions of this Agreement and (d) the other data and information and copies of documents with respect to the extent Business Operations as Buyer and its agents shall from time to time reasonably request for examination, investigation and assessment as determined by Buyer in its sole discretion; provided, however, that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser examinations and investigations and assessments shall be limited to Sellerconducted during the Companies’ and the AEC Subsidiary’s normal business hours, with reasonable advance notice to and Purchaser’s investigation coordination with ▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇, shall be conducted in a manner that reasonably minimizes interference not unreasonably interfere with the operation operations and activities of the business Companies or the AEC Subsidiary, and in no event shall involve the performance of Seller subsurface or other intrusive testing; provided, further, that neither Buyer nor any of its Affiliates, nor any of their respective employees, counsel, accountants, consultants, financing sources and their respective representatives, shall contact any applicable Third Party operatorcompetitor, supplier, distributor or customer of the Companies or the AEC Subsidiary for the purpose of discussing the Companies, the AEC Subsidiary or any aspect of their respective Business Operations or Seller, this Agreement or the transactions contemplated hereby without the prior written consent of Seller. Subject Notwithstanding the foregoing or anything contained herein to the terms contrary, Buyer and its authorized agents, officers and representatives shall not be permitted or entitled to examine any materials without the Companies’ prior written consent, when in the good faith judgment of this Agreementthe Companies, all (x) such materials may be protected by the attorney-client privilege, (y) such examination could contravene any Law, fiduciary duty or binding agreement entered into prior to the date hereof, or (z) such event could jeopardize the Companies’ or the AEC Subsidiary’s relationships with their respective customers, suppliers and other applicable third parties. All investigations and due diligence conducted by Purchaser Buyer or any of Purchaser’s Representatives its representatives shall be conducted at PurchaserBuyer’s sole cost, risk and expense and Buyer shall indemnify and hold Seller Indemnified Parties, the Companies and the AEC Subsidiary harmless from and against any conclusions made and all costs and expenses (including reasonable attorneys’ fees) resulting from any examination done by Purchaser or any of PurchaserBuyer’s Representatives shall result from Purchaser’s own independent review due diligence and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the Assetsinvestigations.

Access. Upon Commencing upon the execution of this Agreement until the Closing Date, subject to the limitations expressly set forth in this Agreementby Buyer and Seller, Seller shall provide Purchaser and its Representatives reasonable allow (or cause to be allowed) Buyer or Buyer’s agents, employees, contractors, lenders or representatives access to the Assets operated Property for purposes of any non-intrusive physical or environmental test, study or inspection of the Property and, to the extent copies are not provided to Buyer by Seller or pursuant to Section 6.1, review and copying of Seller’s books and records relating to the Membership Interests and the Property and any of its Affiliates the documents described in Section 6.1 above. Buyer shall also be permitted to review such other matters necessary in the discretion of Buyer to evaluate and access to analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof (provided, however that Buyer's right to copyreview such other matters shall not be deemed to increase Seller's obligation to provide documents as required under Section 6.1, at Purchaser’s sole expenseSection 21.1 or Section 21.1, or access as required under this Section 6.2). Buyer shall not conduct or authorize any physically intrusive testing of, on, or under the Records in Property without first obtaining Seller’s consent as to the timing and scope of work to be performed, which consent shall not be unreasonably withheld, conditioned or delayed. Prior to any entry onto the Property for purposes of its Affiliates’ possession inspection or control testing (as opposed to solely for review of materials provided under Section 6.1 above), Buyer shall provide Seller with evidence that Buyer maintains liability insurance with coverage in an amount not less than $2,000,000 and that each of Seller and Property Owner has been named as an additional insured under such insurance. Seller hereby acknowledges and agrees that Buyer or Buyer’s representatives may communicate with any governmental authority or quasi-governmental authority for the purpose of conducting a confirmatory review of gathering information in connection with the AssetsMembership Interests, but only to the extent that Seller may do so without (a) violating applicable LawsProperty or the Seller, (b) violating any obligations to any Third Partyor the transaction contemplated by this Agreement. Buyer agrees that, (c) waiving any legal privilege until Closing occurs, all of Seller’s Deliveries will be kept confidential by Buyer and its affiliates except for Permitted Disclosures (as hereinafter defined); provided that Buyer and its affiliates may disclose information from Seller’s Deliveries to their respective employees, any of its Affiliates or its counselorsagents, representatives, accountants, attorneys, accountants consultants or consultantscontractors in connection with its evaluation of the Property and Membership Interest and to any bank or lending institution (or underwriter or servicer therefor) that Buyer requests to provide financing for the Property or the Membership Interests, so long as Buyer informs the person to whom the disclosure is made of the confidential nature of such information and of Buyer's obligations in that respect under this Agreement and directs the person to whom the disclosure is made to treat such information confidentially and not to disclose such information to any person other than as authorized by this Section 6.2. Seller hereby expressly recognizes the need to disclose, and (d) agrees to the extent disclosure of, certain aspects of this transaction to Buyer's (or Buyer's affiliate's) employees, agents, representatives, accountants, attorneys, consultants or contractors in connection with its evaluation of the Property and Membership Interest and to any bank or other lending institution (or underwriter or servicer therefor) that Seller has authority Buyer requests to grant provide financing for the Property or the Membership Interests. Buyer is not responsible for the actions of third parties as to the disclosure of confidential information, except with respect to its obligation in this paragraph to inform such access without breaching any restriction binding on Sellerpersons of the confidentiality of such information. Such access by Purchaser Except as provided in the preceding sentences of this paragraph, the existence and contents of this Agreement and the negotiations of parties with respect to the possible sale and purchase of the Membership Interests shall be limited kept confidential and shall not be disclosed to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but third parties without the obligation to incur consent of both parties hereto, except for any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to disclosure (i) obtain permission for Purchaser that may be required by law to gain access from be made to any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; providedapplicable governmental or quasi-governmental authorities or any other person or entity, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain of information otherwise in the public domain (the "Permitted Disclosures"). From and after Closing, either party may issue a waiver press release describing the transaction, provided that neither of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have Buyer may include the right to accompany Purchaser and its Representatives whenever they are on site on identity of the Assetsother party in such press release unless such press release is approved in writing in advance by the other party.

Access. Upon execution From the date of this Agreement until the Closing Date, subject Seller shall afford to Purchaser and the Purchaser's officers, directors, employees, representatives, and agents (including investment bankers, attorneys, and accountants) (collectively, "Representatives") reasonable access (during normal business hours) to all of Seller's, and Seller's Subsidiaries', books, records, files, documents, and Company Agreements relating to the limitations expressly set forth in this AgreementBusiness and, during such period, Seller and each of Seller's Subsidiaries shall furnish promptly to Purchaser such other information including copies of books, records, files, documents, and Seller Agreements, concerning the Business and all related properties and personnel as Purchaser may request; provided, that Purchaser and Purchaser's Representatives will conduct all such inspections in a reasonable manner. Seller and Seller' Subsidiaries shall provide Purchaser and Purchaser's Representatives with reasonable access during normal business hours to Seller's officers and senior operating personnel (collectively, the "Business Executives") and such Business Executives shall reasonably cooperate with Purchaser and Purchaser's Representatives and provide Purchaser and Purchaser's Representatives with such information regarding the Business, the Acquired Assets, and the Assumed Liabilities as may be reasonably requested. Seller shall in addition use its reasonable efforts to provide Purchaser and Purchaser's Representatives reasonable with access to the Assets operated by Seller or any of its Affiliates and access to and the right to copyRepresentatives, at Purchaser’s sole expensecommercial bankers, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assetsactuaries, but only to the extent that Seller may do so without (a) violating applicable Lawstrustees, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultantsoutside Plan administrators, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business consultants of Seller and any applicable Third Party operator. Subject Seller's Subsidiaries and to use its best efforts to cause such Representatives, commercial bankers, actuaries, trustees, outside Plan administrators and consultants to provide Purchaser and Purchaser's Representatives with such information regarding the terms of this AgreementBusiness, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the RecordsAcquired Assets, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the AssetsAssumed Liabilities as may be reasonably requested.

Access. Upon execution Between the date of this Agreement until and the Closing Date, subject to the limitations expressly set forth in this AgreementClosing, Seller shall provide Purchaser give to Buyer, its officers, agents, employees, counsel, accountants, engineers and its Representatives other representatives, reasonable access to the Assets operated by Seller or any of its Affiliates premises and access books and records relating to and the right to copySystem and, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) violating applicable Lawspermitted by Law, (b) violating any obligations cause Seller’s employees to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) furnish to Buyer such information related to the extent System as Buyer shall from time to time reasonably request for the purposes of preparing for the transition of the System to Buyer or any other reasonable purpose relating to the transactions contemplated by this Agreement, including strand mapping that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, is performed in an unintrusive manner and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with does not affect the operation or performance of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the sameSystem; provided, however, that Seller any such investigation shall have be conducted (a) during normal business hours and (b) in such a manner as not to interfere with the operation of the System. Notwithstanding the foregoing, (i) no liability to Purchaser (environmental sampling or otherwise other testing may be performed without Seller’s prior written consent, which consent may be given or withheld in breach of this agreement) for failure to obtain such operatorSeller’s permissionsole discretion, and (ii) obtain Buyer will not contact any employee, independent contractor, customer or supplier of Seller with respect to this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld, provided that the preceding limitation shall not apply to reasonable contacts made by Buyer with independent contractors and suppliers of Seller if such contacts do not interfere with or negatively affect the conduct of the Business or the operation of the System. Buyer agrees to indemnify and hold Seller harmless in full from and against all losses, liabilities, damages, costs, assessments, fines, interest, penalties, deficiencies and other obligations and expenses (including customer claims, losses of subscribers, termination of services and reasonable out-of-pocket attorneys’ fees and expenses) (collectively, “Losses”) arising out of any testing and sampling by Buyer to which Seller may consent to pursuant to this Section 7.1. Buyer agrees that any Losses suffered by Seller as contemplated by the previous sentence shall not: (i) constitute a waiver breach by Seller of confidentiality obligations owed any of its representations, warranties or covenants under this Agreement or any Ancillary Agreement; (ii) cause the failure of any closing condition set forth in Article X to any Third Parties be met; or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant cause, or be the basis for, any access adjustment to which Seller has the authority Cash Payment set forth in Section 4.3 (including due to grant without breaching any restriction binding on Sellerloss of subscribers). Seller or its designee shall have Buyer acknowledges that any information made available to Buyer pursuant to this Section 7.1 is subject to the right to accompany Purchaser terms of the Non-Disclosure Agreement and its Representatives whenever they are on site on the AssetsSection 8.3.

Access. Upon Promptly upon execution of this Agreement until Agreement, but not later than two (2) Business Days after the Closing Execution Date, subject to the limitations expressly set forth in this Agreement, Seller shall provide Purchaser Buyer and its Representatives Buyer’s authorized representatives (i) reasonable access physical access, at Buyer’s sole risk, cost and expense, to the Assets operated by Seller or any of its Affiliates and access to and the right allow Buyer to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review conduct on-site Phase I environmental site assessments of the Assets, but only to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority the right to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited (and if Seller does not have the right to Seller’s normal business hoursgrant such access, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts to obtain any consents necessary to enable Buyer and Buyer’s representatives such access), and (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Sellerii) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets the Records and other Assets, to inspect the condition of extent such data and records are in Seller’s or its Affiliate’s or representatives’ possession or control and relate to the sameAssets; provided, however, that Seller shall have no liability obligation to Purchaser provide Buyer access to any interpretative or predictive data or information which Seller believes in good faith it cannot lawfully provide Buyer because of third-party restrictions (to the extent any such data or otherwise be in breach of this agreement) for failure information is proprietary or subject to third-party restrictions, Seller will use commercially reasonable efforts to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any consents necessary confidential relationships with Third Parties reasonably required to allow Purchaser Buyer to view review such data or information). In connection with any on-site inspections, Buyer agrees to not unreasonably interfere with the normal operation of the Assets and access further agrees that under no circumstances shall it perform any invasive tests of any nature on the RecordsAssets without the express written consent of Seller, such consent of Seller not to be unreasonably withheld or delayed, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Sellerapplicable third Person operator. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the AssetsIN CONNECTION WITH GRANTING SUCH ACCESS, AND EXCEPT TO THE EXTENT THAT SUCH CLAIMS ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY MEMBER OF THE SELLER GROUP, BUYER WAIVES AND RELEASES ALL CLAIMS AGAINST SELLER GROUP FOR INJURY TO, OR DEATH OF PERSONS, OR DAMAGE TO PROPERTY INCURRED OR DIRECTLY CAUSED BY BUYER OR ITS REPRESENTATIVES IN CONNECTION WITH THE PERFORMANCE OF THIS DILIGENCE AND BUYER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER GROUP FROM AND AGAINST ALL SUCH CLAIMS.

Access. Upon execution (a) To the extent permitted by applicable Law, between the date of this Agreement until and the Closing Date, subject to the limitations expressly set forth in this AgreementSeller will, Seller shall provide Purchaser during ordinary business hours and its upon reasonable notice, (i) give Buyer and Buyer’s Representatives reasonable access to the Assets operated Purchased Assets; (ii) permit Buyer to make such reasonable inspections thereof as Buyer may reasonably request; (iii) furnish Buyer with such financial and operating data and other information with respect to the Business as Buyer may from time to time reasonably request; and (iv) furnish Buyer with a copy of each material report, schedule, or other document principally relating to the Business filed or submitted by Seller with, or received by Seller from, any Governmental Entity; provided, however, that (A) any such investigation will be conducted in such a manner as not to interfere unreasonably with the operation of the Business or any other Person; (B) Seller shall not be required to take any action which would constitute or result in a waiver of the attorney-client privilege; and (C) Seller shall not be required to supply Buyer with any information which Seller is under a legal obligation not to supply. Buyer will indemnify and hold harmless Seller from and against any Losses incurred by Seller, its Affiliates and or their Representatives by any action of Buyer or Buyer’s representatives while present on any of the Purchased Assets or other premises to which Buyer is granted access hereunder (including restoring any such premises to the condition substantially equivalent to the condition such premises were in prior to any such investigation). Notwithstanding anything in this Section 7.2 to the contrary, (x) Buyer will not have access to personnel and medical records if such access could, in Seller’s good faith judgment, subject Seller to risk of liability or otherwise violate the Health Insurance Portability and Accountability Act of 1996 and (y) any investigation of environmental matters by or on behalf of Buyer will be limited to visual inspections and site visits commonly included in the scope of “Phase 1” level environmental inspections, and Buyer will not have the right to copyperform or conduct any other sampling or testing at, at Purchaser’s sole expensein, the Records in Seller’s on, or underneath any of the Purchased Assets. (b) For a period of three (3) years after the Closing Date, each Party and its Affiliates’ possession or control for the purpose of conducting a confirmatory review Representatives will have reasonable access to all of the books and records relating to the Business or the Purchased Assets, but only including all Transferred Employee Records, in the possession of the other Party, and to the employees of the other Party, to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Sellermay reasonably be required by such Party in connection with the Assumed Obligations or the Excluded Liabilities, or other matters relating to or affected by the operation of the Business and the Purchased Assets. Such access will be afforded by Purchaser shall be limited to Seller’s the applicable Party upon receipt of reasonable advance notice and during normal business hours, and Purchaser’s investigation shall will be conducted in such a manner that reasonably minimizes interference as not to interfere unreasonably with the operation of the business of Seller any Party or its respective Affiliates. The Party exercising the right of access hereunder will be solely responsible for any costs or expenses incurred by either Party in connection therewith. If the Party in possession of such books and records desires to dispose of any applicable Third Party operator. Subject such books and records prior to the terms expiration of this Agreementsuch three-year period, all investigations such Party will, prior to such disposition, give the other Party a reasonable opportunity at such other Party’s expense to segregate and due diligence conducted by Purchaser or any take possession of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk such books and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or records as such other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the Assetsmay select.

Access. Upon execution (a) Subject to compliance with applicable Laws, the Company shall (i) provide to Parent and to its officers, employees, accountants, consultants, legal counsel, financial advisors and agents, lenders and other representatives (collectively, “Parent Representatives”) reasonable access during normal business hours, throughout the period prior to the earlier of this Agreement until the Closing Effective Time and the Termination Date, subject to the limitations expressly set forth in this Agreement, Seller shall provide Purchaser Company’s and its Subsidiaries’ properties, contracts, commitments, books and records and (ii) furnish to Parent and its Parent Representatives reasonable such financial and operating data and other information as such Parent Representatives may reasonably request (including, but not limited to, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results) and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than directors who are not employees) of the Company and its Subsidiaries to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. The foregoing notwithstanding, the Company shall not be required to afford such access to if it would unreasonably disrupt the Assets operated by Seller operations of the Company or any of its Affiliates and access Subsidiaries, would cause a violation of any agreement to and which the right to copy, at Purchaser’s sole expense, the Records in Seller’s Company or any of its Affiliates’ possession Subsidiaries is a party, would cause a risk of a loss of privilege or control for trade secret protection to the purpose Company or any of conducting its Subsidiaries or would constitute a confirmatory review violation of any applicable Law, nor shall Parent or any of its Parent Representatives be permitted to perform any onsite procedure with respect to any property of the Assets, but only to the extent that Seller may do so without (a) violating applicable Laws, Company or any of its Subsidiaries. (b) violating any obligations Parent hereby agrees that all information provided to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates it or its counselorsParent Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be Evaluation Material, attorneys, accountants or consultantsas such term is used in, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hourstreated in accordance with, the amended and Purchaser’s investigation restated confidentiality agreement, dated as of October 11, 2006, between the Company, Parent and Merger Sub (the “Confidentiality Agreement”); provided, that Parent shall be conducted in a manner that reasonably minimizes interference entitled to share such Evaluation Material with the operation prospective co-investors or limited partners of the business members of Seller Parent and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the sameMerger Sub; providedprovided further, however, that Seller any prospective co-investors or limited partners of the shareholders of Parent to whom Parent provides Evaluation Material shall, prior to receiving such Evaluation Material, agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall have no liability to Purchaser (execute their own confidentiality agreements in identical or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships substantially identical form with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the AssetsCompany.

Access. (a) Upon execution of this Agreement until reasonable notice, the Closing Date, subject to the limitations expressly set forth in this Agreement, Seller Company shall provide Purchaser afford Parent and its Representatives reasonable access access, during normal business hours upon prior notice throughout the period prior to the Assets operated by Seller or any of Effective Time, to the Company’s and its Affiliates Subsidiaries personnel, properties, contracts, filings with Governmental Entities and access to books and the right to copyrecords and, at Purchaser’s sole expenseduring such period, the Records in Seller’s or any of Company shall furnish promptly to Parent all available information concerning its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller business as Parent may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the samerequest; provided, however, that Seller the Company shall have no liability not be required to Purchaser permit any inspection or provide other access, or to disclose any information, that in the reasonable judgment of the Company would: (i) violate any obligation of the Company with respect to confidentiality or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, privacy; (ii) obtain a waiver of confidentiality obligations owed to any Third Parties jeopardize protections afforded the Company under the attorney-client privilege, the attorney work product doctrine or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and similar legal privilege or protection; (iii) grant violate any Legal Requirement or (iv) result in the disclosure of any trade secrets of any third parties, competitively sensitive information, information concerning the valuation of the Company or any of its Subsidiaries or personal information that would expose the Company to the risk of liability; provided that in each case the Company shall inform Parent of the nature of the information being withheld, and shall use its commercially reasonable best efforts to make alternative arrangements that would allow Parent (or its applicable Representative) access to which Seller has the authority such information. All information obtained by or provided to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser Parent and its Representatives whenever pursuant to this Agreement shall be treated as “Evaluation Material” of the Company for purposes of the Confidentiality Agreement. (b) Upon reasonable notice, Parent shall afford the Company and its Representatives reasonable access, during normal business hours upon prior notice throughout the period prior to the Effective Time, to Parent’s and its Subsidiaries personnel, properties, contracts, filings with Governmental Entities and books and records and, during such period, Parent shall furnish promptly to the Company all available information concerning its business as the Company may reasonably request; provided, however, that Parent shall not be required to permit any inspection or provide other access, or to disclose any information, that in the reasonable judgment of Parent would: (i) violate any obligation of Parent with respect to confidentiality or privacy; (ii) jeopardize protections afforded Parent under the attorney-client privilege, the attorney work product doctrine or similar legal privilege or protection; (iii) violate any Legal Requirement or (iv) result in the disclosure of any trade secrets of any third parties, competitively sensitive information, information concerning the valuation of Parent or any of its Subsidiaries or personal information that would expose Parent to the risk of liability; provided that in each case Parent shall inform the Company of the nature of the information being withheld, and shall use its commercially reasonable best efforts to make alternative arrangements that would allow the Company (or its Representatives) access to such information. All information obtained by or provided to the Company and its Representatives pursuant to this Agreement shall be treated as “Evaluation Material” of Parent for purposes of the Confidentiality Agreement. (c) To the extent that any of the information or material furnished pursuant to this Agreement may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege, the parties understand and agree that they are on site on have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the Assetssharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under to the attorney-client privilege, work product doctrine or any other applicable privilege. All such information that is entitled to protection under the attorney-client privilege, work product doctrine or any other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine. (d) No exchange of information or investigation by Parent or its Representatives shall affect or be deemed to affect, modify or waive the representations and warranties of the Company set forth in this Agreement. No exchange of information or investigation by the Company or its Representatives shall affect or be deemed to affect, modify or waive the representations and warranties of Parent set forth in this Agreement.

Access. Upon execution (a) Subject to compliance with applicable Law, the Company shall afford to Parent and its officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives (collectively, “Representatives”) and Parent’s financing sources and their Representatives reasonable access during normal business hours, throughout the period prior to the earlier of this Agreement until the Closing Effective Time and the Termination Date, subject to the limitations expressly set forth in this AgreementCompany’s and its Subsidiaries’ properties, Seller Contracts, commitments, books and records and, during such period, the Company shall, and shall provide Purchaser cause its Subsidiaries to, furnish promptly to Parent and its Representatives reasonable and Parent’s financing sources and their Representatives all information concerning its business, properties and personnel as may reasonably be requested; provided that no investigation pursuant to this Section 6.2 shall be deemed to modify any representation or warranty made by the Company herein. The foregoing notwithstanding, the Company shall not be required to afford such access to or furnish such information if it would unreasonably disrupt the Assets operated by Seller operations of the Company or any of its Affiliates and access Subsidiaries, would unreasonably disrupt or risk materially delaying the Company’s completion of restatements of its historical financial statements, would cause a violation of the confidentiality provisions of any Contract to and which the right to copy, at Purchaser’s sole expense, the Records in Seller’s Company or any of its Affiliates’ possession Subsidiaries is a party, would cause a risk of a loss of privilege or control for would constitute a violation of any applicable Law. At the purpose request of conducting a confirmatory review Parent, through the period prior to the earlier of the AssetsEffective Time and the Acceptance Date, but only the Company shall use its reasonable best efforts (which shall not include any obligation to pay any fee or incur any liability or obligation to any third party) to obtain waivers from person who are parties to Contracts with the Company or its Subsidiaries that contain confidentiality provisions in order for Parent to be provided reasonable access to such Contracts. Without limiting the foregoing, the Company shall keep Parent apprised on a reasonably prompt basis of material developments relating to the extent Restatement and Related Matters and shall provide Parent two (2) Business Days’ advanced notice of the time the Company becomes Current (as defined in Annex I). If at any time the Company believes that Seller may do so without (ait will not achieve the revenue, EBITDA or cash flow projections set forth in the 2007 quarterly plan attached to Section 6.2(a) violating applicable Lawsof the Company Disclosure Schedule, it will promptly notify and consult in good faith with Parent with respect to such anticipated failure to achieve such projections. (b) violating any obligations Parent hereby agrees that all information provided to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates it or its counselorsRepresentatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be Evaluation Material, attorneys, accountants or consultantsas such term is used in, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hourstreated in accordance with, the confidentiality agreement, dated as of September 28, 2006, between the Company and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with Parent (the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this “Confidentiality Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the Assets”).

Access. Upon execution reasonable advance notice, the Company, on the one hand, and Parent, on the other hand, shall, and shall cause each of this Agreement until its Subsidiaries to, (x) afford the Closing Dateother party’s Representatives reasonable access, subject during normal business hours throughout the period prior to the limitations expressly set forth in this AgreementCompany Merger Effective Time, Seller to all properties, facilities, officers, offices and other facilities, and books and records of the Acquired Companies or the Parent Companies, as applicable, and, during such period, the Company or Parent, as applicable, shall provide Purchaser furnish promptly to the other party all readily available information concerning its business, properties, Contracts, assets and liabilities of itself and its Representatives reasonable access Subsidiaries as the other party may reasonably request and (y) permit such inspections as the other party may reasonably require and promptly furnish the other party with such financial and operating data and other information with respect to the Assets operated by Seller or any business, properties and personnel of itself and each of its Affiliates and access to and Subsidiaries as the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller other party may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the samerequest; provided, however, that Seller the Acquired Companies or the Parent Companies, as applicable, shall have no liability not be required to Purchaser permit any inspection or other access, or to disclose any information, that in the reasonable judgment of the Company or Parent, as applicable, could: (a) violate any obligation of the Acquired Companies or otherwise be in breach of this agreementthe Parent Companies, as applicable, with respect to confidentiality, non-disclosure or privacy to a Third Party; (b) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed jeopardize protections afforded to any Third Parties of the Acquired Companies or establish the Parent Companies, as applicable, under the attorney-client privilege or the attorney work product doctrine, and in any necessary confidential relationships such event, the parties hereto will use commercially reasonable efforts to make appropriate substitute disclosure arrangements; (c) violate any Law; or (d) materially interfere with Third Parties reasonably required the conduct of the business of the Acquired Companies or the Parent Companies, as applicable (provided that the Company or Parent, as applicable, shall use commercially reasonable efforts to allow Purchaser for such access or disclosure in a manner that does not result in the events set out in clauses (a) through (d)). No investigation pursuant to view this Section 5.6 shall affect or be deemed to qualify, modify or limit any representation or warranty in this Agreement of any party or any condition to the obligations of the parties. All requests for access pursuant to this Section 5.6 must be directed to the Chief Executive Officer of the Company or Parent, as applicable, or another Person designated in writing by such party. The Company shall cooperate and access participate, as reasonably requested by Parent from time to time and to the Recordsextent consistent with applicable Law, in Parent’s efforts to oversee the integration of the parties’ operations in connection with, and taking effect upon consummation of, the Mergers, including providing such reports on operational or financial matters as Parent may reasonably request (iii) grant any access including customer billing and other data files for the purpose of system integration and testing as well as compensation and payroll data files for the purpose of payroll system integration and testing with respect to which Seller has employees of the authority to grant without breaching any restriction binding on SellerAcquired Companies). Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site The Parent Parties, on the Assetsone hand, and the Company Parties, on the other hand, shall not, and shall cause their respective Representatives not to, contact any customers, suppliers, vendors, service providers, joint venture partners, lessors, lessees, consultants or lenders of the Company or Parent, as applicable, in connection with the Mergers or any of the other Transactions without the Company’s, or Parent’s, as applicable, prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that the Company shall use its reasonable best efforts to allow the Parent Parties to communicate with the Acquired Companies’ property managers (including the Company Management Companies), asset managers and accounting staff, provided that any such communication contemplated by the foregoing sentence shall be arranged by the Company and the Company may have a Representative participate in any such communications.

Access. Upon execution of this Agreement until the Closing Date(a) PayPal shall, subject to the limitations expressly set forth in this Agreementand shall cause its Subsidiaries to, Seller shall provide Purchaser allow eBay and its Subsidiaries and their respective Representatives reasonable access to the Assets operated facilities of PayPal and its Subsidiaries that is necessary for eBay and its Subsidiaries to fulfill their obligations under this Agreement. In addition to the foregoing right of access, PayPal shall, and shall cause its Subsidiaries to, afford eBay, its Subsidiaries and their respective Representatives, upon reasonable advance written notice, reasonable access during normal business hours to the facilities, Information, systems, infrastructure and Personnel of PayPal and its Subsidiaries as reasonably necessary for eBay to verify the adequacy of internal controls over information technology, reporting of financial data and related processes employed in connection with the Services being provided by Seller PayPal or its Subsidiaries, including in connection with verifying compliance with Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; provided, that (i) such access shall not unreasonably interfere with any of the business or operations of PayPal or any of its Affiliates and access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) violating applicable LawsSubsidiaries, (bii) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent if PayPal determines that Seller has authority to grant providing such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and could violate any applicable Third Party operator. Subject to Law or agreement or waive any attorney-client privilege, then the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller Parties shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain permit such access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition in a manner that avoids each of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view harm and access the Recordsconsequence, and (iii) grant any if PayPal determines that providing such access requires a Third Party Approval, such access shall be subject to the receipt of such Third Party Approval. eBay agrees that all of its and its Subsidiaries’ employees shall, and that it shall use commercially reasonable efforts to cause its Representatives’ employees to, when on the property of PayPal or its Subsidiaries, or when given access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller facilities, Information, systems, infrastructure or Personnel of PayPal or its designee shall have Subsidiaries, conform to the right to accompany Purchaser reasonable policies and procedures of PayPal and its Subsidiaries, as applicable, concerning health, safety, conduct and security that are made known or provided to eBay from time to time. (b) eBay shall, and shall cause its Subsidiaries to, allow PayPal and its Subsidiaries and their respective Representatives whenever they are on site reasonable access to the facilities of eBay and its Subsidiaries that is necessary for PayPal and its Subsidiaries to fulfill their obligations under this Agreement. In addition to the foregoing right of access, eBay shall, and shall cause its Subsidiaries to, afford PayPal, its Subsidiaries and their respective Representatives, upon reasonable advance written notice, reasonable access during normal business hours to the facilities, Information, systems, infrastructure and Personnel of eBay and its Subsidiaries as reasonably necessary for PayPal to verify the adequacy of internal controls over information technology, reporting of financial data and related processes employed in connection with the Services being provided by eBay or its Subsidiaries, including in connection with verifying compliance with Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; provided, that (i) such access shall not unreasonably interfere with any of the business or operations of eBay or any of its Subsidiaries, (ii) if eBay determines that providing such access could violate any applicable Law or agreement or waive any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit such access in a manner that avoids each of such harm and consequence, and (iii) if eBay determines that providing such access requires a Third Party Approval, such access shall be subject to the receipt of such Third Party Approval. PayPal agrees that all of its and its Subsidiaries’ employees shall, and that it shall use commercially reasonable efforts to cause its Representatives’ employees to, when on the Assetsproperty of eBay or its Subsidiaries, or when given access to any facilities, Information, systems, infrastructure or Personnel of eBay or its Subsidiaries, conform to the reasonable policies and procedures of eBay and its Subsidiaries, as applicable, concerning health, safety, conduct and security that are made known or provided to PayPal from time to time.

Access. Upon execution Eldorado shall make available to CSBI all information regarding Eldorado that CSBI reasonably may request and shall authorize all reasonable visits to Eldorado's premises with such staff, consultants and experts as CSBI reasonably may request. CSBI agrees to coordinate closely all such activities with Eldorado's President or Chief Financial Officer and to conduct any such inquiries with appropriate discretion and sensitivity to Eldorado's relationships with its employees, customers and suppliers. The Parties acknowledge that certain of the information made available to one another pursuant to this Agreement until Section 5.3 and otherwise in connection with the Closing DateMerger may be confidential, subject proprietary or otherwise nonpublic, and each Party agrees, for itself and for each of Representatives, that it (i) shall hold in confidence all confidential information received by it from or with regard to the limitations expressly set forth in this Agreement, Seller shall provide Purchaser and its Representatives reasonable access to the Assets operated by Seller or any of its Affiliates and access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without other Party (a"Confidential Information") violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permissionSection 5.3, (ii) obtain shall disclose such Confidential Information only to those of its Representatives and, in the case of CSBI, its current or prospective investors and other sources of capital, in each case having a waiver need to know the same for purposes of confidentiality obligations owed to any Third Parties evaluating, negotiating or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access implementing the Recordsfinancing of the Merger, and (iii) grant shall inform each Representative or current or prospective investor to whom Confidential Information is disclosed that such information is confidential and shall obtain from such Representative or investor a confidentiality agreement in substantially the form previously provided by CSBI to Eldorado. Each Party shall remain responsible for any access disclosure of Confidential Information by any of its EXECUTION VERSION Representatives or investors. Each Party further agrees that, upon the request of the other Party given following any termination of this Agreement, it and each of its Representatives either shall return to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser such other Party all Confidential Information received by it and its Representatives whenever they are (including all compilations, analyses or other documents prepared by it that contain Confidential Information) or shall certify that the same has been destroyed. As used herein, Confidential Information shall not include (i) information that is or becomes generally available to the public other than as a result of a breach of this Agreement, (ii) information that the receiving Party demonstrates was known to it on site a non-confidential basis prior to receiving such information from the other Party, (iii) information that the receiving Party develops independently without relying on Confidential Information, and (iv) information that becomes available to the Assetsreceiving Party on a non-confidential basis from another source if the source was not known to be, and not reasonably believed by the receiving Party to be, subject to any prohibition against disclosing such information.

Access. Upon execution of this Agreement until The Sellers will, and the Closing DateSellers will cause the Company Entities to, subject afford to the limitations expressly set forth in this Agreement, Seller shall provide Purchaser Buyer and its Representatives representatives reasonable access access, during normal business hours upon reasonable notice throughout the period prior to the Assets operated by Seller or any of its Affiliates Closing, to the Company Entities’ respective facilities, books, financial information (including working papers and access to and data in the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the AssetsCompanies’ independent public accountants), but only to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, Contracts and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation records of the business of Seller Company Entities and, during such period, will furnish such information concerning the businesses, properties and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition personnel of the sameCompany Entities as the Buyer may reasonably request; provided, however, that Seller shall have no liability to Purchaser that (or otherwise be in breach of this agreementi) for failure to obtain such operator’s permission, investigation will not unreasonably disrupt the Company Entities’ operations; (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably the Company Entities will not be required to allow Purchaser to view and access disclose any information that would jeopardize attorney-client privilege, contravene any applicable Law or violate any agreement binding on any Company Entity as of the Records, date of this Agreement and (iii) grant neither Buyer nor its agents will conduct sampling of the air, soil, surface water or groundwater at any of the Company Entities’ properties without Sellers’ prior written consent. Prior to the Closing, if the Buyer requests a meeting with a Material Customer, then the Sellers shall in good faith consider such request and, upon mutual agreement of the Buyer and the Sellers, the Sellers will, and will cause the Company Entities to, provide the Buyer with access to, and assist, as requested, in facilitating any such meeting, provided that the Owners will be permitted to attend any such meeting. All nonpublic information provided to, or obtained by, the Buyer in connection with the transactions contemplated hereby will be considered “Evaluation Material” for purposes of the Confidentiality Agreement dated June 20, 2016, between the Buyer and the Companies (the “Confidentiality Agreement”), the terms of which Seller has will continue in force until the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have Closing; provided, that the right to accompany Purchaser Buyer and its Representatives whenever they are on site on the AssetsCompanies and the Sellers may disclose such information as may be necessary in connection with seeking necessary consents and approvals as contemplated hereby.

Access. Upon execution Reliant Energy will, and will cause each of this Agreement until its Significant Subsidiaries to, at any reasonable time and from time to time, permit up to six representatives of the Closing DateBanks designated by the Majority Banks, subject or representatives of the Agent, on not less than five Business Days' notice, to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, Reliant Energy and each of its Significant Subsidiaries, and to discuss the general business affairs of Reliant Energy and each of its Significant Subsidiaries with their respective officers and independent certified public accountants (provided Reliant Energy shall be given the opportunity to have a representative present during such discussions); subject, however, in all cases to the limitations expressly set forth in this Agreement, Seller shall provide Purchaser imposition of such conditions as Reliant Energy and its Representatives reasonable access to the Assets operated by Seller or any each of its Affiliates Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the samesecurity; providedprovided further, however, that Seller neither Reliant Energy nor any of its Subsidiaries shall be required to disclose to the Agent, any Bank or any agents or representatives thereof any information which is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third parties. Notwithstanding the foregoing, none of the conditions precedent to the exercise of the right of access described in the preceding sentence that relate to notice requirements or limitations on the Persons permitted to exercise such right shall apply at any time when a Default or an Event of Default shall have no liability to Purchaser (occurred and be continuing. The expense of any exercise by the Agent and the Banks of their rights under this Section 8.2(e) shall not be incurred by Borrower unless a Default has occurred and is continuing at the time of the request or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the Assetsvisit.

Access. Upon execution of this Agreement (a) From the date hereof until the Closing Date, subject to the limitations expressly set forth in this AgreementSeller will (i) give Buyer, Seller shall provide Purchaser its counsel, financial advisors, auditors and its Representatives other authorized representatives reasonable access to the Assets operated by offices, properties, books and records of Seller or any and its Subsidiaries relating to the Business, (ii) furnish to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Business as such Persons may reasonably request, (iii) instruct the employees, counsel and financial advisors of Seller to cooperate with Buyer in its Affiliates investigation of the Business and (iv) permit Buyer reasonable access (on reasonable prior notice and during normal business hours) to and the right to copyrefinery property for, at PurchaserBuyer’s sole cost and expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review installing telecom and data lines necessary to Buyer’s operation of the AssetsPurchased Assets from and after the Closing, but only to the extent provided that Seller may do so without (aA) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, such telecom and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser data lines shall not be limited physically connected to Seller’s normal business hourssystems until at or after the Closing and (B) if the Closing does not occur, Buyer shall (at its sole cost and Purchaser’s expense, including any cost or expense of restoring the property to its prior state) promptly remove (and Seller shall permit Buyer to remove) such telecom and data lines from the Purchased Assets. Any investigation or other action by Buyer or its employees, advisors or representatives pursuant to this Section shall be conducted in a such manner that reasonably minimizes interference as not to interfere unreasonably with the operation conduct of the business of Seller and its Subsidiaries. Notwithstanding the foregoing, Buyer may not under any applicable Third Party operator. Subject circumstances conduct or cause to be conducted any sampling or other invasive investigation of the air, soil, soil gas, surface water, groundwater, building materials or other environmental media at any property related to the terms Seller or its Subsidiaries or the Business, including the Purchased Assets, the Facilities and the Real Property. Buyer bears the risk of this Agreementinjury to any of its employees, advisors or representatives who are provided access to the offices or properties of Seller or its Subsidiaries hereunder, and shall indemnify, defend and hold Seller and its Affiliates harmless for all investigations Damages resulting from Buyer’s or its employees’, advisors’ or representatives’ access to the offices or properties of Seller or its Subsidiaries provided hereunder. (b) On and due diligence conducted after the Closing Date, Seller and its Subsidiaries will afford promptly to Buyer and its agents reasonable access to their respective books of account, financial and other records, information, employees and auditors to the extent necessary or useful for Buyer in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the Business; provided that any such access by Purchaser Buyer shall not unreasonably interfere with the conduct of the business of Seller or any of Purchaser’s Representatives its Subsidiaries. (c) Notwithstanding anything in this Section 5.02 to the contrary, but subject to Section 2.02(o), Buyer shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) not have access to (i) obtain permission for Purchaser personnel records of Seller relating to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (individual performance or otherwise be in breach of this agreement) for failure to obtain such operator’s permissionevaluation records or medical histories, (ii) obtain a waiver materials entitled to legal privilege (or which could jeopardize the attorney-client privilege of confidentiality obligations owed to any Third Parties Seller or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Recordsits Subsidiaries), and (iii) grant any access materials with respect to which Seller has the authority or its Subsidiaries owe an obligation of confidentiality to grant without breaching any restriction binding on a third party or (iv) other information which in Seller. ’s good faith opinion is sensitive or could reasonably be expected to subject Seller or any of its designee Subsidiaries to the risk of liability. The parties shall have endeavor in good faith to make appropriate substitute disclosure arrangements, if practicable, in a manner that does not give rise to any of the right circumstances referred to accompany Purchaser and its Representatives whenever they are on site on in the Assetspreceding sentence.

Access. Upon execution (a) Subject to applicable Laws, during the period from the date of this Agreement until the Closing Date, subject to the limitations expressly set forth in this AgreementClosing, Seller CareOregon shall, and shall provide Purchaser cause the CareOregon Companies to, and the CareOregon Companies shall, authorize and permit SCAN Group and its Representatives representatives (which term shall be deemed to include its independent accountants and counsel) to have reasonable access access, during normal business hours, upon reasonable advance notice and in such manner as will not unreasonably interfere with the conduct of the CareOregon Business, to (i) the Assets operated by Seller or any facilities and assets of its Affiliates and access to CareOregon and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) violating applicable LawsCareOregon Companies, (b) violating any obligations the properties, books and records relating to any Third Partythe CareOregon Business, and (c) waiving any legal privilege the officers of SellerCareOregon and the CareOregon Companies, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) in each case to the extent that Seller has authority necessary or appropriate for the purposes of obtaining any necessary Approvals of or Permits for the transactions contemplated by this Agreement and familiarizing SCAN Group with developments relating to grant the CareOregon Business arising after the date hereof. All requests for access to such access without breaching any restriction binding on Seller. Such access by Purchaser facilities, assets, properties, books, records, officers and other information shall be limited made to Seller’s the representatives who CareOregon shall designate, who shall be solely responsible for coordinating and shall coordinate all such requests and all access permitted hereunder. Any information provided to SCAN Group or its representatives in accordance with this Section 7.1(a) shall be subject to the terms of the Confidentiality Agreement. (b) From and after the date of this Agreement, ▇▇▇▇▇▇▇▇▇▇ shall continue to keep and preserve, and shall cause the CareOregon Companies to keep and preserve, any books and records relating to the CareOregon Business which it or the applicable CareOregon Company maintained prior to the date hereof, including payroll and accounts payable records, whether electronic or in any other form, in accordance with applicable Law and the record retention policy of CareOregon and the CareOregon Companies, a copy of which has been provided to SCAN Group. (c) Subject to applicable Laws, during the period from the date of this Agreement to the Closing, SCAN Group shall, and shall cause the SCAN Companies to, and the SCAN Companies shall, authorize and permit CareOregon and its representatives (which term shall be deemed to include its independent accountants and counsel) to have reasonable access, during normal business hours, upon reasonable advance notice and Purchaser’s investigation in such manner as will not unreasonably interfere with the conduct of the SCAN Business, to (i) the facilities and assets of SCAN Group and the SCAN Companies, (b) the properties, books and records relating to the SCAN Business, and (c) the officers of SCAN Group and the SCAN Companies, in each case to the extent necessary or appropriate for the purposes of obtaining any necessary Approvals of or Permits for the transactions contemplated by this Agreement and familiarizing CareOregon with developments relating to the SCAN Business arising after the date hereof. All requests for access to such facilities, assets, properties, books, records, officers and other information shall be conducted made to the representatives who SCAN Group shall designate, who shall be solely responsible for coordinating and shall coordinate all such requests and all access permitted hereunder. Any information provided to CareOregon or its representatives in a manner that reasonably minimizes interference accordance with the operation of the business of Seller and any applicable Third Party operator. Subject this Section 7.1(c) shall be subject to the terms of the Confidentiality Agreement. (d) From and after the date of this Agreement, all investigations SCAN Group shall continue to keep and due diligence conducted by Purchaser or preserve, and shall cause the SCAN Companies to keep and preserve, any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk books and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without records relating to the obligation to incur any out-of-pocket costs, expenses, SCAN Business which it or the obligation applicable SCAN Company maintained prior to undertake the date hereof, including payroll and accounts payable records, whether electronic or in any liability or other obligations form, in accordance with applicable Law and the record retention policy of SCAN Group and the SCAN Companies, a copy of which has been provided to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the AssetsCareOregon.

Access. Upon execution of this Agreement until After the Closing Date, subject date hereof and prior to the limitations expressly set forth Closing, Sellers agree that HCE-Rockfort shall permit, and Sellers shall, and HCE shall cause HCE-Rockfort to, cause PPO to permit and, with respect to the Power Company, HCE shall cause HCE-Rockfort to exercise the voting, governance and contractual powers available to it to cause, to the extent possible, the Power Company to permit (subject in this Agreementeach case to any contractual, Seller shall provide fiduciary or similar obligation of HCE-Rockfort or any Jamaica Subsidiary), Purchaser and its Representatives reasonable access to the Assets operated by Seller or any of its Affiliates and access to and the right to copyexecutive officers, at Purchaser’s sole expensemanagers, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneyscounsel, accountants or consultantsand other representatives to have reasonable access, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal upon reasonable advance notice, during regular business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms assets, employees, properties, books and records, businesses and operations relating to HCE-Rockfort and the Jamaica Subsidiaries as Purchaser may reasonably request, including cooperating with accounting personnel of this Agreement, all investigations Purchaser seeking to prepare U.S. GAAP financial statements for PPO and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the samePower Company; provided, however, that Seller in no event shall have no liability Sellers, HCE-Rockfort or any Jamaica Subsidiary be obligated to Purchaser provide any access or information (i) if Sellers determines, in good faith after consultation with counsel, that providing such access or otherwise be in information may violate applicable Law, cause Sellers, HCE-Rockfort or any Jamaica Subsidiary to breach of this agreement) for failure a confidentiality obligation to obtain such operator’s permissionwhich it is bound, or jeopardize any recognized privilege available to Sellers, HCE-Rockfort or any Jamaica Subsidiary; or (ii) obtain a waiver to the extent set forth on Schedule 5.3. Purchaser agrees to indemnify and hold Sellers, HCE-Rockfort and the Jamaica Subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of confidentiality obligations owed any representative of Purchaser and any loss, damage to or destruction of any Third Parties property owned by Sellers, HCE-Rockfort or establish the Jamaica Subsidiaries or others (including claims or liabilities for loss of use of any necessary confidential relationships with Third Parties reasonably required property) resulting directly or indirectly from the action or inaction of any of the employees, counsel, accountants, advisors and other representatives of Purchaser during any visit to allow the business or property sites of HCE-Rockfort or the Jamaica Subsidiaries prior to the Closing Date, whether pursuant to this Section 5.3 or otherwise. During any visit to the business or property sites of HCE-Rockfort or the Jamaica Subsidiaries, Purchaser to view and access the Recordsshall, and (iii) grant shall cause its employees, counsel, accountants, advisors and other representatives accessing such properties to, comply with all applicable Laws and all of HCE-Rockfort’s and the Jamaica Subsidiaries’ safety and security procedures and conduct itself in a manner that could not be reasonably expected to interfere with the operation, maintenance or repair of the assets of HCE-Rockfort or such Jamaica Subsidiary. Neither Purchaser nor any access of its representatives shall conduct any environmental testing or sampling on any of the business or property sites of HCE-Rockfort or the Jamaica Subsidiaries prior to which Seller has the authority Closing Date. Each Party shall, and shall cause its Affiliates and representatives to, hold in strict confidence all documents and information furnished to grant without breaching any restriction binding on Seller. Seller or its designee shall have it by another Party in connection with the right to accompany Purchaser and its Representatives whenever they are on site on transactions contemplated by this Agreement in accordance with the AssetsConfidentiality Agreement.

Access. Upon execution During the period from the date of this Agreement until the Closing Date, subject earlier of the valid termination of this Agreement pursuant to Article VIII and the limitations expressly set forth in this AgreementClosing, Seller shall provide Purchaser grant, and cause the Company and the Company’s Subsidiaries, officers, managers, directors, employees, attorneys, accountants and other agents to grant, to Buyer and its authorized Representatives and potential lenders, as well as their respective officers, employees, affiliates and other agents, reasonable access access, during normal business hours and upon reasonable notice, to the Assets operated by Seller or any personnel, properties, financial information, books and records of its Affiliates and access to the Company and the right Company’s Subsidiaries and Seller (to copythe extent related to the Business), at Purchaser’s sole expense, except that Seller and the Records in Seller’s Company may restrict or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only otherwise prohibit such access to the extent that Seller may do so without (a) violating any applicable Laws, Law requires Seller or the Company or any of the Company’s Subsidiaries to restrict or otherwise prohibit such access or (b) violating any obligations such access would give rise to any Third Party, (c) a material risk of waiving any legal attorney-client privilege of Selleror work product doctrine; provided that, in the case that Seller or the Company would restrict access under any of its Affiliates clauses (a) or its counselors(b), attorneys, accountants Seller shall give notice to Buyer of the fact that Seller or consultants, the Company is withholding such access and thereafter Seller and the Company shall reasonably cooperate with Buyer to allow the disclosure of such information (dor as much of it as possible) in an appropriate substitute disclosure arrangement or otherwise in a manner that would not violate any of clauses (a) or (b). Any investigation conducted pursuant to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access contemplated by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall this Section 5.5 will be conducted in a manner that reasonably minimizes interference does not unreasonably interfere with the operation conduct of the business businesses of Seller Seller, the Company and any applicable Third Party operatorthe Company’s Subsidiaries. Subject Any access to the properties of Seller, the Company and the Company’s Subsidiaries will be subject to Seller’s, the Company’s and the Company’s Subsidiaries’ reasonable security measures and insurance requirements, as applicable, and will not include the right to perform invasive testing. The terms and conditions of this Agreement, all investigations and due diligence conducted the Confidentiality Agreement will apply to any information obtained by Purchaser Buyer or any of Purchaser’s its Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any third party in connection with any investigation conducted pursuant to the access contemplated by this Section 5.5. Notwithstanding anything in the Confidentiality Agreement to the contrary, the Confidentiality Agreement will automatically terminate and be of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without no further force or effect upon the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the AssetsClosing.

Access. Upon execution of this Agreement until the Closing DateTenant shall give Landlord, subject to the limitations expressly set forth in this Agreementits agents and employees, Seller shall provide Purchaser and its Representatives reasonable access to the Assets operated by Seller Premises at all reasonable times upon at least 24 hours prior notice (which may be oral), and at any time in the case of an emergency (without notice), without charge or diminution of rent, to enable Landlord (i) to examine the same and to make such repairs, additions and alterations as Landlord may be permitted to make hereunder or as Landlord may deem advisable for the preservation of the integrity, safety and good order of the Building or any part thereof; and (ii) upon reasonable notice, to show the Premises to prospective mortgagees and purchasers and to prospective tenants and in so doing, Landlord will use commercially reasonable efforts to minimize disruption of Tenant’s use and occupancy of the Premises. If representatives of Tenant shall not be present on the Premises to permit entry upon the Premises by Landlord or its Affiliates and access to and the right to copyagents or employees, at Purchaserany time when such entry by Landlord is necessary or permitted hereunder, Landlord may enter the Premises by means of a master key (or, in the event of any emergency, forcibly) without any liability whatsoever to Tenant and without such entry constituting an eviction of Tenant or a termination of this Lease. Landlord shall not be liable by reason of any injury to or interference with Tenant or Tenant’s sole expensebusiness arising from the making of any repairs, alterations, additions or improvements in or to the Records in Seller’s Premises or the Building or to any appurtenance or any equipment therein; provided Landlord agrees to use commercially reasonable efforts to minimize disruption of its Affiliates’ possession Tenant’s use and occupancy of the Premises. If at any time during the term of this Lease Tenant vacates or control abandons the Premises, Landlord may enter the Premises at any time thereafter and without notice to Tenant, for the purpose of conducting a confirmatory review of the Assets, but only making such improvements to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations Premises as Landlord deems reasonably necessary to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, make the Premises presentable and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreementmarketable, all investigations and due diligence conducted by Purchaser or any of Purchaserat Tenant’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the Assetsexpense.

Access. Upon execution of this Agreement until (a) Between the Execution Date and the Closing Date, subject to Seller shall, and shall cause the limitations expressly set forth in this AgreementAcquired Company and the Acquired Subsidiaries to, Seller shall provide give Purchaser and its Representatives Representatives, upon reasonable advance notice to Seller or its Representatives, reasonable access to the Assets operated by Seller or any of its Affiliates Business and reasonable access to and the right to copy, at Purchaser’s sole cost, risk and expense, the Books and Records in Seller’s (or any of its Affiliates’ possession or control originals thereof), for the purpose of conducting a confirmatory reasonable due diligence review of the AssetsAcquired Company, the Acquired Subsidiaries and the Business, but only to the extent that Seller and the Acquired Company may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, Party and (d) to the extent that Seller has and the Acquired Company have the authority to grant such access without breaching any restriction restrictions binding on them, in each case, as determined by Seller in its reasonable discretion; provided that Seller shall use Commercially Reasonable Efforts to cause such Third Party to agree to permit Seller to provide such access to Purchaser and its Representatives. Purchaser shall, and shall cause its Representatives to, abide by Seller’s and the Acquired Company’s safety rules, regulations, and operating policies while conducting its due diligence evaluation of the Acquired Company, the Acquired Subsidiaries and the Business. Such access Any conclusions made from any examination done by Purchaser shall result from Purchaser’s own independent review and judgment; provided, however, that neither Purchaser nor its Representatives shall conduct any environmental site assessment, compliance evaluation or investigation with respect to Seller, the Acquired Company, the Acquired Subsidiaries or the Business without prior written consent of Seller and without reasonable ongoing consultation with Seller with respect to any such activity (it being understood and agreed that in no event shall any subsurface investigation or testing of any environmental media be conducted (i) on the Owned Real Property without Seller’s prior consent, which shall not be unreasonably conditioned, withheld or delayed and (ii) on any other properties of the Company Group or related to the Business other than the Owned Real Property). (b) The access granted to Purchaser under this Section 6.1 shall be limited to Sellerthe Acquired Company’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the Acquired Company, the Acquired Subsidiaries and the Business. Purchaser shall coordinate its access rights with the Acquired Company to reasonably minimize any inconvenience to or interruption of the conduct of the Business. Purchaser also agrees that neither Purchaser nor its Representatives shall contact any of the employees, customers, suppliers or parties that have business relationships with Seller, the Acquired Company or any Acquired Subsidiary, nor any Governmental Body or representatives thereof, in connection with the transactions contemplated hereby, whether in person or by telephone, email or other means of Seller communication, without prior written consent of Seller, which shall not be unreasonably conditioned, withheld or delayed. (c) Purchaser acknowledges that, pursuant to its right of access, Purchaser will become privy to confidential and other information of Seller, the Acquired Company and the Acquired Subsidiaries and that such confidential information (which includes Purchaser’s conclusions with respect to its evaluations) shall be held confidential by Purchaser in accordance with the terms of the Confidentiality Agreement and any applicable Third Party operator. Subject to privacy Laws regarding personal information. (d) In connection with the terms rights of this Agreementaccess, all investigations examination and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability inspection granted to Purchaser (or otherwise be in breach of under this agreement) for failure to obtain such operator’s permissionSection 6.1, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the RecordsPURCHASER HEREBY AGREES TO INDEMNIFY, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the AssetsDEFEND AND HOLD HARMLESS THE ACQUIRED COMPANY AND THE SELLER GROUP FROM AND AGAINST ANY AND ALL DAMAGES ATTRIBUTABLE TO PERSONAL INJURY, DEATH OR PHYSICAL PROPERTY DAMAGE, OR VIOLATION OF THE ACQUIRED COMPANY’S RULES, REGULATIONS, OR OPERATING POLICIES, ARISING OUT OF, RESULTING FROM OR RELATING TO ANY FIELD VISIT OR OTHER DUE DILIGENCE ACTIVITY CONDUCTED BY PURCHASER WITH RESPECT TO THE BUSINESS.

Access. Upon execution of this Agreement until (a) During the Closing Date, subject to the limitations expressly set forth in this AgreementExamination Period, Seller shall will provide Purchaser Buyer and its Representatives representatives reasonable access to the Assets operated by Seller or any of its Affiliates Properties and access to and the right to copyFinancial Records, at Purchaser’s sole expense, the Records in each case during Seller’s or any of its Affiliates’ possession or control normal business hours, for the purpose of conducting a confirmatory review an investigation of the Assets, but only to the extent that Seller may do so without (ai) violating applicable LawsLaws or breaching any Contracts, (b) violating any obligations to any Third Party, (cii) waiving any legal privilege of Seller, any of its Affiliates Affiliates, or its counselors, attorneys, accountants or consultants, or (iii) violating any obligations to any Third Party and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. In the event that access to the Properties or Financial Records is restricted for any reason, Seller shall advise Buyer in writing of such restriction. Such access by Purchaser Buyer shall be limited to Seller’s normal business hours, hours and PurchaserB▇▇▇▇’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller Assets. All information obtained by Buyer and any applicable Third Party operator. Subject its representatives under this Section shall be subject to the terms previously executed Confidentiality Agreement and in Section 7.02 of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser have representatives present at all times during such review. (b) Buyer hereby agrees to defend, indemnify, release and hold harmless the Seller Indemnitees and all co-owners of the Assets from and against any and all Liabilities arising out of or relating to the access to Seller’s or its Representatives whenever they are on site on Affiliates’ offices or the AssetsAssets by Buyer and/or its Affiliates and their respective officers, employees, agents, advisors and representatives in connection with this Agreement or any due diligence activity conducted by Buyer or its Affiliates or any of their respective officers, employees, agents, advisors or representatives in connection with the transactions contemplated by this Agreement. THE DEFENSE, RELEASE, INDEMNIFICATION AND HOLD HARMLESS OBLIGATIONS SET FORTH IN THIS SECTION 7.01 SHALL ENTITLE THE INDEMNITEE TO SUCH DEFENSE, RELEASE, INDEMNIFICATION AND HOLD HARMLESS HEREUNDER IN ACCORDANCE WITH THE TERMS HEREOF, REGARDLESS OF WHETHER THE CLAIM GIVING RISE TO SUCH OBLIGATION IS THE RESULT OF: (A) STRICT LIABILITY, (B) THE VIOLATION OF ANY LAW BY SUCH INDEMNITEE, OR (C) THE SOLE, CONCURRENT OR COMPARATIVE NEGLIGENCE OF SUCH INDEMNITEE, BUT SPECIFICALLY EXLUDING THE GROSS NEGLIGENCE AND WILLFUL MISCONDUCT OF SELLER INDEMNITEES AND CO-OWNERS OF THE ASSETS AND ANY PRE-EXISTING CONDITIONS.

Access. Upon execution of this Agreement until From the Closing Date, subject date hereof and prior to the limitations Closing, Seller and Parent shall provide Buyer with such information as Buyer may from time to time reasonably request with respect to the Tissue Business and the transactions contemplated by this Agreement, and shall provide Buyer and its accountants, counsel, consultants and other representatives reasonable access during regular business hours and upon reasonable notice to the personnel, properties, books and records of the Tissue Business as Buyer may from time to time reasonably request; provided that Seller and Parent shall not be obligated to provide Buyer with any information not material to the Tissue Business relating to trade secrets or which would violate any law, rule or regulation or term of any Commitment, or if the provision thereof would adversely affect the ability of Seller or Parent or any of their respective affiliates to assert attorney-client, attorney work product or other similar privilege. Seller acknowledges that Buyer shall be entitled to cause an information memorandum to be prepared and used in connection with the consummation of Buyer's financing of the transactions contemplated hereby pursuant to the Financing Letters and agrees to use commercially reasonable best efforts to furnish Buyer with access to, and to cause the cooperation of, all personnel necessary for Buyer to consummate such financing, provided that (i) Buyer shall provide Parent with drafts of any such information memorandum reasonably in advance of any proposed distribution thereof and (ii) prior to the time at which Buyer and Newco print and distribute the information memorandum in preparation for the "road show," Buyer shall take reasonable and customary steps (which shall be approved in advance by Parent and Seller) to ensure that any recipient of any such information memorandum shall treat the information contained therein related to the Tissue Business as confidential in accordance with Buyer's obligations under the Confidentiality Agreement. In addition, Parent and Seller shall request their accountants, at Buyer's request, to consent to the inclusion of their report or reports in, and to issue a comfort letter on customary terms in connection with, any information memoranda or filings required by such financing. Seller and Parent expressly disclaim (and Buyer hereby acknowledges and agrees to such disclaimer) any responsibility for the completeness or accuracy or sufficiency for Buyer's purposes of the information contained in any such information memorandum (it being understood that no cooperation provided by Seller or Parent pursuant to this Section 4.03 shall diminish, change or enlarge the representations and warranties of Parent and Seller expressly set forth in this Agreement, Seller shall provide Purchaser and its Representatives reasonable access to the Assets operated by Seller or any of its Affiliates and access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the Assetsherein).

Access. Upon execution of this Agreement until During the Pre-Closing DatePeriod, subject Sellers shall cause the Company Entities to give Buyer and its Representatives, who are bound by the limitations expressly set forth in this Confidentiality Agreement, Seller shall provide Purchaser and its Representatives reasonable access during normal business hours to the Assets operated by Seller or any of its Affiliates all personnel, books, records, offices and access to other facilities and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review properties of the AssetsCompany Entities as Buyer or its Representatives, but only who are bound by the Confidentiality Agreement, may from time to the extent time reasonably request; provided, however, that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference not to unreasonably interfere with the operation businesses or operations of the business Company Entities, (b) Buyer shall not take any samples of Seller and any applicable Third Party operator. Subject to the terms of this Agreementenvironmental media (including soil, all investigations and due diligence conducted by Purchaser groundwater, surface water, air or sediment) or any building materials and (c) Sellers shall not be required to provide or cause to be provided access to or disclose or cause to be disclosed information where such access or disclosure would jeopardize the attorney-client privilege, contravene any Applicable Law or contravene any confidentiality undertaking or, in light of Purchaser’s Representatives COVID-19 or COVID-19 Measures, jeopardize the health and safety of any Company Employee. Buyer shall be conducted at Purchaser’s sole cost, risk not and expense and any conclusions made from any examination done by Purchaser or shall not permit any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but its Affiliates to, without the obligation to incur prior written consent of Sellers (which shall not be unreasonably withheld, conditioned or delayed), contact any out-of-pocket costsemployee, expensesindependent contractor, customer, supplier, distributor or other material business relation of the Company Entities, regarding the businesses of the Company Entities or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect transactions contemplated hereby. Notwithstanding the condition of the same; providedforegoing, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority Company Entities relating to grant without breaching any restriction binding on Seller. Seller or its designee the Equity Financing shall have the right to accompany Purchaser and its Representatives whenever they are on site on the Assetsbe governed exclusively by Section 7.13.

Access. Upon execution (a) Between the date of this Agreement until and the Closing DateClosing, subject to the limitations expressly set forth in this Agreement, Seller Sellers shall provide (i) afford Purchaser and its Representatives authorized representatives reasonable access to the Assets operated by Seller or any of its Affiliates all Books and access to Records, offices and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only other facilities Related to the extent that Seller may do so without (a) violating applicable LawsBusiness, as well as management and other employees Related to the Business, of Sellers, (bii) violating any obligations permit Purchaser to any Third Party, (c) waiving any legal privilege make reasonable inspections and to make copies of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, such Books and Records as it may require and (diii) furnish Purchaser with such financial and operating data Related to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, Business and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject other information which is Related to the terms of this Agreement, all investigations and due diligence conducted by Business as Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made may from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation time to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the sametime reasonably request; provided, however, that Seller such access shall have no liability not unreasonably disrupt the business of Sellers. (b) Purchaser and its authorized representatives (including its designated advisors or consultants) may during normal business hours and upon reasonable advance notice, enter into and upon all or any portion of Sellers’ properties Related to the Business (including all Real Property) in order to investigate and assess, as Purchaser deems necessary or appropriate in its reasonable discretion, the environmental and other condition of such properties or the business conducted thereat. Sellers shall, and shall cause its employees, counsel and financial advisors to, cooperate with Purchaser and its authorized representatives in conducting such investigation, shall allow Purchaser and its authorized representatives full access during normal business hours, upon reasonable advance notice, to their properties Related to the Business, together with full permission to conduct such investigation. (or otherwise be in breach c) Purchaser shall preserve for a period of this agreementsix years after the Closing Date all Books and Records relating to the Business prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, Purchaser shall provide Sellers with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) for failure to obtain such operator’s permission, the officers and employees of Purchaser and (ii) obtain a waiver the books of confidentiality obligations owed account and records of Purchaser, but, in each case, only to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required the extent relating to allow Purchaser the conduct Business prior to view and access the RecordsClosing Date, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee Sellers and their representatives shall have the right to accompany make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of Purchaser; and provided, further, that such information shall be held by Purchaser in confidence to the extent required by, and its Representatives whenever they are on site on in accordance with, the AssetsConfidentiality Agreement and Law. Such records may nevertheless be destroyed by Purchaser if (x) Purchaser sends to Sellers a written request to destroy records, specifying with particularity the contents of the records to be destroyed, and (y) Sellers, in their sole discretion, provide their written consent to such request. Such records may then be destroyed after the 30th day after such written consent is provided by Sellers; provided, however, that if such written consent is not provided by Sellers, then Purchaser shall deliver such records to Sellers.

Access. Upon execution (a) From and after the date hereof and up to and including the Closing Date (or earlier termination of this Agreement until the Closing Date, Agreement) but subject to the limitations expressly set forth in other provisions of this AgreementSection 10.1 and obtaining any required consents of Third Parties, including Third Party operators of the Assets (which consents Seller shall use commercially reasonable efforts to obtain), Seller shall provide Purchaser afford to Buyer and its Representatives officers, employees, agents, accountants, attorneys, investment bankers and other authorized representatives (“Buyer’s Representatives”) reasonable access access, during normal business hours, to (i) Seller’s and its Affiliates’ employees (following prior notice to ▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇▇ of Range), (ii) the Assets operated by Seller or any of its Affiliates and access to and the right to copy, at Purchaser’s sole expense, the (iii) all Records in Seller’s or any of its Affiliates’ possession possession, custody or control; provided that Seller is only required to use its commercially reasonable efforts to cause any Third Party to provide access to any Records to which Seller may have custody or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of which are not in Seller, any of its Affiliates ’s or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on SellerAffiliates’ possession. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all All investigations and due diligence conducted by Purchaser Buyer or any of PurchaserBuyer’s Representatives Representative shall be conducted at PurchaserBuyer’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser Buyer or any of PurchaserBuyer’s Representatives Representative shall result from PurchaserBuyer’s own independent review and judgment. Seller . (b) Buyer shall use commercially reasonable efforts (but without be entitled to conduct a Phase I environmental property assessment with respect to the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on SellerAssets. Seller or its designee shall have the right to accompany Purchaser Buyer and its Buyer’s Representatives whenever they are on site on the Assets and also to collect split test samples if any are collected. Notwithstanding anything herein to the contrary, Buyer shall not have access to, and shall not be permitted to conduct, any environmental due diligence (including any Phase I environmental property assessments) with respect to any Assets where Seller does not have the authority to grant access for such due diligence (provided, however, Seller shall use its commercially reasonable efforts to obtain permission from any Third Party to allow Buyer and Buyer’s Representatives such access). (c) Before conducting any sampling, boring, drilling or other invasive investigation activities (“Invasive Activities”) on or with respect to any of the Assets, Buyer shall (i) furnish Seller with a written description of the proposed scope of the Invasive Activities to be conducted, including a description of the activities to be conducted, and a description of the approximate location and expected timing of such activities and (ii) obtain the prior written consent of Seller to undertake such Invasive Activities. If any of the proposed Invasive Activities may unreasonably interfere with normal operation of the Assets, Seller may request an appropriate modification of the proposed Invasive Activity. Any Invasive Activities shall be conducted by a reputable environmental consulting or engineering firm, approved in advance by Seller (such approval not to be unreasonably withheld or delayed) and, once approved, such environmental consulting or engineering firm shall be deemed to be a “Buyer’s Representative”. Buyer shall obtain all permits necessary to conduct any approved Invasive Activities from any applicable Governmental Authorities; provided that, upon request, Seller shall provide Buyer with assistance (at no cost or liability to Seller) as reasonably requested by Buyer that may be necessary to secure such permits. Seller shall have the right, at its option, to split with Buyer any samples collected pursuant to approved Invasive Activities. (d) Buyer shall coordinate its environmental property assessments and physical inspections of the Assets with Seller and all Third Party operators to minimize any inconvenience to or interruption of the conduct of business by Seller or such Third Party operators. Buyer shall abide by Seller’s, and any Third Party operator’s, safety rules, regulations and operating policies while conducting its due diligence evaluation of the Assets, including any environmental or other inspection or assessment of the Assets. Buyer hereby defends, indemnifies and holds harmless each of the operators of the Assets and the Seller Indemnified Parties from and against any and all Liabilities arising out of, resulting from or relating to any field visit, environmental property assessment, or other due diligence activity conducted by Buyer or any Buyer’s Representative with respect to the Assets, EVEN IF SUCH LIABILITIES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY A MEMBER OF THE SELLER INDEMNIFIED PARTIES, EXCEPTING ONLY (I) LIABILITIES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A MEMBER OF THE SELLER INDEMNIFIED PARTIES AND (II) LIABILITIES THAT WERE (A) EXISTING PRIOR TO SUCH INSPECTIONS OR (B) DISCOVERED BY (BUT NOT CAUSED IN CONNECTION WITH) BUYER’S ACCESS OR INSPECTION. (e) Buyer agrees to promptly provide Seller, but in no less than 5 days after Buyer’s or any of Buyer’s Representative’s receipt or creation, copies of all final environmental reports and environmental test results prepared by Buyer and/or any of Buyer’s Representatives which contain environmental data collected or generated from Buyer’s environmental due diligence with respect to the Assets. None of Buyer, any of Buyer’s Representatives or Seller shall be deemed by Seller’s receipt of said documents, or otherwise, to have made any representation or warranty, expressed, implied or statutory, as to the condition of the Assets or to the accuracy of said documents or the information contained therein. (f) Upon completion of Buyer’s due diligence, Buyer shall at its sole cost and expense and without any cost or expense to Seller or its Affiliates, (i) repair all damage done to the Assets in connection with Buyer’s due diligence, (ii) restore the Assets to at least the approximate same or better condition than they were prior to commencement of Buyer’s due diligence and (iii) remove all equipment, tools or other property brought onto the Assets in connection with Buyer’s due diligence. Any disturbance to the Assets (including the leasehold associated therewith) resulting from Buyer’s due diligence will be promptly corrected by Buyer. (g) During all periods that Buyer and/or any of Buyer’s Representatives are on the Assets, Buyer shall maintain, at its sole expense and with insurers reasonably satisfactory to Seller, policies of insurance of the types and in the amounts reasonably requested by Seller. Coverage under all insurance required to be carried by Buyer hereunder will (i) be primary insurance, (ii) list Seller Indemnified Parties as additional insureds, (iii) waive subrogation against Seller Indemnified Parties and (iv) provide for 5 days prior notice to Seller in the event of cancellation or modification of the policy or reduction in coverage. Upon request by Seller, Buyer shall provide evidence of such insurance to Seller prior to entering the Assets.

Access. Upon execution of this Agreement until the Closing Date, With reasonable prior notice and subject to any applicable Law, any applicable privileges (including the limitations expressly set forth in this Agreementattorney-client privilege), trade secrets, and contractual confidentiality obligations, the Seller shall provide Purchaser permit and its Representatives reasonable access to the Assets operated by will cause each other Seller or any of its Affiliates Party, each Company and access to and the right to copyCompany Subsidiary and, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) violating applicable Lawsit has the Legal Right, (b) violating any obligations each Company Joint Venture Entity, to any Third Partypermit, (c) waiving any legal privilege representatives of Sellerthe Buyer to have reasonable access, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s during normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference so as not to interfere with the operation normal business operations of the business Seller, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of Seller and any applicable Third Party operator. Subject or pertaining to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, Business or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on SellerSubject Entities. Seller or its designee Buyer shall have the right to accompany Purchaser generally conduct visual, non-invasive tests, examinations, and investigations of the Business Assets, including those assessments necessary to determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer agrees to comply fully with all rules, regulations and instructions issued by the Seller, the Subject Entities and its Representatives whenever they are on site on and their Affiliates or other Persons in respect of Buyer’s or its representatives’ actions while upon, entering or leaving any properties of the AssetsSeller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) will be subject to the terms and conditions of the Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”).

Access. Upon execution (a) For purposes of furthering the transactions contemplated by this Agreement until and upon reasonable prior notice, the Closing Date, subject to the limitations expressly set forth in this Agreement, Seller Company shall provide Purchaser afford Parent and its Representatives reasonable access access, during normal business hours throughout the period prior to the Assets operated by Seller or any of its Affiliates and access First Effective Time, to the Company’s and the right to copyCompany Subsidiaries’ personnel, at Purchaser’s sole expenseproperties, Contracts, filings with Governmental Entities and books and records and, during such period, the Records in Seller’s or any of Company shall furnish promptly to Parent all available information concerning its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller business as Parent may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the samerequest; provided, however, that Seller the Company shall have no liability not be required to Purchaser permit any inspection or provide other access, or to disclose any information, that in the reasonable judgment of the Company would: (i) violate any obligation of the Company with respect to confidentiality or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, privacy; (ii) obtain a waiver in light of confidentiality obligations owed to COVID-19 or COVID-19 Measures, jeopardizes the health and safety of any Third Parties officer or establish employee of the Company or any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access of the Records, and Company Subsidiaries; (iii) grant jeopardize protections afforded the Company under the attorney-client privilege, the attorney work product doctrine or similar legal privilege or protection; (iv) violate any Legal Requirement; (v) result in the disclosure of any trade secrets of any third parties, competitively sensitive information, information concerning the valuation of the Company or any of the Company Subsidiaries or personal information that would expose the Company to the risk of liability; or (vi) cause a material breach of, or material default pursuant to, any binding agreement entered into by the Company or any Company Subsidiary; provided that in each case the Company shall inform Parent of the nature of the information being withheld, and shall use its commercially reasonable best efforts to make alternative arrangements that would allow Parent (or its applicable Representative) access to which Seller has such information. (b) For purposes of furthering the authority to grant without breaching any restriction binding on Seller. Seller or its designee transactions contemplated by this Agreement and upon reasonable prior notice, Parent shall have afford the right to accompany Purchaser Company and its Representatives whenever reasonable access, during normal business hours throughout the period prior to the First Effective Time, to Parent’s and the Parent Subsidiaries’ personnel, properties, Contracts, filings with Governmental Entities and books and records and, during such period, Parent shall furnish promptly to the Company all available information concerning its business as the Company may reasonably request; provided, however, that Parent shall not be required to permit any inspection or provide other access, or to disclose any information, that in the reasonable judgment of Parent would: (i) violate any obligation of Parent with respect to confidentiality or privacy; (ii) in light of COVID-19 or COVID-19 Measures, jeopardizes the health and safety of any officer or employee of Parent or any of the Parent Subsidiaries; (iii) jeopardize protections afforded Parent under the attorney-client privilege, the attorney work product doctrine or similar legal privilege or protection; (iv) violate any Legal Requirement; (v) result in the disclosure of any trade secrets of any third parties, competitively sensitive information, information concerning the valuation of Parent or any of the Parent Subsidiaries or personal information that would expose Parent to the risk of liability; or (vi) cause a material breach of, or material default pursuant to, any binding agreement entered into by Parent or any Parent Subsidiary; provided that in each case Parent shall inform the Company of the nature of the information being withheld, and shall use its commercially reasonable best efforts to make alternative arrangements that would allow the Company (or its applicable Representatives) access to such information. (c) To the extent that any of the information or material furnished pursuant to this Agreement may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege, the parties hereto understand and agree that they are on site on have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the Assetssharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or any other applicable privilege. All such information that is entitled to protection under the attorney-client privilege, work product doctrine or any other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine. (d) In no event shall the work papers of any of the parties hereto and their respective Subsidiaries’ independent accountants and auditors be accessible to any other party hereto or any of its Representatives unless and until such accountants and auditors have provided a consent related thereto in form and substance reasonably acceptable to such auditors or independent accountants. (e) All information provided by the Company or Parent or their respective Representatives shall be held in confidence in accordance with the Confidentiality Agreement. (f) No exchange of information or investigation by Parent or its Representatives shall affect or be deemed to affect, modify or waive the representations and warranties of the Company set forth in this Agreement. No exchange of information or investigation by the Company or its Representatives shall affect or be deemed to affect, modify or waive the representations and warranties of Parent set forth in this Agreement.

Access. Upon execution of this Agreement until the Closing Date, subject to the limitations expressly set forth in this Agreement, Seller shall provide Purchaser and its Representatives reasonable access to the Assets operated by Seller or any of its Affiliates and access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without will (a) violating applicable Lawsduring ordinary business hours and upon ------ reasonable notice from Buyer, permit Buyer and its authorized representatives to have access to all Purchased Assets, including without limitation books, records, offices and other facilities and properties of the Business, in order to make such inspections, tests, and investigations as Buyer shall deem appropriate, (b) violating any obligations furnish, as soon as reasonably practicable, to any Third PartyBuyer or its authorized representatives such financial and operating data and other information in Seller's possession with respect to the Purchased Assets as Buyer may from time to time reasonably request, (c) waiving any legal privilege make available copies of Sellerall insurance policies covering the Purchased Assets and the Assumed Liabilities, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) make available to the Buyer a copy of each material report, schedule or other document (to the extent that accessible to Seller has authority without undue effort) filed or received by the Seller since November, 1996 with respect to grant such access without breaching the Purchased Assets with any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, Governmental Authority having jurisdiction over the Purchased Assets and Purchaser’s investigation shall be conducted (e) otherwise reasonably cooperate in a manner that reasonably minimizes interference with the operation examination or audit of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted Business by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the sameBuyer; provided, however, that Seller (i) any such inspection shall have no liability be -------- -------- conducted in such a manner as to Purchaser (or otherwise be in breach not interfere unreasonably with the operation of this agreement) for failure to obtain such operator’s permissionthe Purchased Assets, (ii) obtain neither the Seller nor the Company shall be required to take any action that would constitute a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Recordsattorney- client privilege, and (iii) grant neither the Seller nor the Company need supply the Buyer with any access information that the Seller is legally prohibited from supplying and (iv) with respect to which customer data, Buyer's employees may only review customer data information at the premises of the Business and in the presence of representatives of Seller has and Buyer shall not make copies of such information. Without Seller's prior written consent, Buyer shall not be entitled or permitted (i) to perform or cause to be performed any invasive actions or any drilling, or (ii) to initiate any inquiry or request (including any inquiry or request relating to any zoning variance, zoning change or conditional use permit) directed at any governmental official with respect to the authority Real Property; provided, however, that nothing in this clause shall be deemed to grant without breaching prevent Buyer from inspecting or reviewing any restriction binding on Selleror all records of any federal, state, or local governmental authority. Buyer shall immediately repair any and all damage resulting from the acts or omissions of Buyer or Buyer's agents, employees, contractors, representatives or subcontractors relating to the whole or any part of the Real Property. Buyer shall indemnify, defend and hold Seller or its designee shall have harmless from and against any and all claims and liens arising out of the right to accompany Purchaser respective activities of Buyer and its Representatives whenever they are on site on authorized representatives in and about the AssetsReal Property prior to the Closing or earlier termination of this Agreement.

Access. Upon execution (a) The Company will, and will cause its Subsidiaries, officers, directors and employees to, until an Equityholder no longer has the right to nominate at least one Director under Section 2.1 (or, in the case of this Agreement an Equityholder that is a Strategic Investor, until (x) the Closing Strategic Investor Group no longer has the right to nominate at least one Director under Section 2.1 and (y) such Strategic Investor has a Percentage Interest equal to at least 2%, or in the case of BHN, has a Percentage Interest equal to at least 50% of its Percentage Interest as of the Effective Date (as may be adjusted on the Adjustment Date)), (i) afford the officers, subject to the limitations expressly set forth in this Agreementemployees, Seller shall provide Purchaser auditors and contract employees of that Equityholder and its Representatives Controlled Affiliates, during normal business hours and on reasonable notice, reasonable access to the Assets operated by Seller Company’s and its Subsidiaries’ officers, employees, properties, offices, plants and other facilities and to all books and records, and (ii) afford that Equityholder the opportunity to discuss the Company’s and its Subsidiaries’ affairs, finances and accounts with the Company’s and its Subsidiaries’ officers from time to time as the Equityholder may reasonably request, in each event, only to the extent necessary or reasonably appropriate to accomplish the reasonable purpose of the proposed inspection. If following such discussion the Equityholder determines that it needs further financial information of the Company and its Subsidiaries, then the Equityholder will provide a written request of the same to the chief financial officer of the Company including a description of the type of information needed from the auditors. The chief financial officer of the Company will promptly make the request of the Company’s auditors to discuss the requested issues with the requesting Equityholder. (b) The officers, employees, auditors and contract employees of any Equityholder or its Controlled Affiliates having access rights under Section 2.5(a) will be limited to those officers, employees, auditors and contract employees of the Equityholder and its Controlled Affiliates and with a need to have the above-described access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control rights for the purpose of conducting a confirmatory review of evaluating the AssetsEquityholder’s equity investment in the Company and the LLC, but only but, insofar as such access rights provide access to information that relates, in each case, to the extent Company’s retail business, may not include any officer or employee that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege is directly responsible for the day-to-day operations of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent such Equityholder that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference are competitive with the operation of the business of Seller the Company and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the AssetsLLC.

Access. Upon execution of this Agreement until Subject to applicable Law, during the Closing DateInterim Period, subject to the limitations expressly set forth in this Agreement, Seller Sellers (a) shall provide Purchaser give Buyer and its Representatives reasonable access during normal business hours to the Assets operated by Seller or any offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of its Affiliates and access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) violating applicable LawsSellers, (b) violating any obligations shall furnish to any Third PartyBuyer and its Representatives such financial, operating and property data related to the Acquired Assets and other information as Buyer and its Representatives reasonably request, and (c) waiving shall cooperate reasonably with Buyer in its investigation of the Business. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any legal privilege representation, warranty or other agreement given or made by Sellers hereunder. Buyer agrees that any on-site inspections of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation Acquired Real Property shall be conducted in a manner that reasonably minimizes interference the presence of Sellers or their Representatives. All inspections shall be conducted so as not to interfere unreasonably with the operation use of the business Acquired Real Property by Sellers. Buyer agrees to indemnify and hold Sellers and their Affiliates and their respective Representatives harmless of Seller and from all actions, suits, claims, investigations, fines, judgments, damages, losses, deficiencies, liabilities, costs and expenses (including attorneys’ fees and expenses) that arise out of or relate to physical injuries arising from Buyer’s inspection of the Acquired Assets (other than to the extent any applicable Third Party operatorof the foregoing results from the gross negligence or the willful misconduct of the Person seeking such indemnification), and notwithstanding anything to the contrary in this Agreement, such obligation to indemnify shall survive Closing or any termination of this Agreement. Subject All information obtained pursuant to this Section 6.4 shall be subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition conditions of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the AssetsConfidentiality Agreement.

Access. (a) Prior to the Closing, Seller shall permit Purchaser and its representatives to have reasonable access, during regular business hours and upon reasonable advance notice, to the books, records, information, facilities and senior employees of the Acquired Companies and will cooperate with regard to such reasonable due diligence review as Purchaser may reasonably request. Upon execution of reasonable advance notice to Seller and subject to Seller's consent, Purchaser shall be permitted to conduct Phase 1 type environmental investigations at any facility or Real Property owned or operated by the Acquired Companies. Purchaser will not contact in connection with the transactions contemplated by this Agreement until employees of any governmental regulatory agencies governing the Acquired Companies' business activities without obtaining the prior written consent of Seller. Purchaser will not contact in connection with the transactions contemplated by this Agreement any customers or suppliers of the Acquired Companies, without the prior consent of Seller which will not be unreasonably withheld with respect to the top twenty (20) customers and suppliers; a representative of Seller shall be entitled to participate with Purchaser in making any contacts to such customers and suppliers. Seller shall not be required to comply with this provision to the extent Seller delivers to Purchaser a written notice that Seller has received advice of counsel stating that Seller's compliance with this Section 5.1 would reasonably be expected to either (i) result in a waiver of attorney-client privilege or (ii) violate an applicable law; provided that in any such event Seller shall inform Purchaser that information was withheld from Purchaser, the general nature of such information so withheld and the basis for withholding such information and shall cooperate with Purchaser in seeking to develop a mutually acceptable mechanism for the protection of such information in a manner that would not result in a loss of such privilege or a violation of law. (b) Seller shall provide reasonable access to its premises in Hutchinson, Kansas to Purchaser or the Acquired Companies for one year following the Closing Date for the purpose of taking possession of the Additional Acquired Assets listed in Section 1.1(a) of the Purchaser Disclosure Letter; provided however that following the six month anniversary of the Closing Date, subject upon two months prior written notice, Seller may require the Purchaser or the Acquired Companies to remove the Additional Acquired Assets if Seller has bona fide plans to sell, remediate or utilize the premises where such Additional Acquired Assets are located, prior to the limitations expressly end of the one year anniversary of the Closing Date. If the Purchaser or the Acquired Companies fail to remove such assets during the time period set forth in the prior sentence, then the rights of Purchaser and the Acquired Companies under this AgreementSection 5.1(b) shall cease and the ownership of such Additional Acquired Assets shall revert to the Seller. Purchaser and the Acquired Companies shall bear risk of loss for the Additional Acquired Assets left on Seller's premises in Hutchinson, Kansas, absent Seller's gross negligence or willful misconduct. Purchaser and the Acquired Companies shall take reasonable care in removing any Additional Acquired Asset from such premises and Purchaser shall, or shall cause the Acquired Companies to, indemnify Seller shall provide for any material damage or liabilities caused directly by such removal, unless such damages or liability will not adversely affect Seller's near-term plans for the facilities following such removal (it being understood that the removal of the Additional Acquired Assets will adversely affect the use of the premises for mining and salt processing activities). (c) All information provided to Purchaser and its Representatives reasonable access to the Assets operated Affiliates, agents and representatives by or on behalf of Seller or any of its Affiliates and access to the Acquired Companies in connection with the Agreement and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of transactions contemplated hereby will be held by Purchaser and its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) violating applicable Lawsagents and representatives as Evaluation Material, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultantsas defined in, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject pursuant to the terms of this of, the Confidentiality Agreement, all investigations and due diligence conducted by . Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Recordsshall, and (iii) grant any access shall direct its directors, officers, employees, accountants, counsel, consultants, funding sources and other representatives to, comply with the Confidentiality Agreement with respect to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the AssetsConfidential Information.

Access. Upon (a) Between the date of execution of this Agreement and continuing until the Closing Date, subject to the limitations expressly set forth in this Agreement, Seller shall provide will give Purchaser and its Representatives reasonable representatives access to the Pipeline Assets operated by Seller or any of its Affiliates and access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliatesthe Acquired Companies’ possession or control possession, for the purpose of conducting a confirmatory review an investigation of the AssetsAcquired Companies and the Pipeline Assets and copying the Records, but only to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, third party and (d) to the extent that Seller has or the Acquired Companies have authority to grant such access without breaching any restriction binding on SellerSeller or the Acquired Companies. Such access by Purchaser shall be limited to Seller’s normal business hours, and any weekends and after hours requested by Purchaser that can be reasonably accommodated by Seller, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller Pipeline Assets. All information obtained by Purchaser and any applicable Third Party operator. Subject its representatives under this Section shall be subject to the terms of this Section 11.4(b)(v) and the terms of that certain confidentiality agreement among Anadarko E&P Onshore LLC, Western Gas Partners LP and Purchaser dated March 9, 2015, as amended (the “Confidentiality Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts ”). (but without b) Between the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach date of this agreementAgreement and the date that is five (5) for failure Business Days prior to obtain such operator’s permissionthe Closing Date, (ii) obtain a waiver of confidentiality obligations owed upon prior written notice to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Seller, Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany conduct a Phase I Environmental Site Assessment of all or any portion of the Pipeline Assets (the “Assessment”), which shall be conducted by TRC Companies, Inc. The Assessment shall be conducted at the sole cost and expense of Purchaser, and shall be subject to the indemnity provisions of Section 7.1(c) and Section 11.4(b)(v). Purchaser may not operate equipment or conduct any sampling, boring, drilling or other invasive investigative activity with respect to the Pipeline Assets (“Invasive Activity”) without the prior written consent of Seller, which consent may be withheld in Seller’s sole discretion. If Purchaser wishes to conduct an Invasive Activity, Purchaser shall furnish for Seller’s review and approval (which may be withheld in Seller’s sole discretion) a proposed scope of such Invasive Activity, including a description of the activities to be conducted and a description of the approximate locations of such activities. Seller shall have the right to be present during any Assessment of the Pipeline Assets and shall have the right, at its Representatives whenever they are on site option and expense, to split samples with Purchaser, if applicable. The access granted to Purchaser under this Section 7.1(b) shall be limited to Seller’s normal business hours or as otherwise agreed in advance, and Purchaser’s investigation shall be conducted in a manner that minimizes interference with the operation of the Pipeline Assets. Purchaser shall abide by Seller’s safety rules, regulations, and operating policies (including the execution and delivery of any documentation or paperwork, e.g., confidentiality agreements or liability releases, with respect to Purchaser’s access to any of the Pipeline Assets) while conducting its due diligence evaluation of the Pipeline Assets. After completing any Assessment of the Pipeline Assets, Purchaser shall, at its sole cost and expense, restore the Pipeline Assets to their condition prior to the commencement of such Assessment, unless Seller requests otherwise, and if Seller permits Purchaser to conduct an Invasive Activity, shall promptly dispose of all corings or other investigative-derived wastes generated in the course of such Invasive Activity. Purchaser shall maintain, and shall cause its officers, employees, representatives, consultants and advisors to maintain, all information obtained by Purchaser pursuant to any Assessment or other environmental due diligence activity (the “Environmental Information”) as strictly confidential in perpetuity, unless disclosure of any facts discovered through such Assessment is required, on the advice of counsel, under any Environmental Laws, other Laws, or to comply with any subpoena, court or administrative order or, following the Closing, any contractual or legal obligation of Purchaser. Purchaser shall provide Seller with a copy of the final draft of all environmental reports prepared by, or on behalf of, Purchaser with respect to any Assessment or permitted Invasive Activity conducted on the Pipeline Assets. In the event that any necessary disclosures under applicable Environmental Laws are required, upon the advice of counsel, with respect to matters discovered by any Assessment conducted by, for or on behalf of Purchaser, Purchaser agrees that Seller shall be the responsible party for disclosing such matters to the appropriate Governmental Bodies. (c) PURCHASER HEREBY AGREES TO DEFEND, INDEMNIFY, RELEASE, PROTECT, SAVE AND HOLD HARMLESS THE SELLER INDEMNITEES FROM AND AGAINST ANY AND ALL LOSSES AND CLAIMS ARISING OUT OF OR RELATING TO ANY DUE DILIGENCE ACTIVITY CONDUCTED BY PURCHASER OR ITS AGENTS, WHETHER BEFORE OR AFTER THE EXECUTION OF THIS AGREEMENT, INCLUDING ANY LOSSES RESULTING, IN WHOLE OR IN PART, FROM THE SOLE, ACTIVE, PASSIVE, GROSS, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW BY THE SELLER INDEMNITEES.

Access. Upon execution You must allow the landlord (or anybody authorised by the landlord) to enter the property to inspect it or carry out repairs. The landlord must give you reasonable notice beforehand. Section 11 of this Agreement the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ considers 24 hours in writing reasonable notice for an inspection. Under Section 16 of the Housing ▇▇▇ ▇▇▇▇ the tenant must allow reasonable facilities for access to carry out repairs. If the tenant refuses to allow access the landlord may apply to the court for an order or otherwise wait until the Closing Date, subject end of the tenancy. If the landlord is unable to let the property due to the limitations expressly set forth refusal to allow access the tenant may be liable for lost rent. You must allow the Police to search the property if they have a warrant. Afterwards you must tell the landlord. In this Part “anti-social behaviour” can be defined as: conduct that has caused, or is likely to cause, harassment, alarm or distress to any person, conduct capable of causing nuisance or annoyance to a person in this Agreementrelation to that person’s occupation of residential premises, Seller shall provide Purchaser or conduct capable of causing housing-related nuisance or annoyance to any person. You must make sure that you, those who live with you or visit you do not commit anti-social behaviour as defined above either at the property or within the local area. You must make sure that you, those who live with you or visit you do not harass, annoy or cause a nuisance or do anything likely to annoy or cause a nuisance to: Anybody, because of his or her race or ethnic background. Anybody who lives or works in the local area. Any of the landlord’s employees, the landlord or people acting on behalf of the landlord. You must make sure that you are not convicted of, and its Representatives that you make reasonable access effort to ensure that your visitors or members of the family are not convicted of: - Using or allowing the use of the premises for immoral or illegal purposes. Any serious, or arrestable, offence committed in the local area. Using controlled drugs or other controlled substances. You must make sure that you, those people living with you or those people visiting you do not damage or try to damage any fixtures, fittings or furniture or cause damage to the Assets operated property itself. You must not remove or try to remove from the premises any furnishings, fixtures or fittings provided by Seller the landlord. The tenant shall report all damage or any of its Affiliates and access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only repairs to the extent that Seller landlord at the earliest opportunity after its discovery. The initial report may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) be made by telephone with a confirmation given in writing to the extent that Seller landlord or agent. A further report should be made within five days if no response has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject been received to the terms of this Agreement, all investigations and due diligence conducted by Purchaser earlier request. You must not do anything that would invalidate the buildings insurance policy or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without increase the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the Assetsinsurance premium.

Access. Upon execution Between the date hereof and the Closing, Seller (i) shall give, and shall use commercially reasonable efforts to cause the Acquired Companies to give, each Buyer and its authorized representatives reasonable access, during regular business hours and upon reasonable advance Notice, to such employees, plants, pipelines, and other facilities, and such books and records, of the Acquired Companies and Seller, as are reasonably necessary to allow each Buyer and its authorized representatives to make such inspections as they may reasonably require to verify the accuracy of any representation or warranty contained in this Agreement until or as they may reasonably require for the Closing Date, subject transition of the ownership interests in the Acquired Companies from Seller to the limitations expressly set forth in this Agreementapplicable Buyer and (ii) shall use commercially reasonable efforts to cause officers of the Acquired Companies to furnish each Buyer and its authorized representatives with such financial and operating data and other information with respect to the Acquired Companies as is available to such officers and as such Buyer may from time to time reasonably request. Neither Buyer shall have any right of access to, and Seller shall have no obligation to provide Purchaser to either Buyer, (1) bids received from others in connection with the transactions contemplated by this Agreement and its Representatives reasonable access information and analysis (including financial analysis) relating to such bids, or (2) any information the Assets operated by disclosure of which Seller has concluded, based on the advice of outside legal counsel, is reasonably likely to jeopardize any privilege available to any Acquired Company or Seller relating to such information or to cause either Seller or any of its Affiliates and access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s Acquired Company or any of its Affiliates’ possession or control for the purpose of conducting their Affiliates to breach a confirmatory review of the Assetsconfidentiality obligation, but only to the extent provided that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of any such confidentiality obligations owed (collectively, the “Excluded Information”). Each Buyer agrees that if Seller or an Acquired Company inadvertently furnishes to any Third Parties such Buyer copies of or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority Excluded Information, such Buyer will, upon Seller’s request promptly return same to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser such Acquired Company together with any and its Representatives whenever they are on site on the Assetsall extracts therefrom or notes pertaining thereto (whether in electronic or other format).

Access. (a) Upon execution of this Agreement until reasonable prior notice, the Closing Date, subject to the limitations expressly set forth in this Agreement, Seller Company shall provide Purchaser afford Parent and its Representatives reasonable access access, during normal business hours throughout the period prior to the Assets operated by Seller or any of Effective Time, to the Company’s and its Affiliates Subsidiaries personnel, properties, Contracts, filings with Governmental Entities and access to books and the right to copyrecords and, at Purchaser’s sole expenseduring such period, the Records in Seller’s or any of Company shall furnish promptly to Parent all available information concerning its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller business as Parent may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the samerequest; provided, however, that Seller the Company shall have no liability not be required to Purchaser permit any inspection or provide other access, or to disclose any information, that in the reasonable judgment of the Company would: (i) violate any obligation of the Company with respect to confidentiality or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, privacy; (ii) obtain a waiver of confidentiality obligations owed to any Third Parties jeopardize protections afforded the Company under the attorney-client privilege, the attorney work product doctrine or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and similar legal privilege or protection; (iii) grant violate any Legal Requirement; or (iv) result in the disclosure of any trade secrets of any third parties, competitively sensitive information, information concerning the valuation of the Company or any of its Subsidiaries or personal information that would expose the Company to the risk of liability; provided that in each case the Company shall inform Parent of the nature of the information being withheld, and shall use its commercially reasonable best efforts to make alternative arrangements that would allow Parent (or its applicable Representative) access to which Seller has the authority such information. All information obtained by or provided to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser Parent and its Representatives whenever pursuant to this Agreement shall be treated as “Confidential Information” of the Company for purposes of the Non-Disclosure Agreement. (b) Upon reasonable prior notice, Parent shall afford the Company and its Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to Parent’s and its Subsidiaries personnel, properties, Contracts, filings with Governmental Entities and books and records and, during such period, Parent shall furnish promptly to the Company all available information concerning its business as the Company may reasonably request; provided, however, that Parent shall not be required to permit any inspection or provide other access, or to disclose any information, that in the reasonable judgment of Parent would: (i) violate any obligation of Parent with respect to confidentiality or privacy; (ii) jeopardize protections afforded Parent under the attorney-client privilege, the attorney work product doctrine or similar legal privilege or protection; (iii) violate any Legal Requirement; or (iv) result in the disclosure of any trade secrets of any third parties, competitively sensitive information, information concerning the valuation of Parent or any of its Subsidiaries or personal information that would expose Parent to the risk of liability; provided that in each case Parent shall inform the Company of the nature of the information being withheld, and shall use its commercially reasonable best efforts to make alternative arrangements that would allow the Company (or its Representatives) access to such information. All information obtained by or provided to the Company and its Representatives pursuant to this Agreement shall be treated as “Confidential Information” of Parent for purposes of the Non-Disclosure Agreement. (c) To the extent that any of the information or material furnished pursuant to this Agreement may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege, the parties understand and agree that they are on site on have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the Assetssharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or any other applicable privilege. All such information that is entitled to protection under the attorney-client privilege, work product doctrine or any other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine. (d) No exchange of information or investigation by Parent or its Representatives shall affect or be deemed to affect, modify or waive the representations and warranties of the Company set forth in this Agreement. No exchange of information or investigation by the Company or its Representatives shall affect or be deemed to affect, modify or waive the representations and warranties of Parent set forth in this Agreement.

Access. Upon execution (a) During the period from the date hereof and continuing until the earlier of the termination of this Agreement until or the Closing Date, subject the Acquired Companies will permit (or, with respect to the limitations expressly set forth in this Agreement, Seller shall provide Purchaser and its Representatives reasonable access to the Assets operated by Seller or any of its Affiliates and access to and the right to copy, at Purchaser’s sole expensenon-controlled Acquired Subsidiaries, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall Company will use commercially reasonable efforts to cause such Acquired Subsidiaries to permit) representatives of Buyer (including legal counsel and accountants) to have, upon reasonable prior written notice, reasonable access during normal business hours and under reasonable circumstances, and in a manner so as not to interfere with the normal business operations of the Acquired Companies and so as to comply with any then-applicable COVID-19 Measures, to the premises, personnel, books, records (including Tax Returns (but excluding income Tax Returns of any federal consolidated (and state combined or unitary) group of which each Acquired Company is a member and limited with respect to all other Tax Returns and correspondence with accountants to the portions of such Tax Returns and correspondence with accountants that specifically relate to the Acquired Companies)), Material Contracts, and documents of or pertaining to the Acquired Companies. Buyer and its Affiliates and Representatives shall be permitted to perform environmental sampling, including sampling of soil, groundwater, surface water, building materials, or air or wastewater emissions, with the prior written consent of the Sellers’ Representative (which consent may not be unreasonably withheld, delayed or conditioned). Neither Buyer, the SPAC nor any of their respective Representatives will contact any employee, customer, supplier or landlord of any Acquired Company without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition prior written consent of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the RecordsAcquired Company, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee such Acquired Company shall have the right to accompany Purchaser have a Representative participate in any such discussion. Notwithstanding anything to the contrary in this Section 6.4(a), the Acquired Companies and Sellers will not be required to provide information that (i) would violate applicable Law, (ii) would violate confidentiality obligations that the Acquired Companies or the Sellers have to third parties; provided that the Sellers’ Representative shall give notice to Buyer of the fact that such documents or information are being withheld, thereafter shall use its reasonable best efforts to obtain a waiver of such obligation from the third parties, and, until such waiver is obtained provide such documents and information to the fullest extent permissible without violating such obligations, (iii) relates to the sale process of the Acquired Companies, bids received from other Persons in connection with the transactions contemplated by this Agreement and information and analysis relating to such bids, or (iv) constitutes information protected by the attorney/client and/or attorney work product privilege. Buyer will comply with, and will cause its Representatives to comply with, all of its obligations under the confidentiality agreement previously signed with respect to the Transaction (the “Confidentiality Agreement”), between the Company and the SPAC with respect to the terms and conditions of this Agreement and the Transaction and the Acquired Companies’ information disclosed pursuant to this Section 6.4(a), which agreement will remain in full force and effect until the Closing Date and survive any termination of this Agreement in accordance with the terms of the Confidentiality Agreement. (b) During the period from the date hereof and continuing until the earlier of the termination of this Agreement or the Closing Date, SPAC will permit representatives of the Sellers and the Company (including legal counsel and accountants) to have, upon reasonable prior written notice, reasonable access during normal business hours and under reasonable circumstances, and in a manner so as not to interfere with the normal business operations of SPAC and its Affiliates and so as to comply with any then-applicable COVID-19 Measures, to the premises, personnel, books, records, contracts, and documents of or pertaining to SPAC, Buyer and Merger Sub. Notwithstanding anything to the contrary in this Section 6.4(b), SPAC, Buyer and Merger Sub will not be required to provide information that (i) would violate applicable Law, (ii) would violate confidentiality obligations that SPAC, Buyer, or Merger Sub have to third parties; provided that SPAC shall give notice to the Sellers’ Representative of the fact that such documents or information are being withheld and thereafter shall use its commercially reasonable efforts to cause such documents or information, as applicable, to be made available in a manner that would not cause such a violation, or (iii) constitutes information protected by the attorney/client and/or attorney work product privilege. The Company will comply with, and will cause its Representatives whenever they are on site on to comply with, all of its obligations under the AssetsConfidentiality Agreement with respect to the terms and conditions of this Agreement and the Transaction and the information disclosed by SPAC, Buyer, and Merger Sub pursuant to this Section 6.4(b), which agreement will remain in full force and effect until the Closing Date and survive any termination of this Agreement in accordance with the terms of the Confidentiality Agreement.

Access. Upon execution of this Agreement until the Closing Date, subject Subject to applicable Law relating to the limitations expressly set forth in this Agreementsharing of information, Seller upon reasonable notice, and except as may otherwise be required by applicable Law, ICE and NYBOT each shall provide Purchaser (and shall cause its Representatives Table of Contents Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) reasonable access access, during normal business hours throughout the period prior to the Assets operated Effective Time, to its properties, books, contracts and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel as may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by Seller ICE or NYBOT; provided, further, that the foregoing shall not require ICE or NYBOT (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of ICE or NYBOT, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if ICE or NYBOT, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of ICE or NYBOT, as the case may be, or any of its Affiliates and access Subsidiaries, or (iii) in the case of ICE, to and the right permit any inspection, or to copydisclose any information relating to any regulatory enforcement, at Purchaser’s sole expense, the Records in Seller’s investigations or inquiries conducted by ICE or any other regulatory activities that the Chief Regulatory Officer of its Affiliates’ possession ICE determines, in his or control her sole discretion, is confidential and inappropriate to disclose to NYBOT. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of ICE or NYBOT, as the purpose case may be, or such Person as may be designated by either of conducting their executive officers, as the case may be, with a confirmatory review of the Assets, but only copy to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege General Counsel of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Sellerparty. Such access by Purchaser All such information shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to governed by the terms of this the Confidentiality Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the Assets.

Access. Upon execution (a) From the date hereof until the Closing Date or the earlier termination of this Agreement until the Closing Datein accordance with its terms, subject to the confidentiality obligations of Purchaser set forth herein and in the Confidentiality Agreement, and subject to the limitations expressly set forth in this AgreementSection 7.03(b), Seller shall provide (i) give Purchaser and its Purchaser’s Representatives reasonable access access, during normal business hours and upon reasonable advance notice, to the Assets operated by offices, properties, and books and records of Seller, the Company and the Selling Affiliate to the extent relating to the Business (which books and records shall include, without limitation, the books and records evidencing the compliance of Seller and the Selling Affiliate with the Protocol as it applies to the Business) and (ii) furnish to Purchaser and Purchaser’s Representatives such financial and operating data and other information in Seller’s possession relating to the Business as Purchaser may reasonably request; provided, however, that neither Purchaser nor any Purchaser Representative will have the right to perform any investigative procedures that involve physical disturbance or damage to the real property of Seller or its Affiliates (including any environmental sampling or testing at such real property) or any of its Affiliates and access to and the right to copy, at Purchaser’s sole expense, other assets of the Records in Business without Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only prior written consent. Any investigation pursuant to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation this Section 7.03 shall be conducted in a such manner that reasonably minimizes interference as not to interfere unreasonably with the operation conduct of the business of Seller and Seller, the Selling Affiliate or any applicable Third Party operator. Subject of their respective Affiliates. (b) Nothing in this Agreement will impose obligations on Seller, the Selling Affiliate or any of their respective Affiliates to the terms of this Agreement, all investigations and due diligence conducted by give Purchaser or any of Purchaser’s Representatives shall Purchaser Representative access to information if such access could reasonably be conducted at Purchaser’s sole costexpected to cause Seller, risk and expense and any conclusions made from any examination done by Purchaser the Selling Affiliate or any of Purchaser’s Representatives shall result from Purchaser’s own independent review their respective Affiliates to be in breach of any duty of confidence or any other duty or obligation under applicable Law (including antitrust and judgment. Seller shall Competition Laws and Laws affecting privacy, personal information and the collection, handling, storage, processing, use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition disclosure of the samedata); provided, however, that Seller shall, and shall have cause the Selling Affiliate and each of their respective controlled Affiliates to, (i) use reasonable efforts to obtain consent to disclose information covered by a confidentiality agreement or other duty of confidence and (ii) disclose competitively sensitive information to the Purchaser’s external legal advisers pursuant to a common interest or joint defense agreement entered into by and between Seller and Purchaser. (c) Confirmation of Tantalum Inventory and Non-Tantalum Inventory. (i) During the week prior to the Closing, Seller shall provide Purchaser with a copy of the report relating to its most recent physical inspection of the Business’s Tantalum Inventory and Non-Tantalum Inventory (including, for the avoidance of doubt, any Tantalum Inventory or Non-Tantalum Inventory of the Business contained in offsite storage facilities) and all relevant documentation bringing the inventory levels set forth therein forward to (A) the date of such delivery and (B) the anticipated Closing Date (such Tantalum Inventory, the “Closing Tantalum Inventory”, and such Non-Tantalum Inventory, the “Closing Non-Tantalum Inventory”). Such report shall identify and quantify in a reasonable level of detail each subcategory comprising the definition of Minimum Tantalum Inventory and Minimum Non-Tantalum Inventory and shall be accompanied by a certification of such Closing Tantalum Inventory and Closing Non-Tantalum Inventory by an executive officer of Seller. (ii) If the Closing Tantalum Inventory is less than the Minimum Tantalum Inventory, then Seller shall, as soon as reasonably practicable but in no liability event later than six (6) months after the Closing Date, deliver to Purchaser an amount of Tantalum Inventory equal to: (or otherwise be A) in breach the case of this agreementa shortfall in tantalum ore, K2TaF7 and scrap, such shortfall from a source specified as “non-conflict”; and (B) for failure to obtain such operator’s permissionin the case of a shortfall in any of (i) capacitor powder, work in progress and finished goods, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties mill work in progress, finished goods and scrap or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access tantalum trays, such amount of tantalum ore, K2TaF7 and scrap from a source specified as “non-conflict” as is necessary for the Business to which produce the shortfall in the ordinary course, and Seller has shall pay Purchaser an amount equal to the authority aggregate cost to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right Business to accompany Purchaser and its Representatives whenever they are on site produce such shortfall (calculated on the Assetsbasis of the aggregate weighted average conversion cost per pound incurred by the Business to produce each type of the shortfall in the three (3) months prior to the Closing Date) from the tantalum ore, K2TaF 7 and scrap delivered by Seller. (iii) If the Closing Non-Tantalum Inventory is less than the Minimum Non-Tantalum Inventory, then Seller shall, within five (5) Business Days after the Closing Date, pay to Purchaser by wire transfer of immediately available funds cash in an amount equal to such shortfall calculated by reference to book value in accordance with GAAP and on a basis consistent with past practice.

Access. Upon execution of this Agreement until Prior to the Closing Date, Seller shall (1) give Buyer and its accounting, legal, business, environmental, engineering, intellectual property and other authorized representatives and advisors full access, during normal business hours, to all plants, offices, warehouses and other facilities and properties of Seller relating to the Products, the Assets and the Business, (2) furnish Buyer and its authorized representatives and advisors with all documents and information relating to the Products, the Assets and the Business as may be reasonably requested by Buyer and its authorized representatives and advisors, (3) permit Buyer and its authorized representatives and advisors to review all books, records and Contracts relating to the Products, the Assets and the Business as may be reasonably requested by Buyer and its authorized representatives and advisors, and make copies thereof, (4) make available Seller’s employees and advisors, including those responsible for the management of the Business, and cause Seller’s employees and advisors to furnish Buyer and its authorized representatives and advisors with data and other information with respect to the Products, the Assets and the Business as may be reasonably requested by Buyer and its authorized representatives and advisors, and discuss with Buyer and its authorized representatives and advisors the affairs of the Business, (5) subject to the limitations expressly set forth in this Agreementprior notice to Seller, Seller shall provide Purchaser facilitate, and accompany Buyer and its Representatives reasonable access authorized representatives and advisors on, visits only to the Assets operated by Seller or any four largest customers of its Affiliates and access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control Business for the purpose of assisting Buyer in determining whether it will be able or given the opportunity to conduct the Business after the Closing with respect to such customers in the manner heretofore conducted by Seller or otherwise to qualify itself or its products or facilities for the purpose of so conducting a confirmatory review the Business, and (6) fully cooperate with Buyer and its authorized representatives and advisors in their investigation and examination of the AssetsProducts, but only the Assets and the affairs of the Business, in all of the foregoing instances, except as to the extent that information to be provided by Seller may do so without (a) violating applicable Lawsat Closing pursuant to Section 5.28. No investigation, (b) violating any obligations or receipt of information provided by or on behalf of Seller or review thereof by Buyer or its representatives or advisors shall diminish or obviate, or relieve Seller or ▇▇▇▇▇▇ from, or affect Buyer’s ability or right to any Third Party, (c) waiving any legal privilege of Sellerrely on, any of its Affiliates or its counselorsthe representations, attorneyswarranties, accountants or consultants, covenants and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business agreements of Seller or ▇▇▇▇▇▇ contained in this Agreement and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the AssetsTransaction Documents.

Access. Upon execution of this Agreement until Prior to the Closing DateClosing, upon reasonable notice from Purchaser, and subject to the limitations expressly set forth in this Agreement, Seller shall provide Purchaser and its Representatives reasonable access to provisions of any applicable lease or sublease (whether the Assets operated by Seller Company or any of its Affiliates and access to and the right to copy, at Purchaser’s sole expenseSubsidiaries is a lessor/sublessor or lessee/sublessee), the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only Company shall afford to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselorsofficers, attorneys, accountants or consultants, and (d) other authorized representatives of Purchaser reasonable access during normal business hours to the extent that Seller has authority business, employees, Real Estate, facilities and books and records of the Company and each of its Subsidiaries relating to grant the business then conducted and/or operated or previously conducted and/or operated by the Company and its Subsidiaries for all or any portion of its business (including without limitation all Tax Returns and communications with any Governmental Authority relating to Taxes), so as to afford Purchaser full opportunity to make such access without breaching any restriction binding on Seller. Such access by review, examination and investigation of such businesses as Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted determines are reasonably necessary in a manner that reasonably minimizes interference connection with the operation consummation of the business of Seller transactions contemplated hereby and any applicable Third Party operator. Subject shall execute such contracts as may be required to the terms of this Agreement, all investigations and due diligence conducted access information held by Purchaser third parties or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done cause an inspection by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the samea Governmental Authority; provided, however, that Seller the foregoing right of access shall have no liability not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such Person. Purchaser shall be permitted to make extracts from or to make copies of such books and records as may be reasonably necessary in connection therewith. Prior to the Closing, the Company shall, and shall cause each of its Subsidiaries to, and each of its Subsidiaries shall, promptly furnish Purchaser with access to such maintenance records, operating data and other information relating to the business then owned and/or operated by the Company and each of its Subsidiaries as Purchaser may reasonably request. The Company shall promptly deliver to Purchaser (such copies of all pleadings, motions, notices, statements, schedules, applications, reports and other papers filed by the Company or any of its Subsidiaries, or by any Person in connection with or related to the Company's and its Subsidiaries' businesses, and after the consummation of the Restructuring, in each case in the Bankruptcy Cases. The Company shall promptly provide to Purchaser all documents and materials relating to the Restructuring, the proposed transfer of the Shares, the Accepted Contracts or any portion thereof, and otherwise be cooperate with Purchaser, to the extent reasonably necessary in breach connection with Purchaser's preparation for or participation in any part of the Bankruptcy Cases in which Purchaser's participation is necessary, required or reasonably appropriate. The Company shall promptly deliver to Purchaser all pleadings, motions, notices, statements, schedules, applications, reports and other papers filed in any other judicial or administrative proceeding as Purchaser may reasonably request. In addition, the Company shall, and shall cause each of its Subsidiaries to consult with Purchaser with respect to any press release or public statement outside the Bankruptcy Court concerning, in whole or in part, the transactions contemplated by this Agreement. Without limiting the generality of this agreement) for failure to obtain such operator’s permissionSection 4.1, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access if requested by Purchaser, the RecordsCompany, and (iii) grant any upon reasonable notice, shall provide access to which Seller has the authority Real Estate to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they representatives and agents for purposes of conducting unintrusive environmental assessments, including Phase I analyses or further analyses if Purchaser deems such analyses are on site on warranted as a result of a Phase I analysis or otherwise. To the Assetsextent that any applicable lease or sublease (whether the Company or any of its Subsidiaries is a lessor/sublessor or lessee/sublessee) restricts the ability of the Company's or any of its Subsidiaries to grant access to any property, the Company and its Subsidiaries shall use all reasonable best efforts to provide for such access as Purchaser may reasonably request hereunder. For the avoidance of doubt, the Company shall not be required to provide Purchaser access to information regarding bids or expressions of interest received by the Company, before the Bid Deadline Date.

Access. Upon execution of this Agreement until On and after the Closing Date, subject the Purchaser will cause the Companies to afford promptly to the limitations expressly set forth in this Agreement, Seller shall provide Purchaser and its Representatives agents reasonable access to the Assets operated by Seller or any each of its Affiliates their respective properties, books, records, employees and access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only auditors to the extent that necessary to permit the Seller may do so without (a) violating applicable Laws, (b) violating to determine any matter relating to its rights and obligations hereunder or to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates period ending on or its counselors, attorneys, accountants or consultants, and (d) to before the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the sameClosing Date; provided, however, that any such access by the Seller shall have no liability not unreasonably interfere with the conduct of the business of the Purchaser. The Purchaser shall promptly provide the Seller with copies of any environmental assessments or audits of any of the properties of the Seller conducted by the Purchaser or its representatives. The Purchaser will hold, and will use its reasonable best efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by Requirements of Law, all confidential documents and information concerning the Seller or the Companies provided to it pursuant to this Section 6.2. The Purchaser agrees that it is not authorized to and will not (and will not permit any of its officers, directors or otherwise be Affiliates to) contact any director, employee, supplier, customer or other material business relation of the Seller or the Companies prior to the Closing without the prior written consent of the Seller except for contacts in breach the ordinary course of the Purchaser’s business that do not make inquiry or disclosure respecting the Companies, the Seller, the transactions contemplated by this Agreement, the Purchaser’s contact or interaction with the Companies or the Seller, the existence of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to Agreement or any Third Parties other interaction involving the Companies or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the Assets.

Access. Landlord and their designated representative(s) may enter the Premises in order to do any of the following: 1. Upon execution reasonable notice to Tenant and at reasonable times: i. inspect the Premises; ii. make necessary or agreed repairs, decorations, alterations, or improvements; iii. supply necessary or agreed services; iv. exhibit the Premises to prospective or actual mortgagees, workmen, contractors, appraisers and/or representatives of any Owners' Association. 2. After notice of termination of this Agreement until lease by Landlord or Tenant beginning ninety days preceding the Closing Dateexpiration of the lease term, subject place a "For Sale" or "For Lease" sign upon the premises in addition to a realtor lockbox and exhibit the premises to prospective and/or actual purchasers and/or tenants at reasonable times and during reasonable hours. 3. In case of emergency, where it is impractical for Landlord to give reasonable notice to Tenant of Landlord's intent to enter the Premises, or in case the Premises have been vacated, abandoned, or surrendered by Tenant, the Premises may be entered by Landlord, and/or their duly designated representative(s) without notice to the limitations expressly set forth in this AgreementTenant. If Tenant does not keep any scheduled maintenance appointment, Seller or fails to allow access during regular business hours for purposes of accomplishing any of the above objectives, Tenant shall provide Purchaser and its Representatives reasonable bear any additional expense incurred by Landlord as a result of Tenant's failure to keep the appointment or Tenant's denial of access to the Assets operated by Seller Premises to Landlord. If the Tenant refuses to allow or any of its Affiliates and prevents access to the Landlord as provided herein, Landlord may obtain injunctive relief to compel access or may terminate this Lease. In either case, Landlord may recover actual damages sustained and reasonable attorney's fees. 4. Should it become necessary to make repairs or to decorate the right Premises, Landlord, whenever possible, shall make arrangements for contracted workers to copy, coordinate with Tenant the time and date when workers may enter the Premises in order to accomplish the work. It then shall be the Tenant's responsibility to insure that these workers have access to the Premises at Purchaser’s sole expense, a time and date convenient to both Tenant and workers and that this time and date should be during the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review regular business hours of the Assets, but only firm doing the work. 5. Tenant hereby covenants and agrees to complete any forms required by the Rules and Regulations and/or Association Documents and to give Landlord permanent authorized admittance to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to Premises throughout the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller Lease Term and any applicable Third Party operator. Subject to the terms of this Agreementrenewal, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expensesextension, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the Assetsholdover term.

Access. Upon execution of this Agreement until (a) The Companies shall, through the Closing Date, subject upon reasonable notice and during normal business hours: (i) make available in the Data Room for inspection by the counsel, auditors and representatives of UEC, all of the Companies’ respective books, records, contracts, documents, correspondence and other written materials, and afford such Persons every reasonable opportunity to make copies thereof and take extracts therefrom at the limitations expressly set forth sole cost of UEC; (ii) authorize and permit such Persons at the risk and the sole cost of UEC, and only if such Persons do not unduly interfere in this Agreementthe operations of the Companies, Seller shall provide Purchaser and its Representatives reasonable access to the Assets operated by Seller or any attend at all of its Affiliates respective places of business and access operations to observe the conduct of its business and operations, inspect its properties and assets and make physical counts of its inventories, shipments and deliveries; and (iii) require the Companies’ management personnel to respond to all reasonable inquiries concerning the business, Liabilities, assets, and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any conduct of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) violating applicable Laws, business. (b) violating any obligations to any Third PartyUEC shall, (c) waiving any legal privilege for a period of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) at least five business days prior to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s Closing Date, upon reasonable notice and during normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to : (i) obtain permission make available for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect inspection by the condition counsel, auditors and representatives of the samePacific Road Funds and the Companies, at such location as is appropriate, all of UEC’s books, records, contracts, documents, correspondence and other written materials, and afford such Persons every reasonable opportunity to make copies thereof and take extracts therefrom at the sole cost of the Pacific Road Funds and the Companies; provided, however, that Seller shall have no liability to Purchaser (or otherwise be provided such Persons do not unduly interfere in breach the operations of this agreement) for failure to obtain such operator’s permission, UEC; (ii) obtain a waiver authorize and permit such Persons at the risk and the sole cost of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view the Pacific Road Funds and access the RecordsCompanies, and only if such Persons do not unduly interfere in the operations of UEC, to attend at all of its places of business and operations to observe the conduct of its business and operations, inspect its properties and assets and make physical counts of its inventories, shipments and deliveries; and (iii) grant any access require UEC’s management personnel to which Seller has respond to all reasonable inquiries concerning UEC’s business assets or the authority conduct of its business relating to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser Liabilities and its Representatives whenever they are on site on the Assetsobligations.

Access. Upon execution of this Agreement until the Closing Date, subject to the limitations expressly set forth in this Agreement, Seller Elected or appointed union representatives shall provide Purchaser and its Representatives reasonable have access to the Assets operated by Seller or any premises of its Affiliates the Judiciary to investigate grievances and access for other purposes related to and the right role of the union as exclusive representative. The union shall provide to copythe Judiciary, at Purchaser’s sole expensein writing, the Records names of duly authorized representatives who may require such access. Authorized representatives must be acknowledged and approved by the Judiciary prior to being granted access for union business on Judiciary premises. These acknowledged representatives shall provide written notice to the Trial Court Administrator/Senior Manager or his/her designee of their intent to access the premises at least one (1) week in Seller’s or any advance of its Affiliates’ possession or control for the intended visit. This notice shall include the purpose of conducting a confirmatory review of the Assetsvisit, but only the proposed time and date and specific work areas involved. Union representatives that fail to follow the extent that Seller above listed procedures may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain denied access to Third Party operated Assets Judiciary premises. Provided requests have been made pursuant to inspect the condition of the same; providedthis Article, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee union representatives shall have the right opportunity to accompany Purchaser consult with employees in this unit before the start of the work shift, during lunch or breaks or after completion of the work shift. The Judiciary shall designate appropriate places for such meetings at its facilities. This access shall be exercised with minimum interference to the operations of the Judiciary. Elected or appointed union representatives shall be permitted reasonable use of telephones and its Representatives whenever they are on site on interoffice mail (including E-mail) for matters relating to union representation of unit employees. Use of telephones, interoffice mail and e-mail shall be consistent with Judiciary policies. Elected or appointed union representatives shall also be permitted reasonable use of interoffice mail for matters relating to union representation of unit employees. A claim by the AssetsJudiciary that an employee has allegedly violated any of the above-described privileges shall be brought to the attention of the Union and the Union will promptly investigate and take any action necessary to ensure the proper administration of these provisions. Elected or appointed union representatives shall request, in writing, permission of the Trial Court Administrator/Senior Manager, or his/her designee, for use of court facilities, including meeting rooms. Attendance by employees for meetings during said employees’ work shift shall be charged against aggregate union time.

Access. Upon execution (a) To the extent permitted by applicable Law, between the date of this Agreement until and the Closing Date, subject to the limitations expressly set forth in this AgreementSeller will, Seller shall provide Purchaser during ordinary business hours and its upon reasonable notice, (i) give Buyer and Buyer’s Representatives reasonable access to the Assets operated Purchased Assets; (ii) permit Buyer to make such reasonable inspections thereof as Buyer may reasonably request; (iii) furnish Buyer with such financial and operating data and other information with respect to the Business as Buyer may from time to time reasonably request; and (iv) furnish Buyer with a copy of each material report, schedule, or other document principally relating to the Business filed or submitted by Seller with, or received by Seller from, any Governmental Entity; provided, however, that (i) any such investigation will be conducted in such a manner as not to interfere unreasonably with the operation of the Business or any other Person; (ii) Seller shall not be required to take any action which would constitute or result in a waiver of the attorney-client privilege; and (iii) Seller shall not be required to supply Buyer with any information which Seller is under a legal obligation not to supply. Buyer will indemnify and hold harmless Seller from and against any Losses incurred by Seller, its Affiliates and or their Representatives by any action of Buyer or Buyer’s representatives while present on any of the Purchased Assets or other premises to which Buyer is granted access hereunder (including restoring any such premises to the condition substantially equivalent to the condition such premises were in prior to any such investigation). Notwithstanding anything in this Section 7.2 to the contrary, (i) Buyer will not have access to personnel and medical records if such access could, in Seller’s good faith judgment, subject Seller to risk of liability or otherwise violate the Health Insurance Portability and Accountability Act of 1996 and (ii) any investigation of environmental matters by or on behalf of Buyer will be limited to visual inspections and site visits commonly included in the scope of “Phase 1” level environmental inspections, and Buyer will not have the right to copyperform or conduct any other sampling or testing at, at Purchaser’s sole expensein, the Records in Seller’s on, or underneath any of the Purchased Assets. (b) For a period of three (3) years after the Closing Date, each Party and its Affiliates’ possession or control for the purpose of conducting a confirmatory review representatives will have reasonable access to all of the books and records relating to the Business or the Purchased Assets, but only including all Transferred Employee Records, in the possession of the other Party, and to the employees of the other Party, to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Sellermay reasonably be required by such Party in connection with the Assumed Obligations or the Excluded Liabilities, or other matters relating to or affected by the operation of the Business and the Purchased Assets. Such access will be afforded by Purchaser shall be limited to Seller’s the applicable Party upon receipt of reasonable advance notice and during normal business hours, and Purchaser’s investigation shall will be conducted in such a manner that reasonably minimizes interference as not to interfere unreasonably with the operation of the business of Seller any Party or its respective Affiliates. The Party exercising the right of access hereunder will be solely responsible for any costs or expenses incurred by either Party in connection therewith. If the Party in possession of such books and records desires to dispose of any applicable Third Party operator. Subject such books and records prior to the terms expiration of this Agreementsuch seven-year period, all investigations such Party will, prior to such disposition, give the other Party a reasonable opportunity at such other Party’s expense to segregate and due diligence conducted by Purchaser or any take possession of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk such books and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or records as such other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the Assetsmay select.

Access. Upon execution of this Agreement until (a) From and after the Closing DateClosing, subject Buyer agrees to the limitations expressly set forth in this Agreement, cooperate with and to grant to each Seller shall provide Purchaser Party and its Representatives Affiliates and their respective officers, employees, attorneys, accountants, representatives and agents, during normal business hours, reasonable access to the information and records relating to the Transferred Assets operated received by Seller or any Buyer in connection with the transactions contemplated by this Agreement and to permit copying of its Affiliates documents and access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control records for the purpose purposes of conducting a confirmatory review of the Assets(i) any financial reporting or Tax matters (including without limitation any financial and Tax audits, but only to the extent that Seller may do so without Tax contests, Tax examination, preparation for any Returns or financial records); (aii) violating applicable Laws, any regulatory reporting matters; (biii) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence being conducted by Purchaser any Governmental Body involving the Transferred Assets; (iv) any claims or litigation (other than between the Parties) involving the Transferred Assets; or (v) any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser similar or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgmentrelated matter. Each Seller Party shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain ensure that its access to Third Party operated and requests for records and documents pursuant to this Section 9.6 (Access) are conducted so as not to interfere with the normal and ordinary operation of Buyer’s business. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. (b) Buyer agrees to retain or cause to be retained all books and records pertinent to the Transferred Assets and the Licensed Know-How for at least [***] after the Closing Date. If Buyer desires to inspect the condition dispose of any of the same; providedTransferred Records prior to the expiration of such [***] period, howeverBuyer shall, that prior to such disposition, give Seller Parties a reasonable opportunity, at Seller Parties’ expense, to separate and remove such Transferred Records as Seller Parties shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the Assetsselect.

Access. Upon execution (a) Each Seller shall permit the representatives of the Buyer listed on Schedule 4.3 to this Agreement until to have access (at reasonable times, on reasonable prior written notice and in a manner so as not to interfere with the Closing Date, subject normal business operations of the Business) to the limitations expressly premises, properties, financial and accounting records, contracts, and other records and documents, of or pertaining to the Business. Notwithstanding the foregoing, none of the Sellers shall be obligated (i) to provide any information, documents or access to any person unless the Buyer is responsible, pursuant to the terms of the confidentiality letter agreement dated June 27, 2011 between the Buyer and the Parent (the “Confidentiality Agreement”), for the use and disclosure of any information obtained by such person from any Seller, or such person enters into a confidentiality agreement with the Parent on terms that are substantially the same as those set forth in the Confidentiality Agreement or (ii) to provide any information, documents or access that would (A) violate the provisions of any applicable laws or regulations (including without limitation those relating to security clearance or export controls) or any confidentiality agreement to which it is a party or (B) cause the loss of the attorney-client privilege with respect thereto. Prior to the Closing, the Buyer and its representatives shall not contact or communicate with the employees, customers and suppliers of any Seller or the Business Subsidiary in connection with the transactions contemplated by this Agreement, Seller shall provide Purchaser except with the prior written consent of the applicable Seller. (b) The Buyer and its Representatives reasonable access to the Assets operated Sellers acknowledge and agree that the Confidentiality Agreement remains in full force and effect and that information provided by any Seller or any of its such Seller’s Affiliates and access to and the right Buyer pursuant to copy, at Purchaser’s sole expensethis Agreement prior to the Closing shall be treated in accordance with the Confidentiality Agreement. If this Agreement is terminated prior to the Closing, the Records Confidentiality Agreement shall remain in Seller’s full force and effect in accordance with its terms. If the Closing occurs, the Confidentiality Agreement, insofar as it covers information relating exclusively or any of its Affiliates’ possession or control for primarily to the purpose of conducting a confirmatory review Business, shall terminate effective as of the AssetsClosing, but only to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, shall remain in effect insofar as it covers other information disclosed thereunder. (c) waiving Notwithstanding any legal privilege provision of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) this Agreement to the extent that Seller has authority contrary, the Buyer and its representatives shall not have any access at any time prior to grant such access without breaching the Closing to any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with information regarding pending or proposed bids for new contracts or subcontracts or any related information where the operation Buyer or an Affiliate of the business of Seller and any applicable Third Party operator. Subject Buyer also has submitted or intends to the terms of this Agreement, all investigations and due diligence conducted by Purchaser submit a bid for such contract or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the Assetssubcontract.

Access. Upon execution (a) Between the date of this Agreement until and the Closing Date, subject to the limitations expressly set forth in this Agreement, Seller shall provide Purchaser and its Representatives authorized representatives access, upon reasonable access to the Assets operated by Seller or any of its Affiliates notice and access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s during normal business hours, to copies of Seller's confidential, proprietary and non-public information ("Confidential Information") including without limitation Seller's books, records, contracts, documents, Loan files, and other information of or relating to the Branch Offices except the Confidential Information that Seller is by law not permitted to disclose. (b) Purchaser’s investigation 's investigations shall be conducted in a manner that reasonably minimizes interference which does not unreasonably interfere with the operation of the business of Seller's normal operations, customers, and employee relations. Seller and any applicable Third Party operatorits employees shall cooperate with and assist Purchaser to perform said investigations. (c) All of Seller's Confidential Information shall be treated as and remain the sole property of Seller. Subject If the transactions contemplated by this Agreement do not occur, Purchaser and its representatives shall return to Seller, or destroy, all of Seller's Confidential Information, and all documents, notes, summaries and other materials that contain, refer to, or are derived from such Confidential Information; Purchaser shall certify to the terms return or destruction of such Confidential Information. (d) Purchaser shall keep confidential and not disclose any of Seller's Confidential Information that is not acquired by Purchaser. Purchaser shall not directly or indirectly use Seller's Confidential Information for any purpose other than the consummation of this Agreement, all investigations and due diligence conducted by Purchaser or any of . (e) Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other 's obligations to or by keep confidential and to not disclose Seller) 's Confidential Information shall not apply to any information which was (i) obtain permission for Purchaser in Purchaser's possession prior to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permissionits disclosure by Seller, (ii) obtain a waiver of confidentiality obligations owed generally known to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Recordspublic, and (iii) grant rightfully disclosed to Purchaser by a third party or (iv) disclosed pursuant to a securities filing or requirement of law following at least 30 days prior written notice to Seller. (f) Upon receipt of all of the Requisite Regulatory Approvals other than the expiration of any access statutory waiting period relating thereto, and upon notice to Seller of a proposed Closing Date, Purchaser may communicate with, and deliver information, brochures, bulletins, press releases, and other communications to, depositors, Loan borrowers and other customers of the Branch Offices concerning (i) the transactions contemplated by this Agreement and (ii) the business and operations of Purchaser. The communications described hereinabove must be made with Seller's prior written consent (which Seller has consent shall not be unreasonably withheld) and shall be made at Purchaser's sole cost and expense. Seller, if so requested by Purchaser, shall on behalf and at the authority sole cost and expense of Purchaser, furnish information and communications to grant without breaching depositors, Loan borrowers, and other customers of the Branch Offices in a commercially reasonable manner. (g) Except as may be required in connection with the obtaining of the Requisite Regulatory Approvals, Purchaser shall not disclose to any restriction binding on Seller. Seller or its designee shall have person, including to employees of the right Branch Offices, the possible closing of any of the Branch Offices prior to accompany Purchaser and its Representatives whenever they are on site on the AssetsClosing Date.

Access. Upon execution (a) Between the date of this Option Agreement until and the Closing Date, subject Sellers will, and will cause each Casablanca Subsidiary to, afford to the limitations expressly set forth in this Agreement, Seller shall provide Purchaser authorized representatives and its Representatives agents of the Buyer free and reasonable access to the Assets operated by Seller or any of its Affiliates and access to and the right to copyinspect the assets, at Purchaser’s sole expenseproperties, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only books and records thereof and their respective Affiliates to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations related to any Third PartyCasablanca Subsidiary or any Casablanca Property, (c) waiving and will furnish, or cause to be furnished to, the Buyer such additional financial and operating data and other information regarding the same as the Buyer may from time to time reasonably request and is available to Sellers or any legal privilege Casablanca Subsidiary. Sellers will, and will cause each Casablanca Subsidiary to, make reasonably available for conference any of their respective officers and employees and will attempt to make available their respective agents vendors or suppliers who are involved in the business conducted at any Casablanca Property as reasonably requested by the Buyer and will supply, or cause to be supplied, to the Buyer all other information that the Buyer deems necessary to review the Casablanca Property as is available to Sellers or any Casablanca Subsidiary. The Buyer and the Buyer’s agents, representatives and designees will also have the continuing right until the Closing to enter in and upon the Casablanca Properties to inspect, examine, survey and make any borings, soil bearing tests, monitoring ▇▇▇▇▇, or other physical tests and any other engineering, structural, building system, environmental, architectural or landscaping test, drawings, investigations, analyses or surveys which the Buyer deems necessary or appropriate, subject to the prior written approval of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (dwhich approval shall not be unreasonably withheld. Any access pursuant to this Section 6.2(a) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject subject to the terms of the applicable Property Lease. (b) The Buyer will cooperate with Sellers to conduct the inspections, examinations, surveys, tests, drawings, investigations, analyses, surveys, reviews and interviews contemplated in this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be Section 6.2 in such a manner as to cause as little disruption to the business conducted at Purchaser’s sole costthe Casablanca Properties as possible, risk and expense the Buyer will indemnify, defend and any conclusions made save the Sellers harmless from any examination done Damages incurred by Purchaser the Sellers to the extent such Damages are caused by Buyer’s or any its employees’, contractors’ or representatives’ negligence in the performance of Purchaser’s Representatives shall result from Purchaser’s own independent review such inspections, examinations, surveys, analyses, tests, drawings, investigations, surveys, reviews and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the sameinterviews; provided, however, that Seller in no event shall have no liability to Purchaser (or otherwise the Buyer be in breach liable for any Damages based solely on its discovery of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the Assetspre-existing conditions.

Access. (a) Upon execution of this Agreement until reasonable notice, and except as may otherwise be required by applicable law, the Closing DateCompany shall (and shall cause its Subsidiaries to) afford Parent's officers, subject employees, counsel, accountants and other authorized representatives ("Representatives") access, during normal business hours throughout the period prior to the limitations expressly set forth Effective Time, to the Company's and its Subsidiaries' management, properties, books, contracts and records and, during such period, shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning the Company's and its Subsidiaries' business, properties and personnel as may reasonably be requested, provided that no investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty made by the Company, and provided, further, that the foregoing shall not require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall have used all reasonable efforts to obtain the consent of such third party to such inspection or disclosure. All requests for information made pursuant to this Section 6.7(a) shall be directed to an executive officer of the Company or such Person as may be designated by the Company's officers. All such information, and all information obtained pursuant to the immediately preceding paragraph, shall be governed by the terms of the Confidentiality Agreement (as hereinafter defined). The Company will provide, and will cause its Subsidiaries to provide, to Parent all information relating to financial and market conduct examinations or other investigations by any Governmental Entity of the Company and/or its Subsidiaries, including, but not limited to, copies of all correspondence with any Governmental Entity. The Company and its Subsidiaries will notify Parent of any meetings or communications with any Governmental Entity on market conduct or financial examinations and related issues and will permit representatives of the Parent to participate in all conference calls or meetings relating to such examinations or investigations. In addition, the Company and its Subsidiaries will take all actions, including waiving any confidentiality restrictions, that may be necessary or required to allow any Governmental Entity to discuss all aspects of their examinations and/or investigations with Parent; provided, that a representative of the Company shall be given the opportunity to be present during any such discussions. Prior to the Effective Time, the Company will use its best efforts to resolve in a manner reasonably acceptable to Parent any regulatory compliance issues, including, without limitation, issues arising out of market conduct examinations. (b) Upon reasonable notice, and except as may otherwise be required by applicable law, Parent shall afford the Company's Representatives such access as is reasonably requested (giving due consideration to the size and capitalization of, and availability of public information concerning, Parent and the pricing and other terms contained in this Agreement), Seller shall provide Purchaser and its Representatives reasonable access during normal business hours throughout the period prior to the Assets operated Effective Time, to a limited number of Parent's management personnel and all relevant books and records, provided that no investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty made by Seller Parent, and provided, further, that the foregoing shall not require Parent to permit any inspection, or to disclose any information, that in the reasonable judgment of Parent would result in the disclosure of any trade secrets of third parties or violate any of its Affiliates and access obligations with respect to and the right confidentiality. All requests for information made pursuant to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (athis Section 6.7(b) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited directed to Seller’s normal business hours, and Purchaser’s investigation an executive officer of Parent or such Person as may be designated by Parent's officers. All such information shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to governed by the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts the Confidentiality Agreement (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the Assetsas hereinafter defined).

Access. Upon execution of this Agreement until reasonable notice, from the date hereof through the Closing Date, subject the Sellers shall afford to the limitations expressly set forth in this Agreementofficers, Seller shall provide Purchaser employees, accountants, legal counsel and its Representatives other representatives of the Buyer full access upon reasonable access prior notice and during normal business hours to all of the properties, books, contracts, commitments, SAP data bases and associated files, file structure and file field definitions, Financial Information and records of the Sellers related to the Assets operated by Seller Purchased Assets. Buyer shall be entitled to conduct appraisals of all or any of its Affiliates and access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review portion of the AssetsPurchased Assets and to conduct inspections thereof. In addition, but only to the extent that Seller may do so without Sellers shall grant Buyer limited access (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (dwith Florsheim's participation in such contacts) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hoursMajor Customers, the Major Suppliers and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation lessors of the business Purchased Stores and shall reasonably cooperate with Buyer in communicating with such persons. Nothing in this Agreement shall prevent Buyer or its Affiliates from initiating or having contact with any Person (including Major Customers, Major Suppliers and the lessors of Seller and any applicable Third Party operator. Subject the Purchased Stores) in the ordinary course of Buyer's business, provided that prior to the terms Effective Time of Closing Buyer shall have no discussion regarding this AgreementAgreement or the Sellers (except to confirm information publicly disclosed by the Sellers or to state that such matters cannot be discussed) except with Florsheim's participation. Between the date hereof and the Closing Date, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller the Sellers shall use commercially reasonable efforts (but without to make available to Buyer the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition services of the same; Sellers' information technology employees as reasonably requested by Buyer, provided, however, that Seller any request that, in the Sellers' discretion, would significantly interfere with the ordinary course operation of the Sellers' business would not be reasonable for this purpose. If Buyer expressly requests that Sellers use their best efforts to retain the services of a particular information technology employee, Buyer shall have no liability reimburse the Sellers for the Sellers' costs (including salary and benefits but not corporate overhead), determined on an hourly basis, of continuing to Purchaser (or otherwise be in breach employ any such information technology employee, and Buyer shall reimburse the Sellers for the full cost of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality any severance obligations owed incurred by the Sellers with respect to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the Assetssuch information technology employee.

Access. Upon execution Subject to specific restrictions imposed upon Seller and Company by Law or Contract to which either of this Agreement until the Closing Date, subject them is a party and to the limitations expressly execution and delivery by each of the representatives of Buyer referred to below of a confidentiality agreement on substantially the same terms as set forth in that certain Confidentiality Agreement dated April 30, 1997 by and between Buyer and Seller, Seller and Company shall authorize and permit Buyer and its representatives (which term shall be deemed to include its independent accountants and counsel and representatives of prospective financing institutions of Buyer) to have reasonable access during normal business hours, upon reasonable notice and in such manner as will not unreasonably interfere with the conduct of their respective businesses, to all of their respective properties, books, records, operating instructions and procedures, Tax Returns, and all other information with respect to the Business as Buyer may from time to time request, and to make such reasonable numbers of copies of such books, records and other documents and to discuss their respective businesses with such other Persons, including, without limitation, the directors, officers, employees, accountants, counsel, suppliers, customers, and creditors of Seller (with respect to the Business) and Company, as are reasonably necessary or appropriate for the purposes of familiarizing them with the Business and obtaining any necessary Approvals of or Permits for the transactions contemplated by this Agreement, Seller shall provide Purchaser and its Representatives reasonable access to . Without limiting the Assets operated by Seller or any of its Affiliates and access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review generality of the Assetsforegoing, but only Buyer shall be entitled to the extent that Seller may do so without (a) violating applicable Lawsconduct or cause to be conducted without the consent of Seller or Company, an environmental compliance audit of the Business and, respect to any interest in real property held by Seller (with respect to the Business) or Company, a non-invasive environmental audit consisting of a "phase 1" environmental study, (b) violating any obligations conduct or cause to be conducted subject to the prior written consent of Seller or Company (which consent shall not be unreasonably withheld) with respect to any Third Party, interest in real property held by Seller (with respect to the Business) or Company such other environmental investigations or studies as Buyer may desire and (c) waiving any legal privilege review, as soon as available, copies of Sellerall reports, any of its Affiliates or its counselorsrenewals, attorneysfilings, accountants or consultantscertificates, statements and other documents received by Seller (d) with respect to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser Business) or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made Company from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the AssetsGovernmental Entity.

Access. Upon execution of this Agreement until the Closing Date, subject to the limitations expressly set forth in this Agreement, Seller shall provide Purchaser and its Representatives reasonable access to the Assets operated by Seller or any of its Affiliates and access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) violating applicable LawsUpon reasonable notice, (b) violating any obligations to any Third Party, (c) waiving any legal privilege each of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultantsDISH and EchoStar shall, and (d) shall cause each of their respective Subsidiaries to, afford to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Sellerother party and the other party’s Representatives reasonable access, during normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with hours upon prior notice throughout the operation of the business of Seller and any applicable Third Party operator. Subject period prior to the terms Effective Time, to their respective personnel, properties, Contracts, filings with Governmental Entities and books and records and, during such period, each of this AgreementDISH and EchoStar shall furnish promptly to the other party all available information concerning its business as DISH or EchoStar, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole costas the case may be, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the samemay reasonably request; provided, however, that Seller each party shall have no liability not be required to Purchaser permit any inspection or other access, or to disclose any information, that in the reasonable judgment of such party would: (i) violate any obligation of such party with respect to confidentiality or otherwise be privacy; (ii) jeopardize protections afforded such party under the attorney-client privilege, the attorney work product doctrine or any other applicable privilege; or (iii) violate any Legal Requirement, including any Covid-19 Measure; provided that in breach each case of this agreement) for failure to obtain such operator’s permissionclauses (i), (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any such party shall inform the other party of the nature of the information being withheld, and shall use its reasonable best efforts to make alternative arrangements with respect to such information. Each party shall use commercially reasonable security measures to access to which Seller has the authority to grant without breaching any restriction binding on Sellersystems and information of the other party. Seller or its designee shall have the right to accompany Purchaser All confidential information obtained by each party and its Representatives whenever pursuant to this Section 4.8(a) shall be subject to the Confidentiality Agreement so long as it satisfies the definition of “Evaluation Material” contained therein. (b) To the extent that any of the information or material furnished pursuant to this Agreement may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege, the parties understand and agree that they are on site on have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the Assetssharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or any other applicable privilege. All such information that is entitled to protection under the attorney-client privilege, work product doctrine or any other applicable privilege shall remain entitled to such protection under these privileges, this Agreement and the joint defense doctrine. (c) No exchange of information or investigation by DISH or EchoStar or any of their respective Representatives shall affect or be deemed to affect, modify or waive the representations and warranties of EchoStar or DISH, respectively, set forth in this Agreement.

Access. Upon execution Subject to applicable Law relating to the sharing of information, upon reasonable notice, and except as may otherwise be required by applicable Law, the Company and Parent each shall (and shall cause its Subsidiaries to) afford the other’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) reasonable access, during normal business hours throughout the period prior to the Effective Time, to its properties, books, contracts and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, properties and personnel as may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by the Company, Parent or Merger Sub; and provided, further, that the foregoing shall not require the Company or Parent (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company or Parent, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure or (ii) to disclose any privileged information of the Company or Parent, as the case may be, or any of its Subsidiaries. Nothing in this Agreement until shall be deemed to impair or limit the Closing Dateright of PCX, subject in connection with its SRO functions, to access the properties, books, contracts and records of ArcaEx as required by the provisions of SEC Order No. 34-44983 (October 25, 2001). All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of the Company or Parent, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the limitations expressly General Counsel of such party. All such information shall be governed by the terms of the Confidentiality Agreement. Any rights or obligations set forth in this Agreement, Seller shall provide Purchaser and its Representatives reasonable access to the Assets operated by Seller or any of its Affiliates and access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser Section 6.6 shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject addition to the terms of this Section 4.13 and other terms of the Amended and Restated Facility Services Agreement, all investigations dated as of March 22, 2002, among Archipelago Holdings, L.L.C., PCX and due diligence conducted by Purchaser or any PCX Equities (the “Facility Services Agreement”), which, for the avoidance of Purchaser’s Representatives doubt, shall be conducted at Purchaser’s sole cost, risk continue in full force and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without effect pursuant to the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the Assetsterms thereof.

Access. Upon execution (a) Subject to the Confidentiality Agreement, from the Execution Date until the earlier of (i) termination of this Agreement until and (ii) the Closing Date, subject to the limitations expressly set forth in this AgreementClosing, Seller shall provide will, (w) upon reasonable notice, give Purchaser and its Representatives employees, accountants, financial advisors, counsel and other representatives reasonable access during normal business hours to the Assets operated offices, properties, books and records of Seller relating to the Acquired Assets, the Assumed Liabilities, and the Wafer Business; (x) furnish to Purchaser such financial and operating data and other information relating to the Acquired Assets, the Assumed Liabilities, and the Wafer Business as may be reasonably requested; and (y) instruct the executive officers and senior business managers, Employees, counsel, auditors and financial advisors of Seller to cooperate with Purchaser’s employees, accountants, counsel and other representatives; provided, that (A) all activities covered by this Section 8.2(a) shall be at the sole cost and expense of Purchaser and (B) that any such activities pursuant to this provision shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller. Notwithstanding anything herein to the contrary, no such investigation or examination shall be permitted to the extent that it would require Seller to disclose information, (i) subject to attorney-client privilege or that conflicts with any confidentiality obligations to which Seller is bound, (ii) related to pricing or other matters that are highly competitively sensitive or (iii) that would otherwise in the exercise of Seller’s good faith judgment, be inappropriate in light of the Bankruptcy Case. (b) Purchaser shall cooperate with Seller and make available to Seller such documents, books, records or information Transferred to Purchaser and relating to activities of the Acquired Assets, the Assumed Liabilities, and the Wafer Business prior to the Closing as Seller may reasonably require after the Closing in connection with any Tax determination or contractual obligations to Third Parties or to defend or prepare for the defense of any claim against Seller or to prosecute or prepare for the prosecution of claims against Third Parties by Seller relating to the conduct of the Wafer Business by Seller prior to the Closing or in connection with any governmental investigation of Seller or any of its Affiliates and access Affiliates; provided that any such activities pursuant to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation this provision shall be conducted in a such manner that reasonably minimizes interference as not to interfere unreasonably with the operation conduct of the business of Seller and Purchaser. (c) No party shall destroy any applicable Third Party operator. Subject files or records which are subject to this Section 8.2 without giving reasonable notice to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Recordsparties, and (iii) grant within 15 days of receipt of such notice, any access such other party may cause to which Seller has be delivered to it the authority records intended to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the Assetsbe destroyed, at such other party’s expense.

Access. Upon execution of this Agreement until the Closing Datereasonable prior notice to Seller, subject to the limitations expressly set forth in this Agreement, Seller shall provide Purchaser and its Representatives agents, employees, consultants, lenders and representatives shall have reasonable access to the Assets operated by Seller or any of its Affiliates Property and access to all books and records for the right to copy, at Purchaser’s sole expense, the Records Property that are in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assetssurveys, but only to the extent that Seller may do so without (a) violating applicable Lawsappraisals, (b) violating any obligations to any Third Partyarchitectural, (c) waiving any legal privilege of Sellerengineering, any of its Affiliates or its counselorsstructural, attorneysmechanical, accountants or consultantsgeotechnical and environmental inspections and tests, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hoursother inspections, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expensesstudies, or the obligation to undertake any liability or other obligations to or tests reasonably required by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the samePurchaser; provided, however, that Purchaser may not conduct any invasive testing without Seller’s prior written consent (which consent shall not be unreasonably withheld) and Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its Representatives whenever they agents, employees, consultants, lenders and representatives shall have a continuing right of reasonable access to the Property and any office where the records of the Property are on site on kept, with at least two (2) days prior notice, for the Assetspurpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (2) days prior notice to Seller. In the course of its investigations, Purchaser may make inquiries concerning the Real Property to third parties, including, without limitation, representatives, contractors, parties to Service Contracts and municipal, local and other government officials and representatives in accordance with the terms of this Agreement, and Seller consents to such inquiries. Purchaser hereby indemnifies, protects, defends (with counsel reasonably acceptable to Seller) and holds Seller and the Property free and harmless from and against any and all costs, losses, liabilities, damages, lawsuits, judgments, actions, proceedings, penalties, demands, attorneys’ fees, mechanic’s liens, or expenses of any kind or nature whatsoever (“Claims”), to the extent caused by any entry and/or activities upon the Property by Purchaser, Purchaser’s agents, contractors and/or subcontractors, provided, however, Purchaser shall not indemnify Seller against any Claims caused by Seller’s negligence or willful misconduct, or Claims arising out of conditions that were present before Purchaser entered the Property, except to the extent that Purchaser’s activities (a) are unreasonable in the context of the information provided to Purchaser, or reasonably evident to Purchaser, with respect to such existing condition, and (b) exacerbate such existing conditions. The foregoing indemnity obligations shall survive the termination of this Agreement and the Closing.

Access. Upon execution (a) Prior to the each Closing, Sellers shall permit Purchaser and its representatives to have access, during regular business hours and upon reasonable advance notice, to the personnel and properties of this Agreement until Sellers and the Closing DateCompanies, subject to reasonable rules and regulations of Sellers, and shall, subject to applicable Laws regarding the limitations expressly set forth exchange of information, furnish, or cause to be furnished, to Purchaser such financial and operating data and other information, in this Agreementeach case relating to the Companies and the Conveyed Properties that are the subject of such Closing, Seller as are available and as Purchaser shall provide from time to time reasonably request, PROVIDED, that the foregoing shall not require Sellers or any Company to permit any inspection, or to disclose any information, that in the reasonable judgment of Sellers or such Company, would (i) result in the disclosure of any trade secrets of third parties or the loss of any applicable attorney-client privilege or (ii) violate any of its obligations with respect to confidentiality if Sellers or the Company, as the case may be, shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure, PROVIDED, FURTHER, that Purchaser and its Representatives reasonable access representatives shall not conduct any on-site tests or sampling or any boring, digging, drilling or other physical intrusion on or into the properties of the Companies. All requests for information made pursuant to this Section shall be directed to an executive officer of ARCO, or such Person as may be designated by such executive officer. All such information shall be governed by the Assets operated by Seller terms of the Confidentiality Agreement. (b) All information that relates to Sellers or any of its their Affiliates (other than the Companies) that is provided, conveyed, obtained or furnished to Purchaser or Purchaser's representatives or that Purchaser or Purchaser's representatives otherwise obtain in the course of Purchaser's investigation of the Companies, together with any reports, analyses, compilations, memoranda, notes and access to any other writings prepared by Purchaser or Purchaser's representatives which contain, reflect or are based upon any such information ("CONFIDENTIAL INFORMATION"), shall be kept strictly confidential by Purchaser and Purchaser's representatives after the right to copyClosings. Purchaser agrees that, at Purchaser’s sole expense, in the Records in Seller’s event it or any its representatives are required to disclose any Confidential Information (i) in connection with any judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) or (ii) in order, in the opinion of its Affiliates’ possession or control for Purchaser's outside counsel, to avoid violating the purpose federal securities laws, Purchaser will in advance of conducting a confirmatory review such disclosure provide Sellers with prompt notice of the Assetssuch requirement(s). Purchaser also agrees, but only to the extent that Seller legally permissible, to provide Sellers, in advance of any such disclosure, with copies of any such information Purchaser intends to disclose (and, if applicable, the text of the disclosure language itself) and to cooperate with Sellers to the extent Sellers may do so without seek to limit such disclosure. If, in the absence of a protective order or receipt of a waiver from Sellers after a request in writing therefor is made by Purchaser (a) violating applicable Lawssuch request to be made as soon as practicable to allow Sellers a reasonable amount of time to respond thereto), (b) violating any obligations Purchaser or its representatives are legally required to disclose such information to any Third Partytribunal or in order to comply with the federal securities laws, Purchaser or its representatives may disclose such portion of such information which Purchaser, in the opinion of Purchaser's outside counsel, is legally required to disclose so long as Purchaser exercises its best efforts to obtain assurances that the information so disclosed will be kept confidential by any recipient(s). (c) waiving any legal privilege In the event of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms termination of this Agreement, Purchaser shall promptly deliver to Sellers, or certify to Sellers that it has destroyed, all investigations documents, work papers and due diligence conducted other material obtained by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole coston its behalf from Sellers, risk and expense and any conclusions made from any examination done by Purchaser the Companies or any of Purchaser’s Representatives shall their respective agents, employees or representatives as a result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without hereof or in connection herewith, whether so obtained before or after the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the Assetsexecution hereof.

Access. Upon (a) Immediately upon execution of this Agreement until the Closing Date, subject to the limitations expressly set forth in this Agreement, Seller the ▇▇▇▇▇ Entities shall use their best efforts to cause the Company to provide Purchaser Comcast and its Representatives reasonable representatives complete access to the Assets operated by Seller or any of its Affiliates and access to books, records, agreements, employees, accountants and the right to copy, at Purchaser’s sole expense, offices of the Records in Seller’s or any of Company and its Affiliates’ possession or control Subsidiaries for the purpose purposes of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant making such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller the Company and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives its Subsidiaries as Comcast shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the samedeem necessary; provided, however, that Seller such investigation shall have no liability not unreasonably interfere with the operations of the Company. Between the date hereof and the termination of this Agreement, ▇▇▇▇▇ agrees to Purchaser provide to Comcast copies of all information delivered to BTH or any Investor Nominee in accordance with the Shareholders Agreement. In addition, the parties agree that the BTH Entities shall be permitted to provide to Comcast all information regarding the Company received by them or any Investor Nominee after the date hereof; provided that any such information provided to Comcast shall be subject to paragraph (b) below. (b) From the date hereof to the earlier of the Closing Date or otherwise the date which is one year after the termination of this Agreement, Comcast and its officers, directors, employees, representatives and Affiliates will use reasonable care to avoid disclosure to third parties of proprietary information (whether received by Comcast from the Company, the ▇▇▇▇▇ Entities or the BTH Entities) relating to the Company, except as specifically (and only to the extent) required to be disclosed by applicable law or administrative or legal process. For purposes of Comcast's obligations under this Section 12, reasonable care means the same degree of care that Comcast exercises with respect to similar types of its own proprietary information. It is understood and agreed that: (i) Comcast will (to the extent reasonably possible) notify the ▇▇▇▇▇ Entities in writing prior to any proposed disclosure of such nonpublic information in response to the requirements of applicable law or administrative or legal process in order to enable the ▇▇▇▇▇ Entities to seek an appropriate protective order; (ii) Comcast may disclose any information which (x) is or becomes publicly available other than as a result of a disclosure of Comcast in breach of this agreement) for failure to obtain such operator’s permissionAgreement, (iiy) obtain was known to the party receiving such information prior to the receipt thereof other than as a waiver result of confidentiality obligations owed to a disclosure by Comcast in breach of this Agreement, or (z) was previously independently developed by the party receiving such information without the assistance of Comcast. In the event that the transactions contemplated hereby do not take place, all original documents shall be returned by Comcast if requested by the providing party within thirty (30) days of the termination of this Agreement; otherwise, Comcast shall dispose of any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access such original documents in the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the Assetsnormal course of Comcast's business.

Access. Upon execution (a) From the date of this Agreement until the Closing DateEffective Time, subject the Company shall (i) upon reasonable prior notice, give Parent and Purchaser, their officers and a reasonable number of their employees and their authorized representatives, reasonable access during normal business hours to the limitations expressly set forth in this AgreementCompany Agreements, Seller shall provide Purchaser contracts, books, records, analysis, projections, plans, systems, personnel, commitments, offices and other facilities and properties of the Company and its Representatives reasonable access accountants and accountants’ work papers and (ii) furnish Parent and Purchaser on a timely basis with such financial and operating data and other information with respect to the Assets operated by Seller or any of its Affiliates business, properties and access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review Company Agreements of the Assets, but only Company as Parent and Purchaser may from time to time reasonably request and use its reasonable best efforts to make available at all reasonable times during normal business hours to the extent that Seller may do so without officers, employees, accountants, counsel, financing sources and other representatives of Parent and Purchaser the appropriate individuals (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselorsincluding management personnel, attorneys, accountants and other professionals) for discussion of the Company’s business, properties, prospects and personnel as Parent or consultantsPurchaser may reasonably request. In addition, the Company shall furnish promptly to Parent (x) a copy of each material report, schedule, statement and other document submitted or filed by it with any Governmental Entity and (dy) the internal or external reports prepared by it in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the extent that Seller has authority Company’s personnel. (b) No investigation heretofore conducted or conducted pursuant to grant this Section 6.2 shall affect any representation or warranty made by the parties hereunder or any conditions to the obligations of the parties hereunder or any condition or requirement set forth in Annex I. (c) Notwithstanding anything to the contrary set forth herein, the Company shall not be required to provide access to, or to disclose information, where such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with or disclosure would jeopardize the operation attorney-client privilege of the business of Seller and Company or contravene any applicable Third Party operator. Subject law (including without limitation the HSR Act), in which latter case the Company shall provide access to or disclose such information to the terms fullest extent permitted by such law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company to provide Parent (or, if necessary, its counsel or other representatives in lieu of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expensesParent) access to, or the obligation to undertake any liability or other obligations disclose to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; providedParent, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the Assetsinformation.

Access. Upon execution (a) Each Company Party shall afford the Parent Parties and the officers, employees, accountants, consultants, legal counsel, financial advisors, financing sources and agents and other representatives (collectively, “Representatives”) of this Agreement until each Parent Party, upon advance written notice, reasonable access during normal business hours, throughout the Closing period prior to the earlier of the Effective Time and the Termination Date, subject to its and its Subsidiaries’ personnel and properties, contracts, commitments, books and records and any report, schedule or other document filed or received by it pursuant to the limitations expressly set forth in this Agreementrequirements of applicable Laws and with such additional existing accounting, Seller shall provide Purchaser financing, operating, environmental and other data and information regarding the Company and its Representatives reasonable Subsidiaries, as Parent may reasonably request. Notwithstanding the foregoing, the Company Parties shall not be required to afford such access to if it would unreasonably disrupt the Assets operated by Seller operations of the Company or any of its Affiliates 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 Company or any of its Subsidiaries or would constitute a violation of any applicable Law. No Parent Party, nor any of its officers, employees or other Representatives, shall be permitted to perform any onsite procedures (including an onsite study, any Phase II environmental site assessment or other invasive or subsurface testing, sampling, monitoring or analysis) with respect to any property of the Company or any of the Company’s Subsidiaries without the Company’s prior written consent. Parent shall, and access to does hereby agree to, indemnify, defend and hold the right to copy, at PurchaserCompany and its Subsidiaries and their respective Representatives harmless from and against any and all actual loss arising out of Parent’s sole expense, or its Representatives’ actions taken in or on the Records in SellerCompany’s or any of its AffiliatesSubsidiaries’ possession or control properties. Parent agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 5.3(a) for any purpose unrelated to the purpose of conducting a confirmatory review consummation of the Assets, but only transactions contemplated by this Agreement. No information or knowledge obtained by Parent in any investigation pursuant to this Section 5.3(a) shall affect or be deemed to modify any representation or warranty made by the extent that Seller may do so without (a) violating applicable Laws, Company hereunder. (b) violating any obligations The Parties hereby agree that all information provided to any Third Partythem or their respective officers, (c) waiving any legal privilege directors, employees or other Representatives in connection with this Agreement and the consummation of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser transactions contemplated hereby shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted governed in a manner that reasonably minimizes interference accordance with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Mutual Confidentiality Agreement, all investigations dated as of May 12, 2025, between the Company and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts Parent (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the Assets“Confidentiality Agreement”).

Access. Upon execution of this Agreement until (a) From the date hereof through the Closing DateDate (a period not less than 60 days from the date hereof) and upon reasonable advance notice from Buyer, subject to the limitations expressly set forth in this Agreement, Seller shall provide Purchaser Sellers will allow Buyer and its Representatives reasonable full access during normal business hours to, and will furnish them with, all documents, records, work papers and information with respect to the Assets operated by Seller or any of its Affiliates and access to Purchased Business and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller Purchased Assets as Buyer may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the samerequest; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any physical access to which Seller has the authority properties owned and operated by Sellers in relation to grant without breaching any restriction binding on Seller. Seller or environmental matters shall be subject to Section 6.1(b). (b) From the date hereof through the thirtieth business day prior to the Closing Date and subject to the terms and conditions set forth in this Section 6.1 and Section 6.2, Buyer and its designee Representatives shall have the right to accompany Purchaser conduct in relation to the Transferred Real Property a Phase I Environmental Site Assessment conforming to ASTM E-1527-05 using such licensed and reputable consultant as shall be previously approved by Sellers, provided that such approval shall not be unreasonably withheld or delayed by Sellers (a “Phase I ESA”), which may include, if Buyer so desires, a limited compliance assessment. No later than twenty (20) days prior to the Closing Date, Buyer shall provide each Phase I ESA to Sellers. If such Phase I ESA identifies and describes a Potentially Material Environmental Condition and includes a recommendation to perform additional assessment or investigation at any Transferred Real Property, Sellers shall have the right within five (5) business days of receipt of the Phase I ESA to remove such Transferred Real Property from the Purchased Assets to be conveyed to Buyer under this Agreement; provided, however, that if such Transferred Real Property is a parcel of Transferred Owned Real Property, then the Purchase Price shall be reduced at Closing by the Allocated Value attributable to such Transferred Owned Real Property set forth in Schedule 6.1; and further provided that if any such Transferred Real Property is a Critical Property, then Sellers shall pay to Buyer, within 30 days of being invoiced therefor, the reasonably incurred moving expenses to transfer any Purchased Assets, other than Immovable Fixtures, associated with such Critical Property to an alternative facility selected by Buyer within 100 miles of such Critical Property. If Sellers do not notify Buyer of the removal of such Transferred Real Property from the Purchased Assets to be conveyed to Buyer within five (5) business days of receipt of the Phase I ESA, Buyer shall have the further right to conduct a subsurface investigation (“Phase II ESA”) limited to the Potentially Material Environmental Condition so described using a licensed and reputable consultant previously approved by Sellers, provided that such approval shall not be unreasonably withheld or delayed by Sellers. (i) All environmental assessments of the Transferred Real Property by Buyer and its Representatives whenever they shall be conducted in the presence of a Representative of Sellers, and shall be conducted at Buyer’s sole cost and expense. Buyer shall indemnify, defend and hold harmless Seller from and against all costs, loss, damage, liability and expense, including reasonable attorneys’ fees, relating to or arising from the activities Buyer or Buyer’s Representatives conducted pursuant to this Section 6.1(b); (ii) Buyer shall not conduct any invasive testing at any Transferred Real Property prior to providing Sellers with a copy of the relevant Phase I ESA, a written description of the proposed invasive testing, and a reasonable period of time to provide comments, which Buyer agrees to consider in good faith, provided that approval to conduct any recommended Phase II ESA invasive testing shall not be unreasonably withheld or delayed by Sellers. For any invasive sampling, Sellers shall have the right, but not the obligation, to take split samples; (iii) For Buyer’s environmental assessment activities, Sellers will provide reasonable access to the Transferred Owned Real Property; for the Transferred Leased Real Property, Sellers will reasonably cooperate with Buyer in contacting the owners of the Transferred Leased Real Property directly to attempt to arrange for access for the purposes of environmental assessment; (iv) Unless and until Closing occurs, unless otherwise required by Environmental Law, Buyer will not disclose the results of its environmental assessment activities to any Governmental Authority; provided, however, that if Buyer is compelled to disclose such results then Buyer shall notify Sellers not less than fourteen (14) days in advance of any such disclosure and will simultaneously furnish Sellers and their counsel with copies of all materials to be disclosed and shall at the expense of Sellers use reasonable efforts to assist counsel in resisting and/or preparing to make such disclosure; and (v) While performing any Phase I ESA or Phase II ESA, Buyer and its Representatives must comply with Sellers’ written environmental and safety rules and policies at any Transferred Owned Real Property, and with the third-party owner’s written environmental and safety rules and policies at any Transferred Leased Real Property, to the extent copies of such rules and policies are on site on the Assetsprovided to Buyer and its Representatives in advance of such activities.

Access. Upon execution During the pendency of this Agreement until Agreement, Purchaser, personally or through its authorized agents, shall be entitled upon reasonable advance notice to the Closing Dateapplicable Seller Party to enter upon the Real Property during normal business hours and shall have the right to make such investigations, studies and analyses as Purchaser deems necessary or advisable, subject to the limitations expressly set forth in this Agreementfollowing limitations: (a) such access shall not violate any law or, so long as the same has been delivered to Purchaser, any agreement to which Seller is a party; (b) a representative of the applicable Seller Party shall provide Purchaser and its Representatives reasonable access to the Assets operated by Seller or any of its Affiliates and access to and have the right to copy, at Purchaser’s sole expense, be present when Purchaser or its representatives conducts its or their investigations on the Records in Seller’s Real Property or communicates with any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third PartyTenants, (c) waiving neither Purchaser nor its representatives shall interfere with any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and construction activities taking place on the Real Property (except to a de minimis extent); (d) neither Purchaser nor its agents shall damage the Real Property or any portion thereof (except to a de minimis extent); (e) before Purchaser or its agents enter onto the Real Property, Purchaser shall deliver to the extent that applicable Seller has authority to grant such access without breaching any restriction binding on Seller. Such access Party a certificate of insurance naming the applicable Seller Party as an additional insured, evidencing commercial general liability insurance (including property damage, bodily injury and death) issued by an insurance company having a rating of at least “A-VII” by A.M. Best Company, with limits of at least $1,000,000 per occurrence for bodily or personal injury or death and $2,000,000 aggregate per location; (f) Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to shall: (i) obtain permission for use reasonable efforts to perform all on-site due diligence reviews on an expeditious and efficient basis; and (ii) indemnify, hold harmless and defend the Seller and the Seller Parties against, and hold each of them harmless from, all loss, liability, claims, costs (including reasonable attorneys’ fees), liens and damages resulting from or relating to the activities of Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the sameor its agents; provided, however, that Purchaser shall not indemnify, hold harmless or defend Seller shall have no liability to or any of the Seller Parties against any loss, liability, claims, costs (including reasonable attorney’s fees), liens or damages caused by any Seller Party’s negligence or willful misconduct, or which arise out of the mere discovery of conditions that were present before Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access entered onto the RecordsReal Property, and (iiig) grant any access to without Seller’s prior written consent, which Seller has may give or withhold in its absolute discretion, Purchaser shall not conduct any Phase II investigations, soil borings or other invasive tests on or around the authority to grant without breaching any restriction binding on SellerReal Property. Seller The foregoing indemnification obligation shall survive the Closing or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the Assetstermination of this Agreement.

Access. Upon execution of this Agreement (a) Each Seller shall afford to Buyer and its authorized representatives from the Execution Date until the Closing Date, subject to the limitations expressly set forth in this Agreementduring normal business hours, Seller shall provide Purchaser and its Representatives reasonable access to the Assets operated by (subject to the terms, conditions and restrictions of agreements related to Assets to which such Seller or any of its Affiliates and access to is a party and the right consent of the operator, as applicable) and to copy, at Purchaser’s sole expense, the Records in such Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of title, Surface Leases, Contracts, environmental and legal materials, books, records, statements and operating data and other information relating to the Assets, but only together with the opportunity to make copies of such materials, books, records and other documents and information at Buyer’s expense, and will furnish to Buyer such other information in Sellers’ possession with respect to the extent that Seller Assets as Buyer may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the samerequest; provided, however, that Seller all such information shall have be held in confidence by Buyer in accordance with the terms of the Confidentiality Agreement; provided, further, that in no liability event shall Sellers be obligated to Purchaser provide (i) access or otherwise be information in breach violation of this agreement) for failure to obtain such operator’s permissionApplicable Law, (ii) any information the disclosure of which would cause the loss of any legal privilege available to any Seller relating to such information or would cause any Seller to breach a confidentiality obligation to which it is bound; provided that the applicable Seller has used its reasonable efforts to protect the privilege or to obtain a waiver of confidentiality obligations owed to any Third Parties the applicable contractual obligation, or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant copies of bids, letters of intent, expressions of interest or other proposals received from other Persons in connection with the transactions contemplated by this Agreement or information and analyses relating to such communications, except to the extent required in the Bid Procedures Order. (b) [Reserved]. (c) [Reserved]. (d) BUYER SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD EACH SELLER, EACH OF THEIR SUCCESSORS, THEIR AFFILIATES AND ALL OF THEIR RESPECTIVE DIRECTORS AND OFFICERS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS AND LOSSES CAUSED DIRECTLY OR INDIRECTLY BY THE ACTS OR OMISSIONS OF BUYER, BUYER’S AFFILIATES OR ANY PERSON ACTING ON BUYER’S OR ITS AFFILIATE’S BEHALF IN CONNECTION WITH ANY DUE DILIGENCE CONDUCTED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY SITE VISITS CONDUCTED PURSUANT TO SECTION 5.03(a), EXCEPT TO EXTENT SUCH CLAIMS OR LOSSES ARISE FROM THE WILLFUL MISCONDUCT OF SELLERS. Buyer shall comply with all rules, regulations, policies and instructions reasonably required by Sellers, or any Third Party operator of any Assets, which are provided to Buyer regarding Buyer’s actions while upon, entering or leaving any Asset, including any insurance requirements that Sellers may reasonably impose, or any such Third Party operator may impose, on contractors authorized to perform work on any Asset owned or operated by Sellers (or any such Third Party operator, as applicable). (e) From and after the Closing, Buyer shall afford to each third party acquiror (and their respective Representatives) of Excluded Assets pursuant to a definitive agreement that is approved by the Bankruptcy Court (each, an “Excluded Asset PSA”), reasonable access to which the Properties for the purpose of inspecting and removing such Excluded Assets, in each case, (x) on the same terms as Sellers are affording access to Buyer pursuant to this Section 5.03, mutatis mutandis and (y) solely to the extent such Excluded Asset PSA contains a covenant substantially similar to this Section 5.03(e) for the benefit of Buyer; provided that, the cost of any such inspection or removal shall be at the sole cost of the applicable third party acquiror. Each such third party acquiror shall be a third party beneficiary of this Section 5.03(e). Sellers shall require each Excluded Asset PSA to include a covenant substantially similar to this Section 5.03(e) for the benefit of Buyer. From and after the Closing, each Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser afford Buyer and its Representatives whenever they access, during normal business hours, to all properties of Sellers and Sellers’ Affiliates subject to surface leases, licenses, subleases, rental or occupancy agreements, concessions and other agreements (written or oral) constituting Excluded Assets hereunder that are not conveyed to a third party acquiror pursuant to an Excluded Asset PSA for the purpose of allowing Buyer to inspect and remove any Assets located on site on the Assetssuch properties.

Access. Upon execution of this Agreement until the Closing Datea. When appropriate, subject to the limitations expressly set forth in this Agreement, Seller MOTRICITY shall provide Purchaser and its Representatives have reasonable access to CINGULAR’s premises during normal business hours and at such other times as may be agreed upon by the Assets operated parties in order to enable MOTRICITY to perform its obligations under this Agreement. MOTRICITY shall coordinate such access with CINGULAR’s designated representative prior to visiting such premises. MOTRICITY insures CINGULAR that only persons employed by Seller MOTRICITY or any of its Affiliates and access subcontracted by MOTRICITY will be allowed to and the right to copy, at Purchaserenter CINGULAR’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates premises. If CINGULAR requests MOTRICITY or its counselorssubcontractor to discontinue furnishing any person provided by MOTRICITY or its subcontractor from performing work on CINGULAR’s premises, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant MOTRICITY shall immediately comply with such access without breaching any restriction binding on Sellerrequest. Such access person shall leave CINGULAR’s premises promptly and MOTRICITY shall not furnish such person again to perform work on CINGULAR’s premises without CINGULAR’s written consent. The parties agree that, where required by Purchaser shall be limited to Seller’s normal business hoursgovernmental regulations, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with it will submit satisfactory clearance from the operation U.S. Department of the business of Seller and any applicable Third Party operator. Subject to the terms of this AgreementDefense and/or other federal, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expensesstate, or the obligation local authorities. b. CINGULAR may require MOTRICITY or its representatives, including employees and subcontractors, to undertake any liability exhibit identification credentials or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including sign a Nondisclosure Agreement which CINGULAR may issue in order to gain access to Third Party operated Assets CINGULAR’s premises for the performance of Services. If, for any reason, any MOTRICITY representative is no longer performing such Services, MOTRICITY shall immediately inform CINGULAR. Notification shall be followed by the prompt delivery to inspect the condition CINGULAR of the same; providedidentification credentials, howeverif issued by CINGULAR, or a written statement of the reasons why said identification credentials cannot be returned. c. MOTRICITY shall insure that Seller shall have no liability its representatives, including employees and subcontractors will, while on or off CINGULAR’s premises, perform Services which (i) conform to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permissionthe Specifications, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships protect CINGULAR’s Material, buildings, and structures, (iii) do not interfere with Third Parties reasonably required to allow Purchaser to view and access the RecordsCINGULAR’s business operations, and (iiiiv) grant any access to perform such Services with care and due regard for the safety, convenience, and protection of CINGULAR, its employees, and property and in full conformance with the policies specified in the CINGULAR Code of Conduct, which Seller has prohibits the authority to grant without breaching any restriction binding possession of a weapon or an implement which can be used as a weapon. d. MOTRICITY shall be responsible for insuring that all persons furnished by MOTRICITY work harmoniously with all others when on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the AssetsCINGULAR’s premises.

Access. Upon execution of this Agreement until reasonable advance written notice, the Closing DateCompany shall (and shall cause its Subsidiaries to) afford Parent’s Representatives reasonable access, subject during normal business hours throughout the period prior to the limitations expressly set forth in this AgreementEffective Time, Seller shall provide Purchaser and its Representatives reasonable access to the Assets operated by Seller or any of its Affiliates Acquired Companies’ officers, employees, agents, properties, books, contracts and access to and the right to copyrecords and, at Purchaser’s sole expenseduring such period, the Records in Seller’s or any of Company shall furnish promptly to Parent all other information within its Affiliates’ possession or control concerning its business as Parent may reasonably request in writing, in each case, for the any reasonable business purpose of conducting a confirmatory review of the Assets, but only related to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege consummation of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) integration planning with respect to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the sameTransactions; provided, however, that Seller the Acquired Companies may restrict or prohibit such access to the extent that granting such access would, in the reasonable judgment of the Company: (a) result in the disclosure of any Trade Secrets of Third Parties; (b) violate any material obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) reasonably be expected to result in a waiver by the Company under the attorney-client privilege or attorney work product doctrine; (d) violate any Contract or Law (it being agreed that, with respect to clauses (a), (b), (c) or (d), that the Company shall have its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy, contravention or violation); or (e) materially interfere with the conduct of any Acquired Company’s business. Without limitation of the foregoing, the Acquired Companies will reasonably cooperate with Parent and its Representatives for purposes of integration planning; provided, that in no liability event shall any implementation of integration planning steps with respect to Purchaser the Acquired Companies occur prior to the Effective Time. No investigation pursuant to this Section 5.5 shall affect or be deemed to modify any representation or warranty in this Agreement of any Party. All requests for access pursuant to this Section 5.5 must be directed to the Chief Executive Officer of the Company or another Person designated in writing by the Company. Without limiting Parent’s obligations under the Confidentiality Agreement, Parent shall instruct its directors, officers and employees not to, directly or indirectly, contact any Person known by such director, officer or employee to be a customer or supplier of the Company in connection with the Merger or any of the other Transactions without the Company’s prior written consent, not to be unreasonably withheld, conditioned or delayed (provided, that such consent, with respect to any particular such customer or otherwise supplier, need only be obtained once with respect to all contacts with such party for the same purpose). Prior to the Effective Time, all information obtained by Parent and its Representatives pursuant to this Section 5.5 shall be treated as “Evaluation Material” of the Acquired Companies for purposes of the Confidentiality Agreement. Effective as of the Original Agreement Date, the use and disclosure restrictions contained in breach of the Confidentiality Agreement shall be extended until either (i) one year following the date on which this agreement) for failure Agreement is terminated pursuant to obtain such operator’s permission, Section 7.1 or (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the AssetsEffective Time.

Access. Upon execution Section 17.1 Landlord shall at all times during the Term have the right and privilege to enter the Premises for the purpose of this Agreement until inspecting the Closing Date, subject same to ensure compliance by Tenant with all of the limitations expressly provisions set forth in this Agreement, Seller shall provide Purchaser and its Representatives reasonable access to the Assets operated by Seller Lease or any of its Affiliates and access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review showing the same to prospective purchasers or Mortgagees thereof. Landlord shall also have the right and privilege at all times during the Term to post notices of non-responsibility for work performed by or on behalf of Tenant and, during the last one (1) year of the AssetsTerm, Landlord shall have the right and privilege to enter the Premises at reasonable times during business hours for the purpose of exhibiting the same to prospective new tenants. Notwithstanding the foregoing, Landlord will not access patient or medical information which is protected from such access by Federal or State privacy laws, including the Health Insurance Portability and Accountability Act (“HIPAA”) and the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”) and the regulations promulgated thereunder, as amended, and Landlord will respect patient’s rights to privacy of their own rooms and possessions. Section 17.2 Landlord shall at all times during the Term have the right to enter the Premises or any part thereof for the purpose of making such repairs or Alterations therein as Landlord deems reasonably necessary or advisable following the failure of Tenant to make any such repairs or Alterations required by this Lease beyond any applicable notice and cure period which required repairs or Alterations must be supported by an engineering report from an engineer reasonably acceptable to Landlord and Tenant, and reasonably agreed to by both Landlord and Tenant, but only such right of access shall not be construed as obligating Landlord to make any repairs to or replacements to the extent that Seller may do so without (a) violating applicable Laws, (b) violating Premises or as obligating Landlord to make any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates inspection or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation examination of the business of Seller and any applicable Third Party operatorBuildings. Subject Tenant shall pay to the terms of this AgreementLandlord, on demand, as Supplementary Rent hereunder, all investigations and due diligence conducted amounts expended by Purchaser or any of Purchaser’s Representatives Landlord pursuant to this Section 17.2 which amounts shall be conducted bear interest at Purchaser’s sole costthe Default Rate until paid, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives if Tenant shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts have failed to make said repairs within fifteen (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Sellerl5) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition days of the same; providedreceipt of said report. In the event of an emergency, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee Landlord shall have the right to accompany Purchaser and its Representatives whenever they are on site on enter the AssetsPremises or any part thereof.

Access. Upon execution Graco and Graco US Finishing Brands shall in good faith work with the Hold Separate Trustee to provide Purchaser Parent and its representatives: (i) reasonable access to the Asset Selling Subsidiaries’ and the Acquired Subsidiaries’ respective employees, accountants, lenders, attorneys, insurers and other third-party representatives engaged with respect to the Liquid Finishing Business, (ii) reasonable access to the Asset Selling Subsidiaries’ and the Acquired Subsidiaries’ properties, Contracts, Books and Records, and other documents and information in each case relating to the Liquid Finishing Business; (iii) copies of this Agreement until all such Contracts, Books and Records, and other documents and information relating to the Closing DateLiquid Finishing Business as they may reasonably request; and (iv) such additional financial, operating, and other data and information relating to the Liquid Finishing Business as they may reasonably request. Graco and Graco US Finishing Brands shall in good faith work with the Hold Separate Trustee to cooperate and assist, to the extent reasonably requested by Purchaser Parent and its representatives, with Purchaser Parent’s investigation of the properties, assets, and financial condition of the Liquid Finishing Business. Purchaser Parent and US Purchaser acknowledge and agree that Graco’s and its Affiliates’ ability to provide Purchaser Parent and its representatives with information about the Liquid Finishing Business is in all respects subject to the limitations expressly set forth imposed by the FTC (including, but not limited to, the Final Order and the Hold Separate Trustee. Notwithstanding the foregoing or anything in this Agreement, Seller shall provide Purchaser and its Representatives reasonable access Agreement to the Assets operated by Seller contrary, in no event shall Purchaser Parent or any of its Affiliates and access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by US Purchaser or any of Purchaser’s Representatives shall their respective Affiliates or their respective representatives be conducted at Purchaser’s sole costentitled to conduct any Phase I Environmental Site Assessment or Phase II Environmental Site Assessment in respect of the Owned Real Property or the Leased Real Property, risk and expense and any conclusions made from any examination done by Purchaser on or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but before the Closing Date without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition written consent of the sameGraco; provided, however, that Seller Graco shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operatorfrom Graco’s permission, (ii) obtain environmental consultants a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required reliance letter to allow Purchaser Parent and US Purchaser to view rely upon any and access all Phase I Environmental Site Assessments prepared by such environmental consultants in respect of the RecordsOwned Real Property and the Leased Real Property located in the United States, it being acknowledged and (iii) grant agreed that, if any access such Phase I Environmental Site Assessments must be updated in order to which Seller has allow Purchaser Parent and US Purchaser to rely on same, Graco shall, upon the authority request of Purchaser Parent, cause such Phase I Environmental Site Assessments to grant without breaching any restriction binding on Seller. Seller or its designee shall have be updated, with the right costs and expenses associated with such updates to accompany be borne by Purchaser and its Representatives whenever they are on site on the AssetsParent.

Access. Upon execution At all times during the period commencing on the date of this Agreement and continuing until the Closing Dateearlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, subject the Company shall afford Parent, Acquisition Sub, their officers, their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the limitations expressly set forth in this Agreementproperties, Seller shall provide Purchaser books and its Representatives reasonable records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties and personnel of the Company; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the Assets operated by Seller extent legal counsel for the Company reasonably determines that (a) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (b) granting such access would violate any obligations of the Company or any of its Affiliates and access Subsidiaries with respect to and confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the right to copy, at Purchaser’s sole expense, the Records in Seller’s Company or any of its Affiliates’ possession Subsidiaries is a party, or control for (c) access to such documents or information that may be subject to any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information. In the purpose of conducting a confirmatory review event that the Company does not provide access or information in reliance on the preceding sentence, it shall give notice to Parent of the Assets, but only fact that it is withholding such information or documents pursuant to the extent that Seller may do so without clause (a) violating applicable Laws, (b) violating any obligations to any Third Party, through (c) waiving any legal privilege of Sellerabove, any of its Affiliates or its counselors, attorneys, accountants or consultantsas applicable, and (d) thereafter use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted pursuant to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access contemplated by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation this Section 7.7 shall be conducted in a manner that reasonably minimizes interference does not unreasonably interfere with the operation conduct of the business of Seller and the Company or its Subsidiaries or create a risk of damage or destruction to any applicable Third Party operator. Subject to property or assets of the terms of this Agreement, all investigations and due diligence conducted by Purchaser Company or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser its Subsidiaries. Any access to the properties of the Company or any of Purchaserits Subsidiaries shall be subject to the Company’s Representatives reasonable security measures and insurance requirements and shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such operator’s permission, (ii) obtain a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access the Records, and (iii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or its designee shall have not include the right to accompany Purchaser perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.7. Nothing in this Section 7.7 shall be construed to require the Company, any of its Subsidiaries or any Representatives whenever they are on site on of any of the Assetsforegoing to prepare any reports, analyses, appraisals, opinions or other information. No investigation pursuant to this Section 7.7 will affect any of the representations or warranties of the Parties contained in this Agreement or prejudice the rights and remedies of Parent or Acquisition Sub hereunder solely as a result of such investigation.

Access. Upon execution During the period from the date of this Agreement until through the earlier of the Effective Time or the termination of this Agreement pursuant to Section 9.1 (the “Pre-Closing DatePeriod”), subject and upon reasonable advance notice to the limitations expressly set forth in this AgreementCompany, Seller the Company shall provide Purchaser Parent and its Parent’s Representatives with reasonable access during normal business hours to the Assets operated by Seller or any of its Affiliates Company’s existing books and access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s or any of its Affiliates’ possession or control records for the purpose of conducting a confirmatory review enabling Parent to verify the accuracy of the Assets, but only to the extent that Seller may do so without (a) violating applicable Laws, (b) violating any obligations to any Third Party, (c) waiving any legal privilege of Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, Company’s representations and (d) to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted warranties contained in a manner that reasonably minimizes interference with the operation of the business of Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other obligations to or by Seller) to (i) obtain permission for Purchaser to gain access from any Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of the same; provided, however, that Seller any such access shall have no liability be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as to Purchaser (or otherwise be in breach maintain the confidentiality of this agreementAgreement and the transactions contemplated hereby in accordance with the terms hereof and not to interfere with the normal operation of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent if such disclosure would, in its reasonable discretion (a) for failure jeopardize any attorney-client or other legal privilege or (b) contravene any applicable Legal Requirement, fiduciary duty or binding agreement entered into prior to obtain such operator’s permission, the date of this Agreement (ii) obtain including any confidentiality agreement to which the Company or its Affiliates is a waiver of confidentiality obligations owed to any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and access party). During the RecordsPre-Closing Period, and upon reasonable advance notice to Parent, Parent shall provide Company and Company’s Representatives with reasonable access during normal business hours to Parent’s existing books and records for the purpose of enabling the Company to verify the accuracy of Parent’s representations and warranties contained in this Agreement; provided, however, that any such access shall be conducted at the Company’s expense, at a reasonable time, under the supervision of appropriate personnel of Parent and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby in accordance with the terms hereof and not to interfere with Parent’s operations to effect the Creditor Plan and the transactions contemplated by this Agreement. Nothing herein shall require Parent to disclose any information to the Company if such disclosure would, in its reasonable discretion (iiia) grant jeopardize any access attorney- client or other legal privilege or (b) contravene any applicable Legal Requirement, fiduciary duty or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller Parent or its designee shall have the right to accompany Purchaser and its Representatives whenever they are on site on the AssetsAffiliates is a party).