Common use of Access Clause in Contracts

Access. (a) Subject to applicable Law, from the date hereof until the Closing Date, Sellers (i) shall give Buyer and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers.

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

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

Access. (a) Subject to applicable LawFrom and after the Effective Date through the Closing, from the date hereof until the Closing Date, Sellers (i) Buyer, personally or through its authorized agent or representatives (“Buyer’s Representatives”), shall give Buyer and its Representatives be entitled, upon reasonable access advance notice to Seller, to enter upon the Property during normal business hours and shall have the right to make such investigations, including appraisals, tenant interviews, interviews of governmental officials, engineering studies, soil tests, environmental studies and inspections thereof as Buyer deems necessary or advisable but only in accordance with the provisions of this Article 3. Seller shall, at Seller’s expense, turn on, run, and maintain, without any interruption in service, electrical power and all utilities to the officesProperty (including without limitation plumbing, propertiesheating and air conditioning systems) to facilitate Buyer’s testing and investigations thereof. Buyer shall have the right to conduct a Phase I environmental site assessment, officersand, employeesif necessary, accountantsbut only with the prior written consent of Seller, auditorsa Phase II environmental site assessment (including soils borings, counsel soil sampling and, if relevant, ground water testing, and other representatives, books invasive sampling of building materials with respect to the Property). Buyer’s and records Buyer’s Representatives’ investigations and inspections shall: (i) not unreasonably interfere with the operation and maintenance of the Company Property; (ii) not damage any part of the Property; (iii) not injure or otherwise cause bodily harm to Seller, its agents, contractors, sublessees and its Subsidiariesemployees or any Tenant, their agents, contractors, sublessees and employees; provided, however, that and (iv) not unreasonably interfere with any activities conducted on the Property by any Tenant. Buyer shall maintain general liability insurance of at least Two Million and No/100 Dollars ($2,000,000.00) covering any accident arising in connection with the presence of Buyer or Buyer's inspection ’s Representatives on the Property. Buyer shall not perform any invasive tests or inspections of Sellers' properties shall not, the Property without the written consent of the CompanySeller, which consent shall not to be unreasonably withheld or delayed. Seller reserves the right for itself and its representatives to be present for any inspection or test. Buyer shall not permit any liens to attach to the Property by reason of the exercise of its rights hereunder. If any soil or other tests conducted by Buyer affect the surface of the Parcel, Buyer shall restore the surface of the Parcel to substantially the same condition in which the same was found before any tests were undertaken. Buyer hereby agrees to indemnify and hold Seller (and Seller’s agents, advisors, partners, members, owners, officers and directors, as the case may be) harmless from any and all liens, claims, causes of action, damages and expenses (including reasonable attorney’s fees) arising out of any inspections and investigations by Buyer or Buyer’s Representatives, but in no event shall the indemnity of this Section include the environmental sampling discovery of pre-existing conditions disclosed by Buyer’s investigations. Notwithstanding any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer provision in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality this Agreement to the contrary, Buyer shall, with this indemnification shall survive the prior consent termination of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersClosing under this Agreement.

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

Access. (a) Subject to applicable Law, from Patheon shall provide the date hereof until the Closing Date, Sellers (i) shall give Buyer and its Representatives Client with reasonable access during normal business hours at mutually agreeable times to its Manufacturing Site in which the officesProduct is manufactured, propertiesstored, officers, employees, accountants, auditors, counsel handled or shipped in order to permit the Client's verification of Patheon's compliance with the Patheon Manufacturing Responsibilities and other representatives, books and records with all applicable Laws. Patheon agrees to permit the Client to review Patheon’s standard operating procedures for the manufacture of the Company Product and its Subsidiaries; providedthose associated with the general facilities, howeverequipment, that Buyer's or procedures required for compliance with cGMPs or DEA requirements. For greater certainty, the right of access provided in this Section 7.5 shall not include a right to access or inspect Patheon’s financial records. Patheon shall [ * ] obtain the right 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 Sellers' properties shall notsuch inspections, without the consent 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 Company, which consent deficiencies. Patheon shall not be unreasonably withheld or delayed, include notify the environmental sampling Client of any environmental mediainspections by, including airor communications with, soil, surface water or groundwater, (ii) any governmental agency involving the Product. Patheon shall furnish to Buyer and its Representatives the Client all material information supplied to, or supplied by, such financialregulatory Authority or third party supplier to the extent that such report relates to Product, operating and property related data and other information as or the ability of Patheon to supply such persons reasonably requestProduct, and within three (iii3) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation Business Days of the business their receipt of the Company and its Subsidiaries. All such information shall be provided subject to or delivery of such information, as the provisions of the Confidentiality Agreementcase may be. In addition, notwithstanding Patheon will promptly correct any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, deficiencies noted by governmental agencies in any such negotiationsinspections. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real PropertyMARKED BY BRACKETS, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii)HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersAS AMENDED.

Access. (a) Subject to applicable Law, from the date hereof Upon execution of this Agreement until the Closing Date, Sellers (i) subject to the limitations expressly set forth in this Agreement, Seller shall give Buyer provide Purchaser and its Representatives reasonable access during 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 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 officesterms of this Agreement, propertiesall investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, officersrisk 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, employeesexpenses, accountants, auditors, counsel and or the obligation to undertake any liability or other representatives, books and records 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 Company and its Subsidiariessame; provided, however, that Buyer's inspection Seller shall have no liability to Purchaser (or otherwise be in breach of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwaterthis agreement) for failure to obtain such operator’s permission, (ii) shall furnish obtain a waiver of confidentiality obligations owed to Buyer any Third Parties or establish any necessary confidential relationships with Third Parties reasonably required to allow Purchaser to view and its Representatives such financial, operating and property related data and other information as such persons reasonably requestaccess the Records, and (iii) shall instruct grant any access to which Seller has the Company's and authority to grant without breaching any restriction binding on Seller. Seller or its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company designee shall have the right to participate in such negotiations accompany Purchaser and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-its Representatives whenever they are on site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in on the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersAssets.

Access. Landlord or Landlord’s agents shall have the right to enter the Premises at all reasonable times and, except in the case of emergency, on not less than forty-eight (a48) Subject hours prior written notice to applicable LawTenant, from to examine the date hereof until the Closing Date, Sellers (i) shall give Buyer same and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records show them to prospective purchasers of the Company building, and its Subsidiariesto make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise; provided, however, that Buyer's inspection of Sellers' properties shall notLandlord diligently pursues such repairs, without alterations, improvements or additions. During the consent six (6) month period prior to the expiration of the Companyterm of this Lease or any renewal term, which consent unless Tenant shall not be unreasonably withheld have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably requestpurchasers, and (iii) place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall instruct permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the Company's and its Subsidiaries' employeescare, counsel and financial advisors to cooperate reasonably with Buyer in its investigation maintenance, or repair of the Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business of the Company and its Subsidiarieshours prior to any entry. All such information shall be provided Landlord acknowledges that Tenant is a health care provider subject to the provisions Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the Confidentiality Agreementprivacy of its patients. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and Landlord agrees to cooperate use commercially reasonable efforts to avoid contact with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer confidential patient records or other information received when access to the Premises by Buyer shall operate as a waiver or otherwise affect any representationLandlord is permitted hereunder, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), and Landlord shall be conducted accompanied by an agent or employee of Tenant when entering the Premises in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably accordance with the use terms of the Acquired Real Property by Sellersthis Lease.

Access. (a) Subject to applicable Law, from Between the date hereof until of this Agreement and the Closing Date, Sellers Seller shall, and shall cause its Subsidiaries, including each Company and each Company Subsidiary and each of their respective Representatives, to, (i) shall give afford Buyer and its Representatives reasonable access access, at all reasonable times during normal business hours hours, to the officeseach Company and each Company Subsidiary's personnel, premises, properties, officers, employees, accountants, auditors, counsel and other representativesContracts, books and records of the Company records, and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwaterother documents and data, (ii) shall furnish to Buyer and its Representatives with copies of all such financialContracts, operating books and property related data records, and other information documents and data as such persons have not previously been furnished to Buyer and as Buyer may reasonably request, and (iii) shall instruct the Company's furnish Buyer and its SubsidiariesRepresentatives with such additional financial, operating, and other data and information as Buyer may reasonably request, but only to the extent such data or information exists or can be generated or produced without disproportionate expense, and (iv) authorize the Companies' employees, counsel and financial advisors independent certified public accountants to cooperate reasonably with permit Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject independent actuaries, auditors, tax consultants and certified public accountants to examine all accounting records and working papers pertaining to the provisions of the Confidentiality AgreementFinancial Statements and Statutory Statements. In addition, notwithstanding No investigation pursuant to this Section 5.3 shall affect or be deemed to modify any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld representation or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunderSeller. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study Any investigation pursuant to this Section 7.4(b)(ii) or Section 7.4(b)(iii), 5.3 shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so such manner as not to interfere unreasonably with the use conduct of the Acquired Real Property business of Seller, the Companies or the Company Subsidiaries. Notwithstanding the foregoing, Buyer shall not have access to personnel records of the Companies and the Company Subsidiaries relating to medical histories or other information the disclosure of which would subject Seller, any 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 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 directed to an executive officer of Seller or any Company or such other Persons as may be designated by SellersSeller.

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

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

Access. Landlord reserves (a) Subject to applicable Law, from the date hereof until the Closing Date, Sellers (i) shall give Buyer for itself and its Representatives reasonable access during normal business hours to the officesagents, propertiesconsultants, officers, contractors and employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact enter the Premises at all reasonable times and, except in cases of emergency, after giving Tenant reasonable notice and negotiate directly subject to Tenant’s reasonable security requirements, to inspect the Premises (including, without limitation, environmental testing); to supply any service to be provided by Landlord hereunder; to show the Premises to prospective purchasers or mortgagees; to show the Premises to prospective tenants during the last nine (9) months of the Term; to post notices of nonresponsibility; and to repair or maintain the Premises and the Building as required by Section 8.1, without abatement of Rent (unless as a result of such activities, Tenant’s access to or use of the Premises is materially impaired), and may for that purpose erect, use and maintain necessary structures in and through the Premises and the Building where reasonably required by the character of the work to be performed. Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Seller's joint venturers and Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises or any other partnersloss occasioned thereby, parties except to the Assumed Contracts extent caused by the negligence or willful misconduct of Landlord in the exercise of its rights and lenders provided that Landlord shall use reasonable efforts not to materially adversely affect Tenant’s use of the Premises. All locks for all of the doors in, upon and about the Premises, excluding Tenant’s vaults and safes or special security areas (designated in advance in writing by Tenant) shall at all times be keyed to a master system and Landlord shall at all times have and retain a key with respect which to any Acquired Assets or Assumed Liabilitiesunlock all of said doors. The Company Landlord shall have the right to participate use any and all means that Landlord may deem necessary or proper to open said doors in such negotiations an emergency in order to obtain entry to any portion of the Premises, and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation entry to the Premises or portions thereof obtained by Buyer Landlord by any of said means, or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii)otherwise, shall not under any circumstances be conducted in construed or deemed to be a forcible or unlawful entry into, or a detainer of, the presence Premises, or an eviction, actual or constructive, of Sellers Tenant from the Premises or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellersany portion thereof.

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

Access. (a) Subject to applicable Law, During the period from the date hereof until of this Agreement to the Closing Dateor the prior termination of this Agreement pursuant to Section 8.1, Sellers (i) shall give Buyer and its Representatives counsel, accountants, financial advisors, potential financial sources, employees, agents and other authorized representatives (the “Buyer Representatives”) shall be given reasonable access during normal business hours and upon reasonable prior notice to the officesfacilities, properties, officers, employees, accountants, auditors, counsel and other representativespersonnel, books and records (including, without limitation, Tax records) of the Company NOARK Group, Seller and its SubsidiariesAffiliates for the purpose of conducting an investigation of their financial condition, status, Business, employment matters, properties and assets; provided, however, that Buyer's inspection (i) Buyer and the Buyer Representatives will not request information, or otherwise contact, any officer, director or employee of Sellers' properties shall notSeller, without the consent or Seller’s Affiliates, or of any member of the CompanyNOARK Group without arranging such contact with any of the individuals listed on Schedule 1.1(C), which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, and (ii) such investigation shall furnish be conducted in a manner that does not unreasonably interfere with the normal operations of the NOARK Group. Additionally, Buyer Representatives shall have from the date of this Agreement to the Closing Date or the prior termination of this Agreement pursuant to Section 8.1 the opportunity to conduct further environmental reviews during regular business hours in such manner as not to unreasonably interfere with normal operations of the NOARK Group and, in each case, with at least forty-eight (48) hours advanced written notice to Seller, provided, however, that Buyer shall have no right to perform, whether itself or through any third parties, any invasive soil or groundwater tests, or any other invasive environmental assessments in respect to any member of the NOARK Group and their respective assets without prior consent of Seller. Seller and the NOARK Group will cause their respective counsel, accountants, financial advisors, employees, agents and other authorized representatives (the “Seller Representatives”) to be available to Buyer and its the Buyer Representatives at all reasonable times during normal business hours and upon reasonable prior notice for such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiariespurposes. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company Seller shall have the right to participate in such negotiations and agrees to cooperate with Buyer, have a Seller Representative present at Buyer's request, in all times during any such negotiationsinspections, interviews and examinations. It is acknowledged Additionally, Buyer shall, and understood that no investigation by shall cause the Buyer Representatives to, hold in confidence all such information provided or made available to Buyer or other information received by the Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study Representatives pursuant to this Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted 5.8 on the terms and subject to the conditions contained in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersConfidentiality Agreement.

Access. (a) Subject to To the extent permitted by applicable Law, from between the date hereof until of this Agreement and the Closing Date, Sellers Seller will, during ordinary business hours and upon reasonable notice, (i) shall give Buyer and its Buyer’s Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel 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 representativesinformation 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, books and records of schedule, or other document principally relating to the Company and its SubsidiariesBusiness filed or submitted by Seller with, or received by Seller from, any Governmental Entity; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (iii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall will be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so such a manner as not to interfere unreasonably with the use operation of the Acquired Real Property 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 SellersSeller, its Affiliates or their Representatives by any action of Buyer or Buyer’s representatives while present on any of the Purchased Assets or other premises to which Buyer is granted access hereunder (including restoring any such 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 perform or conduct any other sampling or testing at, in, on, or underneath any of the Purchased Assets.

Access. (a) Subject During the Pre-Closing Period and subject to applicable LawLaw and Section 5.11(b), from Seller shall, and shall cause the date hereof until the Closing DateSold Companies to, Sellers (i) shall give afford to Buyer and its Representatives authorized Representatives, reasonable access during normal business hours and upon prior reasonable written notice to Seller, to the officesofficers, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company 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 SubsidiariesRepresentatives shall cooperate with Seller and the Sold Companies and shall use their commercially reasonable efforts to minimize any disruption to the business. Notwithstanding anything to the contrary in this Agreement, Seller and the Sold Companies shall not be required to disclose any information to Buyer if such disclosure would be reasonably likely to jeopardize any attorney-client privilege or conflict with any confidentiality obligations to which Seller or any of the Sold Companies is bound; provided, however, that Seller shall and shall cause the Sold Companies to, take commercially reasonable efforts to obtain a waiver of any such confidentiality obligations upon Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent ’s reasonable prior written request (it being understood that such commercially reasonable efforts shall not be unreasonably withheld require any of Seller or delayedthe Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, include except as otherwise expressly provided in Section 5.6, during the environmental sampling of any environmental media, including air, soil, surface water or groundwaterPre-Closing Period, (iii) shall furnish to Buyer and its Representatives shall not contact or communicate with the employees, customers, suppliers, independent contractors, landlords, lessors, banks and or other business relations of the Sold Companies in connection with, or relating in any way to, the transactions contemplated hereby, without the prior written consent of Seller (such financialconsent not to be unreasonably withheld, operating and property related data and other information as such persons reasonably requestconditioned or delayed), and (iiiii) Buyer shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors have no right to cooperate reasonably with Buyer in its investigation perform invasive or subsurface investigations of the business properties or facilities of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with Sold Companies without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers.

Access. During the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, the Company shall (and shall cause its Subsidiaries to) (a) Subject provide to applicable Law, from the date hereof until the Closing Date, Sellers (i) shall give Buyer Parent and its Representatives reasonable access during normal business hours hours, upon reasonable prior notice to the officesCompany, to the properties, officers, employees, accountants, auditors, counsel and other representatives, books and records and personnel of the Company and its SubsidiariesSubsidiaries and (b) furnish reasonably promptly to Parent all information (financial or otherwise) concerning its business, properties and personnel as Parent may reasonably request, including with respect to the Company Programs, to the extent reasonably available, and keep Parent reasonably apprised as to any material developments with respect to the Company Programs; provided, however, that Buyer's inspection the Company may restrict or otherwise prohibit access to any documents or information to the extent that (A) any applicable Law requires the Company or its Subsidiaries to restrict or otherwise prohibit access to such documents or information or (B) the Company in good faith determines access to such documents or information would reasonably be expected to result in a waiver of Sellers' properties shall notany attorney-client privilege, without work product doctrine or other applicable privilege applicable to such documents or information, or (C) such documents or information relate to the consent evaluation or negotiation of this Agreement and the transactions contemplated hereby or, subject to Sections 6.2 and 6.3, an Acquisition Proposal or Superior Proposal. In the event that the Company does not provide access or information in reliance on clauses (A) or (B) of the Companypreceding sentence, which consent it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate any applicable Law or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall be conducted in a manner that does not unreasonably withheld or delayed, include interfere with the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation conduct of the business of the Company and or its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its Representatives in connection with any investigation conducted pursuant to the contrary, Buyer shall, with the prior consent of access contemplated by this Section 7.6. Nothing in this Section 7.6 or elsewhere in this Agreement shall be construed to require the Company, which consent shall not be unreasonably withheld any of its Subsidiaries or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections Representatives of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellersforegoing to prepare any reports, analyses, appraisals or opinions that are not readily available.

Access. Upon reasonable advance written notice, the Company shall (aand shall cause its Subsidiaries to) Subject to applicable Lawafford Parent’s representatives reasonable access, from the date hereof until the Closing Date, Sellers (i) shall give Buyer and its Representatives reasonable access during normal business hours throughout the period prior to the officesEffective Time, to the Acquired Companies’ employees, customers, vendors, partners, properties, officersbooks, employeesrecords and contracts and, accountantsduring such period, auditors, counsel and other representatives, books and records of the Company shall (and shall cause its SubsidiariesSubsidiaries to) furnish promptly to Parent all available information concerning its business as Parent may reasonably request; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent Acquired Companies shall not be unreasonably withheld required to permit any inspection or delayedother access, include or to disclose any information, that in the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business reasonable judgment of the Company could: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law (it being agreed that, with respect to subclauses (a), (b) and (c), that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention); or (e) materially interfere with the conduct of the Acquired Companies’ business. All information obtained by Parent and its Subsidiaries. All such information representatives pursuant to this Section 6.4 shall be provided subject to treated as “Evaluation Material” of the provisions Acquired Companies for purposes of the Confidentiality Agreement. In addition, notwithstanding No investigation pursuant to this Section 6.4 shall affect or be deemed to modify any provision representation or warranty in this Agreement of any party hereto or otherwise limit or affect the remedies available to Parent. All requests for access pursuant to this Section 6.4 must be directed to the General Counsel of the Confidentiality Agreement Company or another Person designated in writing by the Company. Notwithstanding anything herein to the contrary, Buyer shallParent and Acquisition Sub shall not, and shall cause their respective representatives not to, contact any customer or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Acquisition Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellersparticipating.

Access. (a) Subject To the extent that the Site or other areas where work is to applicable Lawbe performed hereunder is presently owned or controlled by parties other than those bound by this Agreement, the Applicant shall obtain, or shall use its best efforts to obtain access agreements from the date hereof until the Closing Datepresent owners. Best efforts shall include at a minimum, Sellers (i) shall give Buyer and its Representatives reasonable access during normal business hours a certified letter from Applicant to the officespresent owner of such property requesting an access agreement to permit Applicant, propertiesRRC, officerstheir authorized representatives and persons designated by the RRC in accordance with NRC, employeesaccess to such property. Any such access agreement shall be incorporated by reference into this Agreement. Such an agreement shall provide access for Applicant, accountantsRRC and authorized representatives of RRC, auditorsand persons designated by the RRC in accordance with NRC, counsel as specified below. In the event that such access agreement is not obtained, the Applicant shall so notify RRC, which may then, at its discretion, assist the Applicant in gaining access. The Applicant shall provide authorized representatives of RRC access to the Site and other representativesareas where work is to be performed at all reasonable times. Such access shall be related solely to the work being performed on the Site and shall include, books but not be limited to inspecting records, operating logs and records contracts related to the Site; reviewing the progress of the Company Applicant in carrying out the terms of this Agreement; conducting such tests, inspections, and its Subsidiariessampling as RRC may deem necessary; providedusing a camera, howeversound recording, that Buyer's inspection of Sellers' properties or other documentary type equipment for field activities; and verifying the data submitted to RRC by the Applicant hereunder. The Applicant shall notpermit RRC’s authorized representatives to inspect and copy all records, without the consent of the Companyfiles, photographs, documents, and other writings, including all sampling and monitoring data, which consent shall not be unreasonably withheld or delayed, include pertain to this Agreement and over which the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its SubsidiariesApplicant may exercise control. All such information shall be provided subject persons with access to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Site pursuant to this Agreement to the contrary, Buyer shall, shall comply with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact submitted health and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilitiessafety plans. The Company shall have the right to participate in such negotiations RRC does not approve health and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellerssafety plans.

Access. (a) Subject to the provisions of the Confidentiality Agreements and to applicable LawLegal Requirements, during the period from the date hereof until of this Agreement through the Closing DateDate (the "Pre-Closing Period"), Sellers Seller will, after receiving reasonable advance notice from Purchaser, give Purchaser reasonable access (during normal business hours) to the Boulder Facility and to Seller's books and records relating to the Specified Assets and relating to those Available Employees who consent in writing to such access (the "Consenting Employees"), and will provide Purchaser with such information regarding the Specified Assets, the Consenting Employees and any other appropriate matters germane to the subject matter of this Agreement and the Ancillary Agreements as Purchaser may reasonably request, for the sole purposes of enabling Purchaser (i) shall give Buyer to further investigate, at Purchaser's sole expense, the Specified Assets, the Consenting Employees and its Representatives reasonable access during normal business hours any other appropriate matters germane to the offices, properties, officers, employees, accountants, auditors, counsel subject matter of this Agreement and other representatives, books the Ancillary Agreements and records (ii) to verify the accuracy of the Company representations and its Subsidiarieswarranties set forth in Section 2; provided, however, that Buyerexcept as provided in Section 5.5, Purchaser will not (without Seller's inspection approval, which will not be unreasonably withheld) contact or otherwise communicate with any of Sellers' properties shall notthe Available Employees. To the extent requested by Purchaser, without Seller will arrange to permit Purchaser to conduct interviews of any of the Available Employees during the Pre-Closing Period. Seller will request the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject Available Employees to the provisions disclosure of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement their respective personnel files to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersPurchaser.

Access. (a) Subject to applicable Law, from From the date hereof until through the Closing Date, Sellers (i) the Companies and the AEC Subsidiary shall give provide Buyer and its Representatives authorized agents, officers and representatives reasonable access during normal business hours to (a) their books, files and records (including such records as related to the officesfinancial affairs, Business Operations and Business Employees of the Companies and the AEC Subsidiary), (b) to their Real Property and its associated facilities, equipment and other properties, officers(c) any data, employeesinformation or copies of documents with respect to any Governmental Authorization, accountantsRelease, auditorsRemediation, counsel 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 such Environmental Insurance Policy) and which is different from or additional to the information and documentation provided by Seller to Buyer pursuant to other representatives, books provisions of this Agreement and records (d) the other data and information and copies of documents with respect to the Company Business Operations as Buyer and its Subsidiariesagents shall from time to time reasonably request for examination, investigation and assessment as determined by Buyer in its sole discretion; provided, however, that Buyer's inspection such examinations and investigations and assessments shall be conducted during the Companies’ and the AEC Subsidiary’s normal business hours, with reasonable advance notice to and coordination with Xxxx Xxxx and Xxxxx Xxxxxx, shall not unreasonably interfere with the operations and activities of Sellers' properties the Companies or the AEC Subsidiary, and in no event shall notinvolve the performance of 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 competitor, 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. Notwithstanding the Company, which consent shall not be unreasonably withheld foregoing or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement anything contained herein to the contrary, Buyer shalland its authorized agents, with the prior consent of the Company, which consent officers and representatives shall not be unreasonably withheld permitted or delayedentitled to examine any materials without the Companies’ prior written consent, have when in the right good faith judgment of the Companies, (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 contact and negotiate directly the date hereof, or (z) such event could jeopardize the Companies’ or the AEC Subsidiary’s relationships with Seller's joint venturers their respective customers, suppliers and other partners, parties to the Assumed Contracts applicable third parties. All investigations and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation due diligence conducted by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), its representatives shall be conducted in at Buyer’s sole cost, risk and expense and Buyer shall indemnify and hold Seller Indemnified Parties, the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with Companies and the use of the Acquired Real Property by SellersAEC Subsidiary harmless from and against any and all costs and expenses (including reasonable attorneys’ fees) resulting from Buyer’s due diligence and investigations.

Access. (a) Subject to applicable LawLaw and the other limitations set forth in this Lease, from Landlord and its agents shall have the date hereof until right following not less than seventy-two (72) hours written notice (except in an Emergency (as hereinafter defined) to enter the Closing DatePremises at all reasonable times for the purpose of examining or inspecting the same, Sellers showing the same to prospective purchasers or tenants of the Building (as to prospective tenants, only in the final nine (9) months of the Term of this Lease), and as necessary to perform its obligations hereunder. Landlord’s access rights shall be subject to the following: (i) shall give Buyer and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiariespromptly finishing any work for which it entered; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish complying with all of Tenant’s security and safety regulations which do not unreasonably limit or impact the purpose for which such entry was or is to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and be undertaken; (iii) shall instruct the Company's and its Subsidiaries' employeesintentionally omitted; (iv) if Tenant so elects, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information Landlord shall be provided subject to the provisions accompanied by a representative of the Confidentiality Agreement. In addition, notwithstanding Tenant during any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent such entry; (v) Landlord shall not be unreasonably withheld or delayed, have the right to contact open or inspect confidential files or safes (so long as designated in writing as confidential in advance by Tenant), and negotiate directly with Seller's joint venturers Landlord shall not disclose to others any confidential information regarding Tenant’s business (to the extent designated as confidential in advance by Tenant) learned by Landlord during any such entry into the Premises except (1) in litigation between Landlord and Tenant, (2) if required by court order or subpoena, or (3) if such confidential information otherwise become generally available to the public; and (vi) Landlord shall promptly repair any damage caused to the Premises by Landlord or anyone accessing the Premises under this Section. Landlord may erect, use and maintain temporary scaffolding, pipes, conduits and other partnersnecessary structures in and through the Premises where reasonably required by the character of the work performed, parties provided that the business of Tenant shall not be interfered with unreasonably. If Tenant shall not personally be present to open and permit an entry into the Assumed Contracts and lenders with respect to Premises at any Acquired Assets time when such entry by Landlord is necessary or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyerpermitted hereunder, at Buyer's requestLandlord may enter by means of a master key or, in emergencies, may enter forcibly, without liability to Tenant. In exercising its rights pursuant to this Section 17 hereof, Landlord shall use its reasonable efforts not to unreasonably interfere with Tenant’s operations in the Premises and to minimize any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellersinterference.

Access. (a) Subject to To the extent permitted by applicable Law, from between the date hereof until of this Agreement and the Closing Date, Sellers Seller will, during ordinary business hours and upon reasonable notice, (i) shall give Buyer and its Buyer’s Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel 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 representativesinformation 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, books and records of schedule, or other document principally relating to the Company and its SubsidiariesBusiness filed or submitted by Seller with, or received by Seller from, any Governmental Entity; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (iiA) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall will be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so such a manner as not to interfere unreasonably with the use operation of the Acquired Real Property 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 SellersSeller, its Affiliates or their Representatives by any action of Buyer or Buyer’s representatives while present on any of the Purchased Assets or other premises to which Buyer is granted access hereunder (including restoring any such 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 perform or conduct any other sampling or testing at, in, on, or underneath any of the Purchased Assets.

Access. (a) Subject to compliance with applicable Law, from the date hereof until the Closing Date, Sellers (i) Company shall give Buyer 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 hours, throughout the period prior to the officesearlier of the Effective Time and the Termination Date, to the Company’s and its Subsidiaries’ properties, officersContracts, employees, accountants, auditors, counsel and other representativescommitments, books and records and, during such period, the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent and its Representatives 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 or furnish such information if it would unreasonably disrupt the operations of the Company and or any of its Subsidiaries; provided, howeverwould unreasonably disrupt or risk materially delaying the Company’s completion of restatements of its historical financial statements, that Buyer's inspection of Sellers' properties shall not, without the consent would cause a violation of the Companyconfidentiality provisions of any Contract to which the Company or any of its Subsidiaries is a party, would cause a risk of a loss of privilege or would constitute a violation of any applicable Law. At the request of Parent, through the period prior to the earlier of the Effective Time and the Acceptance Date, the Company shall use its reasonable best efforts (which consent 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 unreasonably withheld or delayedprovided reasonable access to such Contracts. Without limiting the foregoing, include the environmental sampling Company shall keep Parent apprised on a reasonably prompt basis of any environmental media, including air, soil, surface water or groundwater, material developments relating to the Restatement and Related Matters and shall provide Parent two (ii2) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation Business Days’ advanced notice of the business time the Company becomes Current (as defined in Annex I). If at any time the Company believes that it will not achieve the revenue, EBITDA or cash flow projections set forth in the 2007 quarterly plan attached to Section 6.2(a) of the Company Disclosure Schedule, it will promptly notify and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, consult in good faith with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders Parent with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right such anticipated failure to participate in achieve such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellersprojections.

Access. (a) Subject At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Closing, the Company shall afford Purchaser reasonable access, consistent with applicable Law, from the date hereof until the Closing Date, Sellers (i) shall give Buyer and its Representatives reasonable access during normal business hours hours, on reasonable advance notice provided in writing to the officesGeneral Counsel of the Company, or another Person designated in writing by the Company, to the properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent personnel of the Company, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (a) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information (in which consent case, the Company shall use reasonable best efforts to provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) in compliance with such applicable Law or Contract), (b) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information (in which case, the Company shall use reasonable best efforts to provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without jeopardizing such privilege), (c) such disclosure relates to interactions with other prospective buyers or transaction partners of the Company or the negotiation of this Agreement and the transactions contemplated hereby, or information relating to the analysis, valuation or consideration of the Transactions or the other transactions contemplated hereby, in each case, subject to Section 5.3, which shall not be unreasonably withheld limited by this Section 6.7 or delayed, include (d) access would result in the environmental sampling disclosure of any environmental mediatrade secrets of third Persons. Nothing in this Section 6.7 shall be construed to require the Company, including airany of its Subsidiaries or any of their respective Representatives to prepare any reports, soilanalyses, surface water appraisals or groundwater, (ii) opinions. Any investigation conducted pursuant to the access contemplated by this Section 6.7 shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, be conducted in a manner that is consistent with all applicable COVID-19 Measures and (iiii) shall instruct that does not unreasonably interfere with the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. All such information Any access to the properties of the Company and its Subsidiaries shall be provided subject to the provisions Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media of the Confidentiality Agreementsort generally referred to as a “Phase II” environmental investigation. In addition, notwithstanding any provision The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Purchaser or any of its Representatives in connection with any investigation conducted pursuant to the contraryaccess contemplated by this Section 6.7. Notwithstanding anything to the contrary in this Agreement, Buyer shall, with the prior consent of the Company, which consent shall each Party may satisfy its obligations set forth in this Section 6.7 by electronic means if physical access would not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellerspermitted under applicable COVID-19 Measures.

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

Access. (a) Subject to applicable Law, from After the date hereof until and prior to the Closing DateClosing, 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 (i) shall give Buyer subject in each case to any contractual, fiduciary or similar obligation of HCE-Rockfort or any Jamaica Subsidiary), Purchaser and its Representatives executive officers, managers, counsel, accountants and other representatives to have reasonable access access, upon reasonable advance notice, during normal regular business hours hours, to the officesassets, employees, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records records, businesses and operations relating to HCE-Rockfort and the Jamaica Subsidiaries as Purchaser may reasonably request, including cooperating with accounting personnel of Purchaser seeking to prepare U.S. GAAP financial statements for PPO and the Company and its SubsidiariesPower Company; provided, however, that Buyer's inspection of in no event shall Sellers' properties shall not, without the consent of the CompanyHCE-Rockfort or any Jamaica Subsidiary be obligated to provide any access or information (i) if Sellers determines, in good faith after consultation with counsel, that providing such access or information may violate applicable Law, cause Sellers, HCE-Rockfort or any Jamaica Subsidiary to breach a confidentiality obligation to which consent shall not be unreasonably withheld it is bound, or delayedjeopardize any recognized privilege available to Sellers, include the environmental sampling of HCE-Rockfort or any environmental media, including air, soil, surface water Jamaica Subsidiary; or groundwater, (ii) shall furnish to Buyer the extent set forth on Schedule 5.3. Purchaser agrees to indemnify and its Representatives such financialhold Sellers, operating 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 any representative of Purchaser and any loss, damage to or destruction of any property related data owned by Sellers, HCE-Rockfort or the Jamaica Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of any of the employees, counsel, accountants, advisors and other information as such persons reasonably requestrepresentatives of Purchaser during any visit to 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 shall, and (iii) shall instruct the Company's and cause its Subsidiaries' employees, counsel counsel, accountants, advisors and financial advisors 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 cooperate reasonably interfere with Buyer in the operation, maintenance or repair of the assets of HCE-Rockfort or such Jamaica Subsidiary. Neither Purchaser nor any of its investigation representatives shall conduct any environmental testing or sampling on any of the business or property sites of HCE-Rockfort or the Company and its Subsidiaries. All such information shall be provided subject Jamaica Subsidiaries prior to the provisions of Closing Date. Each Party shall, and shall cause its Affiliates and representatives to, hold in strict confidence all documents and information furnished to it by another Party in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers.

Access. The Contributors will afford to the Partnership and its counsel, financial advisors, auditors and other authorized representatives (a“Representatives”) Subject reasonable access to the Contributors’ and the Companies’ financial, title, tax, corporate and legal materials and operating data and information available as of the date hereof and which becomes available to the Contributors at any time prior to the Closing Date, and will furnish to the 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 Lawlaw 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, the Contributors will afford to the Partnership and its Representatives reasonable access to the books and records of the Contributors insofar as they relate to property, accounting and tax matters of the Companies. Until the Closing Date, the confidentiality of any data or information so acquired shall be maintained by the Partnership and its Representatives. Further, the Contributors will afford to the Partnership and its Representatives reasonable access from the date hereof until the Closing Date, Sellers (i) shall give Buyer and its Representatives reasonable access during normal business hours hours, to the officesCompanies’ assets and properties; provided that such access shall be at the sole cost, properties, officers, employees, accountants, auditors, counsel expense and other representatives, books and records risk of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersPartnership.

Access. (a) Subject to applicable Law, from From the date hereof until the Closing Date, Sellers (i) Seller shall give Buyer 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, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its SubsidiariesSRLP Entities; provided, however, provided that Buyer's inspection such access does not unreasonably interfere with the normal operations of Sellers' properties shall not, without the consent any of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, SRLP Entities and (ii) shall furnish information related to Buyer the 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 its Representatives such financial, operating and property related data and any other information in the SRLP’s possession, in each case, as such persons may be reasonably request, and (iiirequested by Acquiror to assess that SRLP satisfies the exception for partnerships that meet the “qualifying income” requirement in Section 7704(c) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of Code. The information provided pursuant to this Section 6.1 shall constitute Information (as defined in the Company and its Subsidiaries. All such information shall be provided subject to the provisions of Confidentiality Agreement) under the Confidentiality Agreement. In additionNothing set forth in this Agreement shall require Seller to, notwithstanding or to cause any provision of the Confidentiality Agreement to the contrarySRLP Entity to, Buyer shall(a) allow Acquiror and its Affiliates or Representatives to, with the prior consent of the Companyand Acquiror and its Affiliates and Representatives shall not, which consent shall not be unreasonably withheld conduct any sampling, boring drilling or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders invasive investigation activities with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyersoil, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer groundwater or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Propertymedia, including any inspection Phase II Environmental Site Assessments, (b) provide Acquiror and its Affiliates or study pursuant Representatives with any information regarding Seller’s businesses, assets, financial performance or condition or operations not involving the SRLP Entities, or (c) provide access to Section 7.4(b)(ii) or Section 7.4(b)(iii)disclose information where such access or disclosure would jeopardize any attorney-client privilege otherwise applicable with respect to such information or contravene any Law, shall be conducted in fiduciary duty or binding agreement entered into prior to the presence of Sellers date hereof by the SRLP Entity providing such information. Acquiror shall, at its sole cost and expense and without any cost and expense to Seller or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use SRLP Entities, restore the properties and assets of the Acquired Real Property by SellersSRLP Entities to at least the same condition they were in prior to the commencement of any access provided to Acquiror and its Affiliates and Representatives, including repair of any damage done or resulting from such access.

Access. (a) Subject to applicable Law, from During the date hereof until the Closing DateExamination Period, Sellers (i) shall will give Buyer and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request’s sole cost, risk and expense, reasonable access to Sellers’ offices and personnel, the Assets and the Records (and the right to copy such Records, or the originals thereof) for the purpose of conducting such title and environmental examinations as Buyer may in its sole discretion choose to conduct with respect to the Assets, and all other reasonable due diligence reviews of the Assets. Sellers will use commercially reasonable efforts (at Buyer’s sole cost and expense) to obtain waivers from the applicable Third Parties to be able to disclose to Buyer all information relating to the Assets that any Seller is restricted from disclosing as a result of confidentiality arrangements under any agreement with Third Parties to the extent requested by Buyer. Subject to the immediately preceding sentence, access under this Section 13.02 is granted only to the extent that Sellers may do so without violating any obligations to any Third Party and to the extent that each Seller has the authority to grant such access without breaching any restriction binding on it. However, if so requested by Buyer, any Seller will use commercially reasonable efforts (at Buyer’s sole cost and expense) to obtain a waiver of any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunderrestrictions in favor of Buyer. Buyer hereby agrees that any on-site inspections to release, defend, indemnify and hold harmless Sellers from and against all claims, losses, damages, costs, expenses, causes of action and judgments of any Acquired Real Propertykind or character (INCLUDING THOSE RESULTING FROM ANY SELLER’S SOLE, including any inspection or study pursuant to Section 7.4(b)(iiJOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) or Section 7.4(b)(iii)ARISING OUT OF OR RELATING TO BUYER’S DUE DILIGENCE EXAMINATIONS, shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersEXCEPTING ONLY LIABILITIES ACTUALLY RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE SELLERS OR THEIR REPRESENTATIVES.

Access. (a) Subject to applicable Law, from Between the date hereof until Execution Date and the Closing Date, Sellers (i) Seller shall, and shall cause the Acquired Company and the Acquired Subsidiaries to, give Buyer Purchaser and its Representatives Representatives, upon reasonable advance notice to Seller or its Representatives, reasonable access during normal business hours to the officesBusiness and reasonable access to and the right to copy, propertiesat Purchaser’s sole cost, officersrisk and expense, employeesthe Books and Records (or originals thereof), accountants, auditors, counsel and other representatives, books and records for the purpose of conducting a reasonable due diligence review of the Acquired Company, the Acquired Subsidiaries and the Business, but only to the extent that Seller and the Acquired Company may do so without violating any obligations to any Third Party and to the extent that Seller and the Acquired Company have the authority to grant such access without breaching any 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 SubsidiariesRepresentatives. 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. Any conclusions made from any examination done by Purchaser shall result from Purchaser’s own independent review and judgment; provided, however, that Buyer's inspection of Sellers' properties neither Purchaser nor its Representatives shall notconduct any environmental site assessment, compliance evaluation or investigation with respect to Seller, the Acquired Company, the Acquired Subsidiaries or the Business without the 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 CompanyOwned Real Property without Seller’s prior consent, which consent shall not be unreasonably conditioned, withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, delayed and (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and on any other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business properties of the Company and its Subsidiaries. All such information shall be provided subject Group or related to the provisions of Business other than the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Owned Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers.

Access. (a) Subject to applicable Lawspecific restrictions imposed upon Seller and Company by Law or Contract to which either of them is a party and to the 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, from the date hereof until the Closing Date1997 by and between Buyer and Seller, Sellers (i) Seller and Company shall give authorize and permit Buyer and its Representatives representatives (which term shall be deemed to include its independent accountants and counsel and representatives of prospective financing institutions of Buyer) to have reasonable access during normal business hours hours, upon reasonable notice and 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 officesBusiness as Buyer may from time to time request, propertiesand 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, auditorscounsel, counsel suppliers, customers, and other representativescreditors of Seller (with respect to the Business) and Company, books as are reasonably necessary or appropriate for the purposes of familiarizing them with the Business and records obtaining any necessary Approvals of or Permits for the transactions contemplated by this Agreement. Without limiting the generality of the Company and its Subsidiaries; providedforegoing, however, that Buyer's inspection of Sellers' properties Buyer shall not, be entitled to (a) conduct or cause to be conducted without the consent of the 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) conduct or cause to be conducted subject to the prior written consent of Seller or Company (which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (iiwithheld) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets interest in real property held by Seller (with respect to the Business) or Assumed Liabilities. The Company shall have the right to participate in such negotiations other environmental investigations or studies as Buyer may desire and agrees to cooperate with Buyer(c) review, at Buyer's requestas soon as available, in any such negotiations. It is acknowledged copies of all reports, renewals, filings, certificates, statements and understood that no investigation by Buyer or other information documents received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant (with respect to Section 7.4(b)(iithe Business) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersCompany from any Governmental Entity.

Access. (a) Subject to applicable Law, from the date hereof until From and after the Closing Date, Sellers 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 rights or obligations of Seller or any of its Affiliates under any Transaction Agreement, upon reasonable prior notice, and except as determined in good faith to be necessary to (i) ensure compliance with any applicable Law, (ii) preserve any applicable privilege (including the attorney-client privilege), or (iii) comply with any contractual confidentiality obligations, Parent shall, and shall give Buyer cause each of Buyer, Company, Company Subsidiary and their respective Affiliates, and their respective Representatives to (A) afford the Seller and its Representatives and their respective Affiliates reasonable access access, during normal business hours hours, to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company Buyer and its SubsidiariesAffiliates in respect of Company, Company Subsidiary and the Business, (B) furnish to Seller and 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 time reasonably request and (C) make available to Seller and its Representatives and their respective Affiliates at Seller’s sole expense those employees of Buyer or its Affiliates whose assistance, 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 purpose referred to above, including the presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that Buyer's inspection such investigation shall not unreasonably interfere with the business or operations of Sellers' properties shall notBuyer or any of its Affiliates; and provided, without further, that the consent auditors and accountants of the Company, which consent Buyer or its Affiliates shall not be unreasonably withheld or delayed, include the environmental sampling of obligated to make any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect work papers available to any Acquired Assets Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellersaccountants.

Access. (a) Subject to applicable Law, from the date hereof until On and after the Closing Date, Sellers (i) shall give Buyer the Purchaser will cause the Companies to afford promptly to the Seller and its Representatives agents reasonable access during normal business hours to each of their respective properties, books, records, employees and auditors to the offices, properties, officers, employees, accountants, auditors, counsel extent necessary to permit the Seller to determine any matter relating to its rights and other representatives, books and records of obligations hereunder or to any period ending on or before the Company and its SubsidiariesClosing Date; provided, however, that Buyer's inspection of Sellers' properties shall not, without any such access by the consent of the Company, which consent Seller shall not be unreasonably withheld or delayed, include interfere with the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation conduct of the business of the Company 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 Subsidiariesreasonable 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. All such information shall be provided subject The Purchaser agrees that it is not authorized to and will not (and will not permit any of its officers, directors or Affiliates to) contact any director, employee, supplier, customer or other material business relation of the Seller or the Companies prior to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with Closing without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted except for contacts in the presence ordinary course of Sellers the Purchaser’s business that do not make inquiry or its Representatives. All inspections shall be conducted so as not to interfere unreasonably disclosure respecting the Companies, the Seller, the transactions contemplated by this Agreement, the Purchaser’s contact or interaction with the use Companies or the Seller, the existence of this Agreement or any other interaction involving the Acquired Real Property by SellersCompanies or the Seller.

Access. (a) Subject to applicable LawUpon reasonable notice, from the date hereof until through the Closing Date, the Sellers (i) shall give Buyer and its Representatives reasonable access during normal business hours afford to the offices, properties, officers, employees, accountants, auditors, legal counsel and other representativesrepresentatives of the Buyer full access upon reasonable prior notice and during normal business hours to all of the properties, books books, contracts, commitments, SAP data bases and associated files, file structure and file field definitions, Financial Information and records of the Company Sellers related to the Purchased Assets. Buyer shall be entitled to conduct appraisals of all or any portion of the Purchased Assets and to conduct inspections thereof. In addition, Sellers shall grant Buyer limited access (with Florsheim's participation in such contacts) to the Major Customers, the Major Suppliers and the lessors of the Purchased Stores and shall reasonably cooperate with Buyer in communicating with such persons. Nothing in this Agreement shall prevent Buyer or its Subsidiaries; Affiliates from initiating or having contact with any Person (including Major Customers, Major Suppliers and the lessors of the Purchased Stores) in the ordinary course of Buyer's business, provided that prior to the Effective Time of Closing Buyer shall have no discussion regarding this Agreement 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, the Sellers shall use commercially reasonable efforts to make available to Buyer the services of the Sellers' information technology employees as reasonably requested by Buyer, provided, however, that Buyer's inspection of any request that, in the Sellers' properties shall notdiscretion, without would significantly interfere with the consent ordinary course operation of the Company, which consent shall Sellers' business would not be unreasonably withheld or delayedreasonable for this purpose. If Buyer expressly requests that Sellers use their best efforts to retain the services of a particular information technology employee, include Buyer shall reimburse the environmental sampling Sellers for the Sellers' costs (including salary and benefits but not corporate overhead), determined on an hourly basis, of continuing to employ any such information technology employee, and Buyer shall reimburse the Sellers for the full cost of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct severance obligations incurred by the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders Sellers with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellerstechnology employee.

Access. (a) Subject With reasonable prior notice and subject to any applicable Law, from any applicable privileges (including the date hereof until attorney-client privilege), trade secrets, and contractual confidentiality obligations, the Closing DateSeller shall permit and will cause each other Seller Party, Sellers (i) shall give each Company and Company Subsidiary and, to the extent it has the Legal Right, each Company Joint Venture Entity, to permit, representatives of the Buyer and its Representatives to have reasonable access access, during normal business hours hours, and in a manner so as not to interfere with the officesnormal business operations of the Seller, the Subject Entities and its and their Affiliates, to all premises, properties, officersdesignated executive officers and personnel, employeesbooks, accountantsrecords (including Tax Records), auditorscontracts and documents of or pertaining to the Business or the Subject Entities. Buyer shall have the right to generally conduct visual, counsel non-invasive tests, examinations, and other representatives, books and records investigations of the Company and its Subsidiaries; providedBusiness Assets, however, that Buyer's inspection including those assessments necessary to determine the presence of Sellers' properties shall not, environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the Business Assets may be conducted without the consent of the CompanySeller’s prior written consent, which consent shall not be unreasonably withheld or delayedwithheld. The Buyer agrees to comply fully with all rules, include regulations and instructions issued by the environmental sampling of any environmental mediaSeller, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer the Subject Entities and its Representatives such financialand their Affiliates or other Persons in respect of Buyer’s or its representatives’ actions while upon, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation entering or leaving any properties of the business Seller or any of the Company Subject Entities. The Buyer acknowledges and its Subsidiaries. All such agrees that any information shall received in connection with this Section 5(f) will be provided subject to the provisions terms and conditions of the Confidentiality Agreement. In additionThe Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, notwithstanding any provision death or physical or other property damage, or violation of the Confidentiality Agreement to Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the contrary, Buyer shall, or its representatives associated with the prior consent 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 the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders its representatives with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersSubject 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. (a) Subject to applicable Law, from From the date hereof until through the Closing DateClosing, Sellers (i) Seller shall give afford to Buyer and its authorized Representatives reasonable access access, during normal business hours and in such manner as not to unreasonably interfere with normal operation of the business, to the offices, properties, officersbooks, employeescontracts, accountants, auditors, counsel records and other representatives, books appropriate officers and records employees of the Company Companies (and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without Seller to the consent extent related to the business of the CompanyCompanies), which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) and shall furnish to Buyer such authorized Representatives with all financial and its Representatives such financial, operating and property related data and other information as such persons reasonably request, concerning the affairs of each Company (and (iii) shall instruct of Seller to the Company's and its Subsidiaries' employees, counsel and financial advisors extent related to cooperate reasonably with Buyer in its investigation of the business of the Company Companies) as Buyer and its Subsidiariessuch Representatives may reasonably request. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company Seller shall have the right to participate have a Representative present at all times during any such inspections, interviews, and examinations. Additionally, Buyer shall hold in confidence all such negotiations information on the terms and agrees subject to cooperate with the conditions contained in the Confidentiality Agreement. Notwithstanding the foregoing, Buyer shall have no right of access to, and Seller shall have no obligation to provide to Buyer, at Buyer's requestinformation relating to (a) bids received from others in connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids; (b) any information the disclosure of which Seller has reasonably concluded after consultation with counsel would jeopardize any privilege available to a Company, Seller or any Seller Affiliate relating to such information or would cause a Company, Seller or any Seller Affiliate to breach a confidentiality obligation; or (c) any information the disclosure of which would result in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunderviolation of Law. Buyer agrees and Seller shall cooperate to ensure that any on-site inspections the provision of any Acquired Real Property, including any inspection or study pursuant access hereunder to Section 7.4(b)(ii) or Section 7.4(b)(iii), Buyer and its authorized Representatives shall be conducted comply in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably all respects with the use Federal Energy Regulatory Commission’s Standards of the Acquired Real Property by SellersConduct for Transmission Providers set forth in 18 C.F.R. Part 37, et al.

Access. (a) Subject to applicable Law, from During the date hereof until the Pre-Closing DatePeriod, Sellers (i) shall cause the Company Entities to give Buyer and its Representatives Representatives, who are bound by the Confidentiality Agreement, reasonable access during normal business hours to the officesall personnel, propertiesbooks, officersrecords, employees, accountants, auditors, counsel offices and other representatives, books facilities and records properties of the Company and Entities as Buyer or its SubsidiariesRepresentatives, who are bound by the Confidentiality Agreement, may from time to time reasonably request; provided, however, that Buyer's inspection (a) any such access shall be conducted in a manner not to unreasonably interfere with the businesses or operations of Sellers' properties the Company Entities, (b) Buyer shall notnot take any samples of any environmental media (including soil, groundwater, surface water, air or sediment) or any building materials and (c) Sellers shall not be required to provide or cause to be provided access to or disclose or cause to be disclosed information where such access or disclosure would jeopardize the attorney-client privilege, contravene any Applicable Law or contravene any confidentiality undertaking or, in light of COVID-19 or COVID-19 Measures, jeopardize the health and safety of any Company Employee. Buyer shall not and shall not permit any of its Affiliates to, without the prior written consent of the Company, Sellers (which consent shall not be unreasonably withheld withheld, conditioned or delayed), include the environmental sampling of contact any environmental mediaemployee, including airindependent contractor, soilcustomer, surface water supplier, distributor or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the material business relation of the Company and its SubsidiariesEntities, regarding the businesses of the Company Entities or the transactions contemplated hereby. All such information Notwithstanding the foregoing, any access to the Company Entities relating to the Equity Financing shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation governed exclusively by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers7.13.

Access. (a) Subject to applicable LawPromptly upon execution of this Agreement, from the date hereof until the Closing Date, Sellers Seller shall provide Buyer and Buyer’s authorized representatives (i) shall give Buyer reasonable physical access, at Buyer’s sole risk, cost and its Representatives reasonable access during normal business hours expense, to the officesAssets to allow Buyer to conduct on-site Phase I environmental site assessments of the Assets, properties, officers, employees, accountants, auditors, counsel to the extent Seller has the right to grant such access; and (ii) access to the Records and other representativesAssets, books to the extent such data and records of are in Seller’s or its representatives’ possession and relate to the Company and its SubsidiariesAssets; provided, however, that Buyer's inspection Seller shall have no obligation to provide Buyer access to any interpretative or predictive data or information which Seller believes in good faith it cannot lawfully provide Buyer because of Sellers' properties shall not, without third-party restrictions (to the consent of the Company, which consent shall not be unreasonably withheld extent any such data or delayed, include the environmental sampling of any environmental media, including air, soil, surface water information is proprietary or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreementthird-party restrictions, Seller will use its commercially reasonable efforts to obtain any consents necessary to allow Buyer to review such data or information). In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, connection with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections inspections, Buyer agrees to not unreasonably interfere with the normal operation of the Assets and further agrees that under no circumstances shall it perform any invasive tests of any Acquired Real Propertynature on the Assets without the express written consent of Seller and the operator of the Xxxxx, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence such consent of Sellers or its Representatives. All inspections shall be conducted so as Seller not to interfere be unreasonably with the use of the Acquired Real Property by Sellerswithheld. IN CONNECTION WITH GRANTING SUCH ACCESS, AND EXCEPT TO THE EXTENT THAT SUCH CLAIMS ARE CAUSED BY THE SOLE OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER, 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. (a) Subject to applicable Law, from From the date hereof until and prior to the Closing DateClosing, Sellers (i) Seller and Parent shall give 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 Representatives accountants, counsel, consultants and other representatives reasonable access during normal regular business hours and upon reasonable notice to the officespersonnel, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company Tissue Business as Buyer may from time to time reasonably request; provided that Seller and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent Parent shall not be unreasonably withheld obligated to provide Buyer with any information not material to the Tissue Business relating to trade secrets or delayedwhich would violate any law, include the environmental sampling rule or regulation or term of any environmental mediaCommitment, including airor if the provision thereof would adversely affect the ability of Seller or Parent or any of their respective affiliates to assert attorney-client, soilattorney 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, surface water or groundwaterand 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) shall furnish prior to the time at which Buyer and its Representatives such financial, operating Newco print and property related data distribute the information memorandum in preparation for the "road show," Buyer shall take reasonable and other information as such persons reasonably request, customary steps (which shall be approved in advance by Parent and (iiiSeller) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation ensure that any recipient of the business of the Company and its Subsidiaries. All any such information memorandum shall be provided subject treat the information contained therein related to the provisions of Tissue Business as confidential in accordance with Buyer's obligations under the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent Parent and Seller shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyerrequest 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 negotiations. It is acknowledged and information memorandum (it being understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made cooperation provided by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study Parent pursuant to this Section 7.4(b)(ii) 4.03 shall diminish, change or Section 7.4(b)(iiienlarge the representations and warranties of Parent and Seller expressly set forth herein), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers.

Access. (a) Subject to To the extent permitted by applicable Law, from between the date hereof until of this Agreement and the Closing Effective Date, Sellers Seller will, during ordinary business hours and upon reasonable notice: (i) shall give Buyer and its Buyer’s Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel Purchased Assets; and other representatives, books (ii) permit Buyer and records of the Company and its SubsidiariesBuyer’s Representatives to make such reasonable inspections thereof as Buyer may reasonably request; provided, however, that Buyer's (i) any such inspection of Sellers' properties shall not, without will be conducted in such a manner as not to materially interfere with the consent operation of the Company, which consent Business or any other Person; (ii) Seller shall not be unreasonably withheld required to take any action which would constitute or delayed, include result in a waiver of the environmental sampling attorney-client privilege or violate any of any environmental media, including air, soil, surface water its contracts or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, agreements; and (iii) Seller shall instruct the Company's not be required to supply Buyer with any information which Seller is under a legal obligation not to supply. Buyer shall indemnify and hold harmless Seller from and against any Losses incurred by Seller, its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Affiliates or their Representatives by any action of Buyer in its investigation or Buyer’s representatives while present on any of the business of the Company and its Subsidiaries. All Purchased Assets or other premises to which Buyer is granted access hereunder (including restoring any such information shall be provided subject premises to the provisions of condition substantially equivalent to the Confidentiality Agreementcondition such premises were in prior to any such investigation). In addition, notwithstanding any provision of the Confidentiality Agreement Notwithstanding anything in this Section 7.2 to the contrary, (i) Buyer shallwill not have access to personnel records if such access could, with in Seller’s good faith judgment, subject Seller to risk of liability or otherwise violate applicable Law, including the prior consent Health Insurance Portability and Accountability Act of 1996 and (ii) any inspection relating to environmental matters by or on behalf of Buyer will be strictly limited to visual inspections and site visits commonly included in the scope of “Phase 1” level environmental inspections, and Buyer shall not have any right to perform or conduct any other investigation or inspection, including sampling or testing at, in, on, around or underneath any of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersPurchased Assets.

Access. (a) Subject to applicable Law, from Between the date hereof until of this Agreement and the Closing DateClosing, Sellers (i) Seller shall give Buyer and to Buyer, its Representatives reasonable access during normal business hours to the officesofficers, properties, officersagents, employees, counsel, accountants, auditors, counsel engineers and other representatives, reasonable access to the premises and books and records relating to the System and, to the extent permitted by Law, cause Seller’s employees to furnish to Buyer such information related to the System as Buyer shall from time to time reasonably request for the purposes of preparing for the transition of the Company System to Buyer or any other reasonable purpose relating to the transactions contemplated by this Agreement, including strand mapping that is performed in an unintrusive manner and its Subsidiariesin a manner that does not affect the operation or performance of the System; provided, however, that Buyer's inspection any such investigation shall be conducted (a) during normal business hours and (b) in such a manner as not to interfere with the operation of Sellers' properties shall notthe System. Notwithstanding the foregoing, (i) no environmental sampling or other testing may be performed without Seller’s prior written consent, which consent may be given or withheld in Seller’s sole discretion, and (ii) Buyer will not contact any employee, independent contractor, customer or supplier of Seller with respect to this Agreement without the prior written consent of the CompanySeller, which consent shall not be unreasonably withheld 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 delayednegatively 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, include the environmental sampling 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 environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer testing and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation sampling by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by to which Seller hereundermay consent to pursuant to this Section 7.1. Buyer agrees that any on-site inspections Losses suffered by Seller as contemplated by the previous sentence shall not: (i) constitute a breach by Seller of any Acquired Real Propertyof its representations, warranties or covenants under this Agreement or any Ancillary Agreement; (ii) cause the failure of any closing condition set forth in Article X to be met; or (iii) cause, or be the basis for, any adjustment to the Cash Payment set forth in Section 4.3 (including due to any inspection or study loss of subscribers). Buyer acknowledges that any information made available to Buyer pursuant to this Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in 7.1 is subject to the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use terms of the Acquired Real Property by SellersNon-Disclosure Agreement and Section 8.3.

Access. (a) Subject to applicable Law, from Commencing upon the date hereof until the Closing Date, Sellers (i) shall give execution of this Agreement by Buyer and its Representatives reasonable access during normal business hours Seller, Seller shall allow (or cause to the offices, properties, officersbe allowed) Buyer or Buyer’s agents, employees, accountantscontractors, auditorslenders or representatives access to the Property for purposes of any non-intrusive physical or environmental test, counsel study or inspection of the Property and, to the extent copies are not provided to Buyer by Seller pursuant to Section 6.1, review and other representatives, copying of Seller’s books and records relating to the Membership Interests and the Property and any of the Company 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 its Subsidiaries; analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof (provided, however, however that Buyer's inspection right to review such other matters shall not be deemed to increase Seller's obligation to provide documents as required under Section 6.1, Section 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 Property without first obtaining Seller’s consent as to the timing and scope of Sellers' properties shall not, without the consent of the Companywork to be performed, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Prior to any entry onto the Property for purposes of inspection or testing (as opposed to solely for review of materials provided under Section 6.1 above), include 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 environmental sampling purpose of gathering information in connection with the Membership Interests, the Property or the Seller, or the transaction contemplated by this Agreement. Buyer agrees that, until Closing occurs, all of Seller’s Deliveries will be kept confidential by Buyer and its affiliates except for Permitted Disclosures (as hereinafter defined); provided that Buyer and its affiliates may disclose information from Seller’s Deliveries to their respective employees, agents, representatives, accountants, attorneys, consultants or contractors in connection with its evaluation of the Property and Membership Interest and to any environmental mediabank or lending institution (or underwriter or servicer therefor) that Buyer requests to provide financing for the Property or the Membership Interests, including airso 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, soiland agrees to the disclosure of, surface water certain aspects of this transaction to Buyer's (or groundwaterBuyer's affiliate's) employees, agents, representatives, accountants, attorneys, consultants or contractors in connection with its evaluation of the Property and Membership Interest and to any bank or other lending institution (or underwriter or servicer therefor) that Buyer requests to provide financing for the Property or the Membership Interests. Buyer is not responsible for the actions of third parties as to the disclosure of confidential information, except with respect to its obligation in this paragraph to inform such persons of the confidentiality of such information. Except as provided in the preceding sentences of this paragraph, the existence and contents of this Agreement and the negotiations of parties with respect to the possible sale and purchase of the Membership Interests shall be kept confidential and shall not be disclosed to any third parties without the consent of both parties hereto, except for any disclosure (i) that may be required by law to be made to any applicable governmental or quasi-governmental authorities or any other person or entity, or (ii) shall furnish to of information otherwise in the public domain (the "Permitted Disclosures"). From and after Closing, either party may issue a press release describing the transaction, provided that neither of Seller or Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct may include the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation identity of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate party in such negotiations and agrees to cooperate with Buyer, at Buyer's request, press release unless such press release is approved in any such negotiations. It is acknowledged and understood that no investigation writing in advance by Buyer or the other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellersparty.

Access. (a) Subject to applicable LawFor purposes of furthering the transactions contemplated hereby, from the date hereof until the Closing Date, Sellers (i) Company shall give Buyer afford Parent and its Representatives employees, accountants, consultants, legal counsel, financial advisors, financing sources and agents and other representatives reasonable access during normal business hours upon reasonable advance notice to the officesCompany, throughout the period prior to the Effective Time, to its and its Subsidiaries’ personnel, properties, officerscontracts, employees, accountants, auditors, counsel and other representativescommitments, books and records and any report, schedule or other document filed or received by it pursuant to the requirements of applicable Laws and, during such period, the Company shall, and shall cause its Subsidiaries to, without limitation to the preceding obligations, make available to the other party (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws (other than reports or documents that such party is not permitted to disclose under applicable Law), (ii) a copy of all correspondence between such party or any of its Subsidiaries and any party to a Contract with regard to any action, consent, approval or waiver that is required to be taken or obtained with respect to such Contract in connection with the consummation of the Company Merger or the other transactions contemplated by this Agreement and (iii) all other information concerning its Subsidiariesbusiness, properties and personnel as Parent may reasonably request; provided, however, that Buyer's inspection until the condition in Section 6.1(e) is satisfied, the Clean Team Confidentiality Agreement between the Company and Parent, dated as of Sellers' properties shall notJune 26, without 2014 (the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii“Clean Team Confidentiality Agreement”) shall furnish govern access to Buyer and its Representatives such financial“Highly Confidential Information” as defined therein. Notwithstanding anything to the contrary contained in this Section 5.2(a), operating and property related data and other any document, correspondence or information as such persons reasonably request, and (iiiprovided pursuant to this Section 5.2(a) shall instruct may be redacted to remove references concerning the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business valuation of the Company and its Subsidiariesthe Merger or other similarly confidential information. All such information access pursuant to this Section 5.2(a) shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate (A) conducted in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so manner as not to interfere unreasonably with the use normal operations of the Acquired Real Property by SellersCompany or any of its Subsidiaries and (B) coordinated through the General Counsel of the Company or a designee thereof.

Access. (a) Subject Prior to the Closing and subject to applicable LawLaws, from the date hereof until the Closing DateInvestor shall be entitled, Sellers through its officers, employees and Representatives (i) shall give Buyer including its legal advisors and its Representatives reasonable accountants), to have such access during normal business hours to the offices, properties, officersmanagement, employees, accountants, auditors, counsel businesses and other representatives, operations of the Group Companies and such examination of the books and records of the Company Group Companies as it reasonably requests in connection with the transactions contemplated by this Agreement (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 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 connection with such access and examination, and each of Investor and its SubsidiariesRepresentatives 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 efforts to minimize any disruption to the business. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it would, 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 Group Company is bound; provided, however, that Buyer's inspection Trailblazer shall cause the Group Companies to use their respective commercially reasonable efforts to obtain a waiver of Sellers' properties any such confidentiality obligations 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, without the consent of the Companyand shall cause its officers, which consent shall not be unreasonably withheld or delayedemployees, include the environmental sampling of any environmental medialegal advisors, including airconsultants, soilagents, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data accountants and other information as such persons reasonably requestRepresentatives not to, and (iii) shall instruct the Company's and its Subsidiaries' employeescontact any supplier, counsel and financial advisors to cooperate reasonably customer, independent contractor, landlord, lessor, bank, any Person with Buyer in its investigation whom any Group Company has or has had a business relationship or other lender or Representative of the business of the Company and its Subsidiaries. All such information shall be provided subject or to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders Group Companies with respect to any Acquired Assets Group Company or Assumed Liabilities. The Company the transactions contemplated by this Agreement; provided that Trailblazer shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in have one or more Representatives present during any such negotiationscontact in the event that it consents to such contact, and (y) neither Investor nor its Representatives 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). It is acknowledged 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 understood none of Investor and/or any other Person may rely on the accuracy of any such information, other than as expressly set forth in Trailblazer’s representations and warranties contained in Article II; provided that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to this Section 7.4(b)(ii5.5(a) by Investor or Section 7.4(b)(iii), its Representatives shall be conducted deemed to modify any of Trailblazer’s representations and warranties contained in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersArticle II.

Access. (a) Subject to applicable Law, from From the date hereof until the Closing Date, Sellers Seller shall, at the prior written request of Buyer, (i) shall give Buyer and its Representatives Representatives, who are bound by the Mutual Confidentiality Agreement, reasonable access during normal business hours Working Hours to the offices, offices and properties, officers, employees, accountants, auditors, counsel and other representatives, to copies of books and records records, of the Company Group subject in all respects to any and its Subsidiariesall restrictions and protections related to the COVID-19 virus (or any variant or strain thereof) applicable to the Company Group or that Seller and the Company Group have in effect; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives Representatives, who are bound by the Mutual Confidentiality Agreement, such financial, financial and operating and property related data and any other information relating to the Company Group and in the possession of Seller or the Company Group members as such persons Persons may reasonably request, ; and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors of the Company Group to cooperate reasonably with Buyer in its investigation of the business of the Company and its SubsidiariesGroup. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no Any investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to this Section 7.4(b)(ii) or Section 7.4(b)(iii), 5.04 shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so such manner as not to interfere unreasonably with the use conduct of the Acquired Real Property Company Group or to violate any policies and procedures related to the COVID-19 virus (or any variant or strain thereof) that Seller or the Company Group has in effect or as required by Sellersa Governmental Authority or state Governor. Notwithstanding the foregoing, (A) Seller 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 or other privilege, contravene any Applicable Law or Contract or contravene any confidentiality undertaking; and (B) prior to the Closing Date and unless otherwise expressly required by any Governmental Authority, Buyer shall have no right to perform or cause to be performed any invasive or subsurface investigations of the properties of the Company Group, including any sampling or testing of the air, soil, surface water, groundwater, building materials or other environmental media, unless Seller consents in writing to such investigations, which consent may be withheld in Seller’s sole discretion. All information provided or obtained pursuant to this Section 5.04 shall be kept confidential by Buyer and its Representatives in accordance with the Mutual Confidentiality Agreement.

Access. (a) Subject to applicable Law, from during the date hereof until the Closing DateInterim Period, Sellers (ia) shall give Buyer and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (iib) shall furnish to Buyer and its Representatives such financial, operating and property data related data to the Acquired Assets and other information as such persons Buyer and its Representatives reasonably request, and (iiic) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiationsBusiness. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller Sellers hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), Property shall be conducted in the presence of Sellers or its their Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. Buyer agrees to indemnify and hold Sellers and their Affiliates and their respective Representatives harmless of 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 of 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. All information obtained pursuant to this Section 6.4 shall be subject to the terms and conditions of the Confidentiality Agreement.

Access. (a) Subject to applicable Law, from From the date hereof until of this Agreement to the Closing DateEffective Time, Sellers the Company shall, and shall cause each of its subsidiaries and each of their respective Representatives to use reasonable efforts to: (i) shall give Buyer provide to Parent and its Merger Sub and their respective Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so manner as not to interfere unreasonably with the operation of the business conducted by the Company or any of its subsidiaries, upon prior written notice to the Company, to the officers, employees, auditors, properties, offices and other facilities of the Company and its subsidiaries and to the books and records thereof; and (ii) furnish promptly to Parent and Merger Sub and their respective Representatives such information concerning the business, properties, contracts, assets and liabilities of the Company and its subsidiaries as Parent and Merger Sub or their respective Representatives may reasonably request; provided that the foregoing shall not require the Company or any of its subsidiaries or Representatives to furnish any such materials that are otherwise publicly available; provided, further, that the Company shall not be required to (or to cause any of its subsidiaries to) afford such access or furnish such information to the extent that the Company believes in good faith that doing so would: (A) result in a loss of attorney-client privilege or work-product protection; (B) violate any obligations of the Company or any of its subsidiaries with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its subsidiaries is a party; or (C) breach, contravene, or violate any applicable law (including the HSR Act or any other antitrust or competition law); provided, further, that the Company shall use commercially reasonable efforts to obtain any consents of third parties that are necessary to allow such information to be disclosed to Parent, Merger Sub and their respective Representatives and shall otherwise use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in a breach of clauses (A), (B) or (C), including pursuant to the use of “clean room” arrangements pursuant to which Representatives of Parent could be provided access to such information). Notwithstanding anything contained in this Agreement to the Acquired contrary, neither party shall be required to provide any access or make any disclosure to the other pursuant to this Section 5.02 to the extent such access or information is reasonably pertinent to a litigation where the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties. Parent and the Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive material to be provided to the other under this Section 5.02 as “Outside Counsel Only Material.” Such materials and information contained therein shall be given only to the outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Parent or the Company, as the case may be) or its legal counsel. Any access to the Company’s properties shall not unreasonably interfere with the operations thereon, shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform any “invasive” environmental testing. Notwithstanding the foregoing, any access to any Leased Real Property by Sellersshall be subject to the Company’s reasonable security measures and the insurance requirements of the applicable Lease and shall not include the right to perform any “invasive” testing or soil, air or groundwater sampling, including, without limitation, any environmental site assessment.

Access. Seller will (a) Subject to applicable Lawduring ordinary business hours and upon ------ reasonable notice from Buyer, from the date hereof until the Closing Date, Sellers (i) shall give permit Buyer and its Representatives reasonable authorized representatives to have access during normal business hours 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) furnish, as soon as reasonably practicable, to Buyer or its authorized representatives such financial and operating data and other information in Seller's possession with respect to the officesPurchased Assets as Buyer may from time to time reasonably request, properties(c) make available copies of all insurance policies covering the Purchased Assets and the Assumed Liabilities, officers(d) make available to the Buyer a copy of each material report, employeesschedule or other document (to the extent accessible to Seller without undue effort) filed or received by the Seller since November, accountants, auditors, counsel 1996 with respect to the Purchased Assets with any Governmental Authority having jurisdiction over the Purchased Assets and other representatives, books and records (e) otherwise reasonably cooperate in the examination or audit of the Company and its SubsidiariesBusiness by Buyer; provided, however, that Buyer's (i) any such inspection of Sellers' properties shall not, without be -------- -------- conducted in such a manner as to not interfere unreasonably with the consent operation of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwaterPurchased Assets, (ii) neither the Seller nor the Company shall furnish be required to Buyer and its Representatives such financialtake any action that would constitute a waiver of the attorney- client privilege, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct neither the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of Seller nor the Company need supply the Buyer with any information that the Seller is legally prohibited from supplying and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders (iv) with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyercustomer data, at Buyer's request, in any such negotiations. It is acknowledged employees may only review customer data information at the premises of the Business and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers representatives of Seller and Buyer shall not make copies of such information. Without Seller's prior written consent, Buyer shall not be entitled or its Representatives. All inspections permitted (i) to perform or cause to be performed any invasive actions or any drilling, or (ii) to initiate any inquiry or request (including any inquiry or request relating to any zoning variance, zoning change or conditional use permit) directed at any governmental official with respect to the Real Property; provided, however, that nothing in this clause shall be conducted so as not deemed to interfere unreasonably with prevent Buyer from inspecting or reviewing any or all records of any federal, state, or local governmental authority. Buyer shall immediately repair any and all damage resulting from the use acts or omissions of Buyer or Buyer's agents, employees, contractors, representatives or subcontractors relating to the whole or any part of the Acquired Real Property. Buyer shall indemnify, defend and hold Seller harmless from and against any and all claims and liens arising out of the respective activities of Buyer and its authorized representatives in and about the Real Property by Sellersprior to the Closing or earlier termination of this Agreement.

Access. (a) Subject During the pendency of this Agreement, Purchaser, personally or through its authorized agents, shall be entitled upon reasonable advance notice to the applicable Law, from Seller Party to enter upon the date hereof until the Closing Date, Sellers (i) shall give Buyer and its Representatives reasonable access 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 officesfollowing limitations: (a) such access shall not violate any law or, propertiesso long as the same has been delivered to Purchaser, officers, employees, accountants, auditors, counsel and other representatives, books and records any agreement to which Seller is a party; (b) a representative of the Company applicable Seller Party shall have the right to be present when Purchaser or its representatives conducts its or their investigations on the Real Property or communicates with any Tenants, (c) neither Purchaser nor its representatives shall interfere with any 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 applicable Seller 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: (i) 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 or its Subsidiariesagents; provided, however, that Buyer's inspection of Sellers' properties Purchaser shall notnot indemnify, without the consent hold harmless or defend Seller or any of the CompanySeller 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 consent shall not be unreasonably withheld or delayed, include arise out of the environmental sampling mere discovery of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably requestconditions that were present before Purchaser entered onto the Real Property, and (iiig) shall instruct the Company's and its Subsidiaries' employeeswithout Seller’s prior written consent, counsel and financial advisors to cooperate reasonably with Buyer which Seller may give or withhold in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In additionabsolute discretion, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent Purchaser shall not be unreasonably withheld conduct any Phase II investigations, soil borings or delayed, have other invasive tests on or around the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed LiabilitiesReal Property. The Company foregoing indemnification obligation shall have survive the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer Closing or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections termination of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellersthis Agreement.

Access. (a) Subject Buyer and the Buyer Parties will have the right to applicable Lawenter the Real Property, from the date hereof until at reasonable times and at their own risk and expense, through and including the Closing DateDate in order to confirm any existing or to conduct any further studies, Sellers (i) shall give Buyer inquiries, or investigations or to take inventories, survey areas, monitor conditions, prepare reports and its Representatives reasonable access during normal business hours otherwise prepare to take title to the officesProperty, properties, officers, employees, accountants, auditors, counsel subject to the terms and other representatives, books and records conditions of the Company and its Subsidiariesthis Section 4.4; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent ’s purchase of the Company, which consent Property shall not be unreasonably withheld or delayed, include conditioned on the environmental sampling results of any environmental media, including air, soil, surface water such confirmation or groundwater, (ii) shall furnish to additional studies. Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Property by any existing tenant, licensee or other occupant of the Real Property under any Existing Lease (“Existing Occupants,” which definition shall not include LUT) or any tenant, licensee, or other occupant of the Property under any Lease entered into after the Effective Date as authorized herein (“New Occupant” and together with the Existing Occupants, “Occupants”). Buyer shall not unreasonably interfere with Seller’s or its affiliates’ use of the Property. Buyer shall not conduct any invasive or intrusive testing, studies, or investigations, such as a phase two environmental assessment, without Seller’s prior written consent. Buyer shall provide Seller with reasonable prior written notice (or notice by Sellerselectronic mail) of its desire to enter the Real Property for such purpose, which notice shall include a description of the activities to be performed and the areas of the Real Property to be accessed during such entry, and Buyer shall coordinate all such entry in advance with Xxxxxx Xxxxx, a representative of CP Management I, LLC, Seller’s Property Manager (“Property Manager”), or any other representative that Seller may designate from time to time in writing to Buyer. Seller reserves the right to have Xxxxxx Xxxxx or any other representative of Seller or Property Manager present at all times during any such access, and Seller shall use commercially reasonable efforts to have such representative available on the next business day following Buyer’s request during normal business hours. Buyer acknowledges that its access to certain Occupant spaces within the Real Property may be prohibited or limited by that Occupant’s Lease, or may require Buyer to execute a non-disclosure or confidentiality agreement. Buyer agrees that it shall not have access to such spaces unless it complies with such limitations and executes any reasonable non-disclosure or confidentiality agreement as required by the Occupant. As a condition of such entry, Buyer agrees to (a) obtain, carry and provide evidence to Seller of not less than Two Million and No/100 Dollars ($2,000,000.00) worth of commercial general liability insurance with a contractual liability endorsement insuring Buyer’s indemnity obligations hereunder, (b) pay when due all costs of activities performed by Buyer or the Buyer Parties in connection with such activities, (c) restore promptly any physical damage caused by such activities, and (d) defend, indemnify and save Seller and the Seller Parties harmless from any and all liabilities, costs, damages, expenses (including, but not limited to, attorneys’ fees and other professional fees and disbursements), claims, suits, actions, and losses of every name, kind and description by any person or entity as a result of or on account of any actual or alleged injuries or damages to persons or property received or sustained, or any liens filed against the Property (collectively, “Claims”) incurred by or made or brought against Seller or any of the Seller Parties which Claims in any way arise out of, in connection with, or as a result of the acts or omissions of Buyer or the Buyer Parties in exercising Buyer’s rights under this Section 4.4; provided that Buyer shall have no liability for any preexisting condition on the Property that is discovered during Buyer’s inspections, except to the extent that Buyer or any Buyer Party exacerbates any such preexisting condition. Without limiting the generality of the foregoing, Buyer assumes all liability for actions brought by any of the Buyer Parties. The obligations set forth in this Section 4.4 shall survive the expiration or any termination whatsoever of this Agreement and shall survive Closing.

Access. (a) Subject to applicable Law, from For purposes of furthering the date hereof until the Closing Datetransactions contemplated hereby, Sellers (i) shall give afford Buyer and its Representatives reasonable access during normal business hours upon reasonable advance notice to Sellers, throughout the officesperiod from the Agreement Date until the earlier of the termination of this Agreement and the Closing, to Sellers’ and any Acquired Subsidiary’s personnel, properties, officerscontracts, employeescommitments, accountantsBooks and Records and such other information concerning the business, auditors, counsel properties and other representatives, books and records personnel of the Company and its SubsidiariesAcquired Business as Buyer may reasonably request; provided, however, provided that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent Sellers shall not be unreasonably withheld obligated to provide or delayedgive access to any minutes of meetings or resolutions of a Seller’s or any Acquired Subsidiary’s board of directors (or similar governing body) or any committees thereof or any other business records or reports of or communication with any of its advisors relating to the evaluation or negotiation of this Agreement or the transactions contemplated hereby or any alternatives thereto. Notwithstanding anything to the contrary contained in this Section 5.2(a), include any document, correspondence or information or other access provided pursuant to this Section 5.2(a) may be redacted or otherwise limited to prevent disclosure of information concerning any aspect of the environmental sampling Pharma Business, the valuation of any environmental media, including air, soil, surface water Sellers and/or the Acquired Business and the purchase of the Purchased Assets or groundwater, (iiother similarly confidential or competitively sensitive information. All access pursuant to this Section 5.2(a) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and be (iiii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate conducted in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so manner as not to interfere unreasonably with the use normal operations of Sellers and the Acquired Real Property by Subsidiaries and (ii) coordinated exclusively through the designated Representatives of Sellers. For the avoidance of doubt, Buyer shall not contact any customers, suppliers, employees, contractors or landlords of Sellers or any of its Subsidiaries, including the Acquired Subsidiaries, without Sellers’ prior written consent, which shall not be unreasonably withheld.

Access. (a) Subject to applicable Law, from From and after the date hereof until and up to delivery of the Closing DateRecords to Buyer as provided in Section 8.4 (or earlier termination of this Agreement) but subject to the other provisions of this Section 9.1 and obtaining any required consents of Third Parties, Sellers including Third Party operators of the Assets (i) with respect to which consents Seller shall give use commercially reasonable efforts to obtain), Seller shall afford to Buyer and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, agents, accountants, auditorsattorneys, counsel consultants and other representativesauthorized representatives (“Buyer’s Representatives”) reasonable access, books during normal business hours, to the Assets and records of all Records and other documents in Seller’s or its Affiliates’ possession relating primarily to the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties Assets. Seller shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish also make available to Buyer and its Representatives such financialBuyer’s Representatives, operating upon reasonable notice during normal business hours, Seller’s and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders ’s Affiliates’ personnel knowledgeable with respect to any Acquired the Assets so that Buyer may make such reasonable diligence investigation as Buyer considers reasonably necessary or Assumed Liabilitiesappropriate. The Company shall have the right to participate in such negotiations All investigations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation due diligence conducted by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), Buyer’s Representative shall be conducted in the presence of Sellers at Buyer’s sole cost, risk and expense and any conclusions made from any examination done by Buyer or its Representatives. All inspections any Buyer’s Representative shall result from Buyer’s own independent review and judgment and shall be conducted so as not to interfere unreasonably with the use operation of the Acquired Real Property business of Seller and shall not require Seller to waive any attorney-client privilege nor to violate any contractual obligation. In addition, Seller shall provide Buyer with access to any records and to Seller’s Representatives to the extent reasonably requested and necessary to respond to any tax audit or inquiry suggesting that Buyer is liable as successor, transferee or member of a group having joint and several liability for any Taxes payable by SellersBuyer but allocated to Seller or its Affiliates under Section 14.1; provided, however, Seller shall not be required to take any action pursuant to this Section 9.1 which would result in a waiver of attorney-client privilege.

Access. (a) Subject to applicable Lawthe provisions of Section 3(c), from Purchaser or its agents, employees, consultants, inspectors, appraisers, engineers and contractors (collectively, “Purchaser’s Representatives”) shall have the date hereof until right, prior to the Closing Date, Sellers from time to time, upon at least two (i2) shall give Buyer business days’ prior written notice to Seller, to enter upon and its Representatives reasonable access pass through the Unit during normal business hours to examine and inspect the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records same. If Purchaser or Purchaser’s Representatives desire to conduct borings of the Company and its Subsidiaries; providedUnit or drilling in or on the Unit, howeveror any other invasive testing, that Buyer's in connection with the preparation of an environmental audit or in connection with any other inspection of Sellers' properties the Unit, Purchaser shall notgive notice thereof to Seller, without which notice shall describe the scope and purpose of such inspection or testing, and Purchaser shall obtain the prior written consent of the CompanySeller thereto, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Notwithstanding any such inspection, include or anything to the environmental sampling contrary herein contained, Purchaser’s obligations hereunder shall not be limited or otherwise affected as a result of any environmental mediafact, including aircircumstance or other matter of any kind relating to the physical condition of the Unit discovered following the date hereof in connection with any such inspection, soilaccess or otherwise; it being agreed that Seller is permitting Purchaser such right of inspection and access as a courtesy to Purchaser in its preparation for taking title to the Property. Without limiting the generality of the foregoing, surface water (i) Purchaser agrees that it shall not have any so-called “due diligence period” and that it shall have no right to terminate this Agreement or groundwaterobtain a reduction of the Purchase Price as a result of any such fact, circumstance or other matter so discovered relating to the physical condition of the Unit, and (ii) Purchaser shall furnish have no right to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation terminate this Agreement or obtain a return of the business of the Company and its Subsidiaries. All such information shall be Deposit except as expressly provided subject to the provisions of the Confidentiality in this Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers.

Access. (a) Subject to applicable Law, from From the date hereof until of this Agreement through the Closing Date, the Sellers (i) and Company shall give Buyer allow Purchaser’s representatives, attorneys and its Representatives accountants reasonable access during normal business hours upon reasonable notice to the officesrecords and files, properties, officers, employees, accountants, auditors, counsel audits and other representatives, books and records properties of the Company Representors as well as all information relating to taxes, commitments, contracts, titles and financial condition of, or otherwise pertaining to, the business and affairs of the Company Representors. From the date hereof, the Sellers and Company will use commercially reasonable efforts to cause accountants of Company Representors to cooperate with Purchaser and its Subsidiaries; accountants in making available all financial information concerning the Company Representors as is requested, and Purchaser and its accountants shall have the right to examine all working papers pertaining to examinations of the Company Representors, or preparation of its reports, by its accountants, provided, however, that Buyer's inspection in no event shall Purchaser have access to any information that (i) based on advice of Sellers' properties shall not’ counsel, without the consent of the Company, which consent shall not be unreasonably withheld would create any potential Liability under applicable Laws or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct in the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation reasonable judgment of the business Seller, would (A) result in the disclosure of the any trade secrets of third parties or (B) violate any obligation of Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld Representors or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders Seller Representors with respect to any Acquired Assets confidentiality; provided, further, that in connection with (ii) above, if such information in question is set forth in a Material Contract, the Company Representor shall provide Purchaser with a summary of the material terms of such Material Contract, together with such additional information reasonably requested by Parent to satisfy its due diligence investigations, but in recognition of the confidential nature of such agreement. All requests for information made pursuant to this Section 8.2 shall be directed to Xueshi Yang or Assumed Liabilitiessuch Person or Persons as may be designated by the Sellers’ Representative. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other All information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to this Section 7.4(b)(ii) or Section 7.4(b)(iii), 8.2 shall be conducted in governed by Section 15.17 and the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersNon-Disclosure Agreement.

Access. (a) Subject to applicable Law, During the period from the date hereof of this Agreement until the Closing Dateearlier of the valid termination of this Agreement pursuant to Article VIII and the Closing, Sellers (i) Seller shall give 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 officespersonnel, properties, officers, employees, accountants, auditors, counsel and other representativesfinancial information, books and records of the Company and its Subsidiaries; providedthe Company’s Subsidiaries and Seller (to the extent related to the Business), however, except that Buyer's inspection of Sellers' properties shall not, without Seller and the consent Company may restrict or otherwise prohibit such access to the extent that (a) any applicable Law requires Seller or the Company or any of the Company’s Subsidiaries to restrict or otherwise prohibit such access or (b) such access would give rise to a material risk of waiving any attorney-client privilege or work product doctrine; provided that, which consent in the case that Seller or the Company would restrict access under any of clauses (a) or (b), Seller shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish give notice to Buyer of the fact that Seller or the Company is withholding such access and its Representatives such financial, operating thereafter Seller and property related data and other information as such persons the Company shall reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer to allow the disclosure of such information (or as much of it as possible) in its 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 access contemplated by this Section 5.5 will be conducted in a manner that does not unreasonably interfere with the conduct of the business businesses of Seller, the Company and its the Company’s Subsidiaries. All such information shall Any access to the properties of Seller, the Company and the Company’s Subsidiaries will be provided subject to Seller’s, the provisions 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 the Confidentiality AgreementAgreement will apply to any information obtained by Buyer or any of its Representatives or any third party in connection with any investigation conducted pursuant to the access contemplated by this Section 5.5. In addition, notwithstanding any provision of Notwithstanding anything in the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent Confidentiality Agreement will automatically terminate and be of no further force or effect upon the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersClosing.

Access. (a) Subject to applicable LawSection 6.6, from the date hereof until the Closing Date, Sellers (i) shall give Buyer and its Representatives reasonable access during normal business hours for purposes reasonably related to the officestransactions contemplated by this Agreement, propertiesprior to the last Closing, officersSeller shall afford Buyers, employeestheir financing sources, and their counsel, accountants, auditors, counsel consultants and other representativesrepresentatives such access during reasonable times and at Buyers’ expense to the Stores and Seller Real Property and any landlords therefor, books and records shall promptly (and in any event within five business days after a request therefor) provide such financial and other information regarding the Stores (including property management system asset listings or reports), in each case as Buyers shall from time to time reasonably request and to the extent Seller or an affiliate thereof has such information under its control or possession and reasonably available (without the incurrence of the Company and its Subsidiariessignificant cost or expense to third parties); provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of (i) any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), Stores shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so such a manner as not to interfere unreasonably with the use operation of the Acquired Business and shall be subject to, and conducted in accordance with, the terms of the applicable Lease, (ii) Seller shall not be required to provide Buyers with any such access to the extent provision of such access would reasonably be expected to result in a breach or violation of, or default under, any Law or Contract and (iii) Buyers shall indemnify, defend and hold harmless the Seller Indemnitees from and against any and all Losses or Liabilities incurred by any Seller Indemnitees, relating to, arising out of or resulting from any such access and which was caused by Buyers or their representatives as a result of such access; provided, however, if any claim relating thereto is asserted against Seller, Seller shall promptly give written notice thereof to Buyers; provided, further, that Buyers shall not be required to indemnify Seller if and to the extent that any such damage was caused by any Seller Indemnitee and in no event shall Buyers be liable for any damages, including any perceived loss of economic value in any Leased Real Property or Purchased Asset, as a result of any Buyer’s discovery of any pre-existing conditions affecting any Leased Real Property or Purchased Asset or any facts, circumstances or omissions which constitute a breach of this Agreement or for which Seller is obligated to indemnify any Buyer Indemnitee. Seller shall have the right to have a representative present at all times during any such access to the Stores. Such investigation by SellersBuyers may include inspections of the roof, buildings, fixtures, improvements, building systems, and environmental conditions on the Seller Real Property and in the Stores. Notwithstanding the foregoing, without Seller’s prior written consent, Buyers shall not conduct any Phase II Environmental Survey or any other invasive testing on any of the Stores prior to the applicable Closing Date. At least three days prior to the applicable Transition Date Closing, Seller will allow Buyers access (a) to the Stores, at a time acceptable to Seller and with a representative of Seller present, to install necessary cables, controllers, servers and related equipment to allow the applicable Buyer to connect that Store to its network after the applicable Closing and (b) to one Store, to be mutually designated by Seller and Buyers, to connect that Store, and one lane in that Store, to the applicable Buyer’s network to allow testing and trouble-shooting. Buyers shall use reasonable best efforts to avoid any damage to the Stores and the Seller Real Property and, in the event of any physical damage to the Stores or the Seller Real Property caused by Buyers, their financing sources, or their counsel, accountants, consultants and or other representatives by virtue of Buyers’ or such other parties’ on-site investigations, Buyers agree to promptly repair any physical damage to such Stores or Seller Real Property caused by any acts of Buyers or such other parties and to restore such Stores or Seller Real Property to substantially the same condition it was in immediately prior to such inspections, including, but not limited to, the immediate removal of any objects placed on the Stores and/or the Seller Real Property in connection with such inspections.

Access. (a) Subject Graco and Graco US Finishing Brands shall in good faith work with the Hold Separate Trustee to applicable Law, from the date hereof until the Closing Date, Sellers provide Purchaser Parent and its representatives: (i) shall give Buyer and its Representatives reasonable access during normal business hours to the offices, properties, officers, Asset Selling Subsidiaries’ and the Acquired Subsidiaries’ respective employees, accountants, auditorslenders, counsel 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 all such Contracts, Books and Records, and other documents and information relating to the Liquid 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, books and records with Purchaser Parent’s investigation of the Company properties, assets, and financial condition of the Liquid Finishing Business. Purchaser Parent and US Purchaser acknowledge and agree that Graco’s and its SubsidiariesAffiliates’ ability to provide Purchaser Parent and its representatives with information about the Liquid Finishing Business is in all respects subject to the limitations 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 to the contrary, in no event shall Purchaser Parent or US Purchaser or any of their respective Affiliates or their respective representatives be entitled 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, on or before the Closing Date without the written consent of Graco; provided, however, that Buyer's inspection of Sellers' properties Graco shall not, without the consent obtain from Graco’s environmental consultants a reliance letter to allow Purchaser Parent and US Purchaser to rely upon any and all Phase I Environmental Site Assessments prepared by such environmental consultants in respect of the CompanyOwned Real Property and the Leased Real Property located in the United States, which consent shall not it being acknowledged and agreed that, if any such Phase I Environmental Site Assessments must be unreasonably withheld or delayedupdated in order to allow Purchaser Parent and US Purchaser to rely on same, include Graco shall, upon the environmental sampling request of any environmental mediaPurchaser Parent, including air, soil, surface water or groundwater, (ii) shall furnish cause such Phase I Environmental Site Assessments to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shallupdated, with the prior consent of the Company, which consent shall not costs and expenses associated with such updates to be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation borne by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersPurchaser Parent.

Access. (a) Subject to applicable Law, from From the date hereof until to the Closing Date, Sellers (i) shall, and shall give cause Sellers' Representatives to, provide Buyer and its Buyer's Representatives reasonable access to Sellers' Representatives related to the Business, and the properties, offices and other facilities of the Business during normal business hours and in a manner not unreasonably disruptive to the offices, properties, officers, employees, accountants, auditors, counsel operation of the Business and other representatives, to all books and records of the Company Business (including, without limitation, Sellers' reasonable efforts to provide reasonable access to the outside auditors of the Business and its Subsidiaries; providedtheir work papers), howeverand shall furnish to Buyer all financial and operating data and other information regarding the Business and the Acquired Assets that Buyer may from time to time reasonably request, that to the extent such information is in the possession of Sellers. All information provided by Sellers to Buyer or Buyer's inspection Representatives or obtained by Buyer or Buyer's Representatives relating to the Business in the course of Sellers' properties Buyer's review, including without limitation, the Environmental Site Assessments, shall notbe treated as confidential information by Buyer and Buyer shall instruct all of its Representatives as to the confidentiality of all such information. Buyer shall be liable for all damage or injury to any person or property resulting from, without or arising out of (i) the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling disclosure of any environmental mediasuch confidential information, including air, soil, surface water except as required by the Court or groundwaterapplicable Law, (ii) shall furnish to any testing conducted by Buyer and its Representatives such financialor Buyer's Representatives, operating and property related data and other information as such persons reasonably request, and or (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation from such visits or inspection of the business Business, whether occasioned by the acts of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received any of its Representatives, and Buyer shall indemnify and hold harmless Sellers and their Representatives from any and all Liabilities resulting therefrom. This indemnification by Buyer shall operate survive the Closing or the termination of this Agreement, as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellersapplicable.

Access. (a) Subject to applicable Law, During the period from the date hereof and continuing until the earlier of the termination of this Agreement or the Closing Date, Sellers the Acquired Companies will permit (ior, with respect to non-controlled Acquired Subsidiaries, the Company will use commercially reasonable efforts to cause such Acquired Subsidiaries to permit) shall give representatives of Buyer (including legal counsel and its Representatives 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 officespremises, propertiespersonnel, officersbooks, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling (including Tax Returns (but excluding income Tax Returns of any environmental mediafederal 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)), including airMaterial Contracts, soil, surface water and documents of or groundwater, (ii) shall furnish pertaining to the Acquired Companies. Buyer and its Affiliates and Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject permitted to the provisions perform environmental sampling, including sampling of the Confidentiality Agreement. In additionsoil, notwithstanding any provision of the Confidentiality Agreement to the contrarygroundwater, Buyer shallsurface water, building materials, or air or wastewater emissions, with the prior written consent of the Company, Sellers’ Representative (which consent shall may not be unreasonably withheld withheld, delayed or delayedconditioned). Neither Buyer, have the right to SPAC nor any of their respective Representatives will contact and negotiate directly with Seller's joint venturers and other partnersany employee, parties to the Assumed Contracts and lenders with respect to customer, supplier or landlord of any Acquired Assets or Assumed Liabilities. The Company without the prior written consent of such Acquired Company, and such Acquired Company shall have the right to have a Representative participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiationsdiscussion. It is acknowledged Notwithstanding anything to the contrary in this Section 6.4(a), the Acquired Companies and understood Sellers will not be required to provide information that no investigation by (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 other information received by Buyer are being withheld, thereafter shall operate as use its reasonable best efforts to obtain a waiver or otherwise affect any representationof such obligation from the third parties, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Propertyand, including any inspection or study pursuant until such waiver is obtained provide such documents and information to Section 7.4(b)(iithe fullest extent permissible without violating such obligations, (iii) or Section 7.4(b)(iii), shall be conducted in relates to the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use sale process of the Acquired Real Property Companies, bids received from other Persons in connection with the transactions contemplated by Sellersthis 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.

Access. (a) Subject to applicable Law, from the date hereof Upon execution of this Agreement until the Closing Date, Sellers (i) shall give Buyer subject to the limitations expressly set forth in this Agreement, Seller and its Representatives Affiliates shall provide Purchaser and its representatives reasonable access during to the Assets operated by Seller and access to and the right to copy, at Purchaser’s sole expense, the Records in Seller’s possession 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 and its Affiliates’ normal business hours to hours, and Purchaser’s investigation shall be conducted in a manner that minimizes interference with the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records operation of the Company business of Seller and its Subsidiariesany applicable third Person operator. 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 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 obtain permission for Purchaser to gain access to Third Party operated Properties to inspect the condition of the same; provided, however, that Buyer's inspection Seller shall have no liability to Purchaser (or otherwise be in breach of Sellers' properties shall notthis agreement) for failure to obtain such operator’s permission; provided, without the further, that if Seller or its Affiliates fails to grant its consent of the Company, (which consent can be withheld in Seller’s sole discretion for any reason or no reason) to such access, then Purchaser shall have the right (in its sole discretion) to elect in writing to exclude the affected Asset(s) from the transactions contemplated by this Agreement and, in such event, (1) the Base Purchase Price shall be reduced by the Allocated Value, if any, of such affected Asset(s), (2) such affected Asset(s) shall be deemed to be excluded from the definition of “Assets” and from the applicable exhibits attached hereto, (3) Purchaser shall have no obligations or liabilities of any kind with respect to such excluded affected Assets and (4) such affected Assets(s) shall thereafter be deemed to constitute Excluded Assets for all purposes of this Agreement; provided, for the avoidance of doubt, Purchaser shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired exclude Assets that are operated by a Third Party. Seller or Assumed Liabilities. The Company its designee shall have the right to participate in such negotiations accompany Purchaser and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-its representatives whenever they are on site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in on the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersAssets.

Access. (a) Subject to applicable LawUpon reasonable advance written notice, from the date hereof until Company and each of the Closing DateAcquired Companies shall afford Parent’s representatives reasonable access, Sellers (i) shall give Buyer and its Representatives reasonable access during normal business hours throughout the period prior to the officesEffective Time, properties, officers, employees, accountants, auditors, counsel and other representatives, to the Company’s books and records of 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 its Subsidiariesthe Acquired Companies’ business as Parent may reasonably request; provided, however, that Buyer's the Company shall not be required to permit any inspection or other access, or to disclose any information, that in the reasonable judgment of Sellers' properties shall notthe Company could reasonably be expected to: (a) result in the disclosure of any Trade Secrets of third parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law; or (e) materially interfere with the 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 consent prior written approval of the Company, which consent approval shall not be unreasonably withheld withheld, conditioned or delayed. While on the Company Properties, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably requestParent will comply, and (iii) will cause any of its representatives to comply, in all material respects with all applicable governmental laws and regulations. Parent shall instruct repair any damage to the Company's 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' employeessubsidiaries, counsel members, managers, partners, trustees, shareholders, directors, officers, employees and financial advisors to cooperate reasonably with Buyer in its investigation of the business agents of the Company and its Subsidiariesmembers (collectively, “Company Parties”) harmless of and from any and all claims, damages, losses, costs, expenses and liabilities (collectively, “Claims”) which Company or Company Parties may suffer, or to which they may be subject, by reason of, or in any manner directly as a result of, the inspections of Parent and its representatives at the Company Properties except (i) to the extent such claim or damage was caused by the gross negligence or willful misconduct of the Company or any Company Party, and/or (ii) for any existing conditions merely discovered by Parent or its representatives, unless exacerbated by Parent’s negligence or willful misconduct (in which case Parent shall be responsible solely to the extent of such exacerbation). Notwithstanding anything to the contrary in this Agreement, 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 subrogation. Parent agrees to maintain such coverages until the Closing Date. No investigation pursuant to this Section 6.4 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 6.4 must be directed to the General Counsel of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, the Parent Parties shall not, and shall cause 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 (such information consent not to be unreasonably withheld, conditioned or delayed), and the Parent Parties acknowledge and agree that any such contact shall be provided subject arranged by and with a representative of the Company participating. All information obtained by Parent and its representatives pursuant to this Section 6.4 shall be treated as “Evaluation Material” of the provisions Company for purposes of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers.

Access. (a) Subject to applicable Law, from the date hereof Upon execution of this Agreement until the earlier to occur of the Closing Dateor the termination of this Agreement, Sellers Seller shall give Purchaser, its Affiliates, and each of their respective officers, agents, accountants, attorneys, investment bankers, environmental consultants and other authorized representatives (“Purchaser’s Representatives”) reasonable access to the Records in Seller’s or any of its Affiliates’ possession and (to the extent any required consents, if any, of applicable Third Party operators have been received, after Seller uses its commercially reasonable efforts to obtain the same; provided that Seller shall not be obligated to expend any monies to obtain such consents) to the Assets, in each case during Seller’s normal business hours, for the purpose of conducting a due diligence review of the Assets, in each case to the extent that Seller may provide such access without (i) shall give Buyer and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld violating applicable Laws or delayed, include the environmental sampling of breaching any environmental media, including air, soil, surface water or groundwaterContracts, (ii) waiving any legal privilege of Seller, any of its Affiliates, or its counselors, attorneys, accountants, or consultants, or (iii) violating any obligations to any Third Party. Such access shall furnish be granted to Buyer Purchaser and its the Purchaser’s Representatives such financial(A) in the offices of Seller located in Houston, operating and property related data and other information Texas, (B) on the premises of the Assets (subject to the receipt of any applicable consent of a Third Party operator as such persons reasonably requestdescribed above), and (iiiC) in the case of Records, in a virtual data room or by means of an exchange of such Records via e-mail. To the extent that any Third Parties operate the Assets, Seller’s obligations to provide Purchaser with access to those Assets operated by Third Parties shall instruct be limited to requesting that the Company's and its Subsidiaries' employees, counsel and financial advisors applicable Third Party operator provide Purchaser’s Representatives with access to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiariessuch Assets. All such information shall be provided subject to the provisions investigations and due diligence conducted by Purchaser or any of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders Purchaser’s Representatives with respect to the Assets prior to Closing shall be conducted at Purchaser’s sole cost, risk, and expense and any Acquired Assets conclusions made from any examination done by Purchaser or Assumed Liabilitiesany of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. The Company Seller or its designee shall have the right to participate in such negotiations accompany Purchaser and agrees Purchaser’s Representatives whenever they are on site on the Assets prior to cooperate with BuyerClosing and are permitted to collect split test samples if any are collected prior to the Defect Deadline. Prior to Closing, at Buyer's request, in any such negotiations. It is acknowledged Purchaser’s investigation and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), review shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably a manner that minimizes interference with the use ownership or operation of the Acquired Real Property Assets or the business of Seller or co-owners thereof. If the Closing does not occur, Purchaser (x) shall promptly return to Seller or destroy all copies of the Records, reports, summaries, evaluations, due diligence memos, and derivative materials related thereto in the possession or control of Purchaser or any of Purchaser’s Representatives and (y) shall keep and shall cause each of Purchaser’s Representatives to keep, any and all information obtained by Sellersor on behalf of Purchaser confidential, except, in each case, as otherwise required by Law.

Access. (a) Subject to applicable Lawthe cooperation of the Trustee and the Heritage Subsidiaries, from the date hereof until the Closing Date, Sellers (i) shall give cause to be afforded to representatives of Buyer and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representativesassets, books and records records, contracts and reports of the Company and its SubsidiariesStations, as Buyer shall from time to time reasonably request; provided, however, that Buyer's inspection (a) such investigation shall only be upon reasonable notice and shall not unreasonably disrupt the personnel or operations of Sellers' properties any Seller Party or the Stations, and (b) under no circumstances shall notany Seller Party be required to provide access to Buyer or any representative of Buyer (i) any information or materials subject to confidentiality agreements with third parties required to be kept confidential by applicable Laws, or (ii) any privileged attorney-client communications or attorney work product. All requests for access to the offices, properties, assets, books and records, contracts and reports of the Stations shall be made to such representatives as Sellers shall designate in writing, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. Buyer acknowledges and agrees that neither Buyer nor its representatives shall contact any of the employees, customers, suppliers, partners, or other associates or Affiliates of any Seller Party or the Stations, in connection with the transactions contemplated hereby, whether in person or by telephone, mail or other means of communication, without the specific prior written authorization of such representatives of Sellers. Subject to and in accordance with the terms of this Section 6.2.7, each Seller shall, and shall use its commercially reasonable efforts to enforce such rights under the Heritage Agreement to cause each other Seller Party to, cooperate in all reasonable respects with Buyer's request to conduct an audit of any financial information of the Stations as Buyer may reasonably determine is necessary to satisfy any public company reporting requirements pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 including, without limitation, (a) using commercially reasonable efforts to obtain the consent of the Companyauditors to permit Buyer, which consent shall not be unreasonably withheld or delayed, include the environmental sampling any Affiliate of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives their respective auditors to have access to such financial, operating and property related data and other information as such persons reasonably requestauditors' work papers, and (iiib) consenting to such access by Buyer. Under no circumstance shall instruct the Company's and its Subsidiaries' employeespreparation of any financial statements pursuant to such audit: (a) require any Seller Party to change or modify any accounting policy, counsel and financial advisors to cooperate reasonably with Buyer (b) cause any unreasonable disruption in its investigation of the business or operations of the Company and its Subsidiariesany Station, or (c) cause any delay that is more than de minimis in any internal reporting requirements of any Seller Party. All costs and expenses incurred in connection with the preparation of (and assimilation of relevant information for) any such information financial statements shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with paid by Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers.

Access. Landlord shall have the right, at all reasonable times upon reasonable advance notice to Tenant (aand without notice in cases of emergency), to enter into the Premises to inspect, maintain, repair and/or make replacements as required under this Lease, to show the Premises to prospective purchasers of the Shopping Center, and during the last ninety (90) Subject days of the Term hereof (as same may be extended), to applicable Lawshow the Premises to prospective tenants. Landlord agrees to use its best efforts not to disturb or inconvenience Tenant in the conduct of Tenant's business therein. Except as otherwise expressly provided in this Lease, Landlord shall refrain from entering the Premises or conducting any work therein without the prior written consent of Tenant. In the event that Landlord or any of its agents, employees, contractors or designees enters into the Premises under non-emergency situations in order to perform alterations, improvements and/or repairs thereto or to any other portion of the Shopping Center, and as a result thereof, Tenant cannot, in the exercise of its reasonable business judgement, operate its business, rent and all other charges payable to Landlord hereunder shall xxxxx in proportion to the degree of interference from the date hereof of such closure until such time as the Closing Datecondition giving rise to said closure has been corrected, Sellers (i) at which time Tenant shall give Buyer resume the payments required hereunder. Landlord's right to install additional pipes, ducts, conduits, wires and its Representatives appurtenant fixtures, if in the reception and/or employee area of the Premises, shall be restricted to those areas above Tenant's finished ceiling or below the slab floor, and Landlord shall use all reasonable efforts to install such items adjacent to walls, if feasible, in other areas of the Premises. All such installations by Landlord shall be undertaken in such a manner so as to interfere as little as may be reasonably possible with Tenant's activities in the Premises. Access panels and grease and cleaning traps which do not exclusively serve the Premises shall be either located outside of the Premises or in a non-reception and/or employee portion of the Premises such that access during normal business hours to or through same shall not interfere with Tenant's use, enjoyment and occupancy of the Premises. Landlord shall be liable for any damage to the offices, properties, officersPremises of Tenant's property and shall indemnify and hold Tenant harmless for any liability incurred by Tenant as a result of any of the foregoing activities by Landlord or any of its agents, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld contractors or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellersdesignees.

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

Access. (a) Subject to applicable LawUntil the expiration of the Due Diligence Period, from the date hereof until the Closing DateSeller Group shall afford Lender’s or Lenders’ agents or representatives reasonable access, Sellers (i) shall give Buyer and its Representatives reasonable access during normal business hours hours, to the officesReal Property and improvements for purposes of any non-intrusive physical, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records structural or environmental inspection of the Company 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 its Subsidiaries; providedSeller Group agrees to use reasonable, however, that Buyer's inspection of Sellers' properties shall not, without good faith efforts to assist Purchaser in obtaining additional reasonable due diligence information from the consent other owners of the CompanyLand and Improvements, which consent shall not be unreasonably withheld at no cost to Seller Group. Purchaser agrees that, to cover any physical or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation inspections of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersLenders, Purchaser or Purchaser’s agents will carry not less than $2,000,000 comprehensive general liability insurance; will not interfere with the activity of any persons occupying or providing service at the 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. Xxxx X. Xxxxxxx is the “point person” of Seller Group whom Purchaser and its Lenders shall coordinate all visits and requests access and documentation.

Access. (a) Subject to applicable Law, from At all times during the date hereof period commencing with the execution and delivery of this Agreement and continuing until the Closing Dateearlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, Sellers (i) shall give Buyer the Company shall, solely for purposes of furthering the Merger or integration planning related thereto subject to the restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford Parent and its Representatives reasonable access access, consistent with applicable Law, during normal business hours hours, upon reasonable advance request, to the offices, properties, officersbooks, employeesrecords, accountants, auditors, counsel Contracts and other representatives, books and records personnel of the Company and its SubsidiariesSubsidiaries and instruct its and their Representatives and personnel to reasonably cooperate with Parent, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information or providing access to such documents or information would violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate the rights pursuant to, such Contract; provided(ii) access to such documents or information would give rise to the waiver of any attorney-client privilege, however, that Buyer's inspection work product doctrine or other privilege applicable to such documents or information; (iii) access would result in the disclosure of Sellers' properties shall not, without the consent any trade secrets (including source code) of the Company, which consent any of its Subsidiaries or any third Persons; or (iv) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided, that the foregoing clause shall not be unreasonably withheld or delayed, include the environmental sampling of restrict any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish Person’s rights to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably requestseek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided, that the Company shall give written notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (iiii) through (iv) and thereafter the Company shall instruct use its reasonable best efforts to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (i) through (iv). Nothing in this Section 6.7 shall be construed to require the Company's and , any of its Subsidiaries' employeesSubsidiaries or any of their respective Representatives to prepare any reports, counsel and financial advisors analyses, appraisals, opinions or other information. Any investigation conducted pursuant to cooperate reasonably the access contemplated by this Section 6.7 shall be conducted in a manner that does not (i) unreasonably interfere with Buyer in its investigation the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. All such information shall Any access to the properties of the Company and its Subsidiaries will be provided subject to the provisions Company’s reasonable security measures and insurance requirements and will not include the right to operate any equipment or perform invasive or subsurface testing or any sampling, monitoring or analysis of the Confidentiality Agreementsoil, groundwater, building materials, indoor air, or other environmental media. In addition, notwithstanding any provision of the Confidentiality Agreement Notwithstanding anything herein to the contrary, Buyer shallParent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee or other service provider of the Company or any of its Subsidiaries not involved in the negotiation or consummation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior consent written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company, which consent shall not . All requests for access pursuant to this Section 6.7 must be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties directed to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Chief Legal Officer of the Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received Person designated by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersCompany.

Access. (a) Subject Parent will, and will cause its Affiliates to, permit Purchaser and its Representatives to applicable Lawhave reasonable access, from the date hereof until prior to the Closing Date, Sellers (i) shall give Buyer and its Representatives reasonable access during normal business hours to the officespersonnel, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of records, Contracts and Permits to the Company extent relating to the Business during normal working hours and its Subsidiariesupon reasonable advance notice; provided, however, that Buyer's inspection of Sellers' properties shall not, without Purchaser will not disrupt the consent normal operations of the CompanyBusiness or other operations or activities of the Sellers or their Affiliates; provided, which consent shall not further, that (a) nothing herein will require any employee of a Seller or any of its Affiliates to provide any information regarding the Business in any other format or otherwise to manipulate or reconfigure any data regarding the Business; (b) nothing herein will require the Sellers or their Affiliates to provide Purchaser with access to or copies of (i) any information that must be unreasonably withheld maintained as confidential by applicable Law or delayed, include in accordance with the environmental sampling terms of any environmental media, including air, soil, surface water a written agreement with a third party or groundwater, (ii) shall furnish sensitive customer or employee information, manufacturing processes, pricing lists or other information that relates to Buyer the Business and the provision of which, in Parent’s reasonable business judgment, could reasonably be expected to violate applicable Law (provided, in each case of clauses (i) and (ii), that Parent and its Affiliates will use commercially reasonable efforts to provide such information in a manner that does not violate such Law or is in accordance with such agreement); (c) nothing herein will require any of the Sellers or their Affiliates to provide Purchaser with access to or copies of any information that relates to any businesses or operations of the Sellers or their Affiliates other than the Business; and (d) nothing contained herein will permit Purchaser to conduct any soil, sediment, groundwater or other intrusive sampling. Parent will, and will cause its Affiliates to, permit Purchaser and its Representatives such financialto have reasonable access, operating after the Closing Date, to all books and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject records to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement extent relating to the contraryBusiness, Buyer shallbut not included in the Acquired Assets as described in Section 1.2(h), during normal working hours and upon reasonable advance notice, excluding Tax Returns and related notes, worksheets, files and documents related thereto (except as otherwise set forth in Section 10.6); provided, that (x) nothing herein will require any employee of a Parent or any of its Affiliates to provide any information in any other format or otherwise to manipulate or reconfigure any data; (y) nothing herein will require Parent or its Affiliates to provide Purchaser or its Representatives with access to or copies of (1) any information that must be maintained as confidential by applicable Law or in accordance with the prior consent terms of the Companya written agreement with a third party or (2) sensitive customer or employee information, which consent shall not be unreasonably withheld or delayedmanufacturing processes, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer pricing lists or other information received by Buyer shall operate as the provision of which, in Parent’s reasonable business judgment, could reasonably be expected to violate applicable Law (provided, in each case of clauses (1) and (2), that Parent and its Affiliates will use commercially reasonable efforts to provide such information in a waiver manner that does not violate such Law or otherwise affect is in accordance with such agreement); and (z) nothing herein will require Parent or any representation, warranty of its Affiliates to provide Purchaser with access to or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections copies of any Acquired Real Propertyinformation that relates to any businesses or operations of Parent or its Affiliates other than the Business. All requests for access will be made to such Representatives of Parent as Parent will designate, including who will be solely responsible for coordinating all such requests and access thereunder. Notwithstanding the foregoing, prior to the Closing, Purchaser and Purchaser’s Representatives shall not contact or in any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii)other manner communicate with the customers and suppliers of the Business in connection with the transactions contemplated hereby, shall be conducted in the presence of Sellers except following prior consultation with and written approval from Parent or its Representatives. All inspections shall Notwithstanding the foregoing or any other provision in this Agreement (including Section 10.6), none of Purchaser, any Affiliate of Purchaser or any Representative of Purchaser will be conducted so as not entitled to interfere unreasonably with the use review or have access to any Tax Return of a Seller or any Affiliate of a Seller (including Tax Returns of the Acquired Real Property by SellersPurchased Companies with regard to Pre-Closing Tax Periods) or any work papers related thereto, other than those portions or excerpts thereof (or a pro forma Tax Return) relating solely to the Purchased Companies.

Access. Promptly upon execution of this Agreement, but not later than two (a2) Subject to applicable Law, from Business Days after the date hereof until the Closing Execution Date, Sellers Seller shall provide Buyer and Buyer’s authorized representatives (i) reasonable physical access, at Buyer’s sole risk, cost and expense, to the Assets to allow Buyer to conduct on-site Phase I environmental site assessments of the Assets, to the extent Seller has the right to grant such access (and if Seller does not have the right to grant such access, Seller shall give use commercially reasonable efforts to obtain any consents necessary to enable Buyer and its Representatives reasonable Buyer’s representatives such access), and (ii) access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel Records and other representativesAssets, books to the extent such data and records of are in Seller’s or its Affiliate’s or representatives’ possession or control and relate to the Company and its SubsidiariesAssets; provided, however, Seller shall have no obligation to 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 information is proprietary or subject to third-party restrictions, Seller will use commercially reasonable efforts to obtain any consents necessary to allow Buyer to 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 further agrees that Buyer's inspection under no circumstances shall it perform any invasive tests of Sellers' properties shall not, any nature on the Assets without the express written consent of the CompanySeller, which such consent shall of Seller not to be unreasonably withheld or delayed, include the environmental sampling of and any environmental mediaapplicable third Person operator. IN CONNECTION WITH GRANTING SUCH ACCESS, including airAND EXCEPT TO THE EXTENT THAT SUCH CLAIMS ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY MEMBER OF THE SELLER GROUP, soilBUYER WAIVES AND RELEASES ALL CLAIMS AGAINST SELLER GROUP FOR INJURY TO, surface water or groundwaterOR DEATH OF PERSONS, (ii) shall furnish to Buyer and its Representatives such financialOR 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, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersDEFEND AND HOLD HARMLESS SELLER GROUP FROM AND AGAINST ALL SUCH CLAIMS.

Access. (a) Subject to applicable Law, During the period from the date hereof until of this Agreement through the earlier of the Effective Time or the termination of this Agreement pursuant to Section 9.1 (the “Pre-Closing DatePeriod”), Sellers (i) and upon reasonable advance notice to the Company, the Company shall give Buyer provide Parent and its Parent’s Representatives with reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, Company’s existing books and records for the purpose of enabling Parent to verify the accuracy of the Company Company’s representations and its Subsidiarieswarranties contained in this Agreement; provided, however, that Buyer's inspection any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of Sellers' properties shall not, without the consent appropriate personnel of the Company, which consent shall Company 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 be unreasonably withheld or delayed, include to interfere with the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation 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) jeopardize any 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 the Company or its Affiliates is a party). During the Pre-Closing Period, and upon reasonable advance notice to Parent, Parent shall provide Company and its Subsidiaries. All such information shall be provided subject Company’s Representatives with reasonable access during normal business hours to Parent’s existing books and records for the provisions purpose of enabling the Confidentiality Company to verify the accuracy of Parent’s representations and warranties contained in this Agreement. In addition; provided, notwithstanding any provision of the Confidentiality Agreement to the contraryhowever, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in that any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), 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 presence confidentiality of Sellers or its Representatives. All inspections shall be conducted so as this Agreement and the transactions contemplated hereby in accordance with the terms hereof and not to interfere unreasonably with Parent’s operations to effect the use 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 (a) jeopardize any 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 the Acquired Real Property by Sellersthis Agreement (including any confidentiality agreement to which Parent or its Affiliates is a party).

Access. (a) Subject to applicable Law, from the date hereof until the Closing Date, Sellers Seller (i) shall give to Buyer and to its Representatives reasonable representatives (such representatives to include employees, consultants, independent contractors, attorneys and other advisors of Buyer) full access during normal business hours to all of the Properties and the Records, as well as all of the offices, propertiespersonnel, officersbooks, employeesfiles, accountantsrecords, auditorscontracts, counsel correspondence, computer output and data files (to the extent Seller has the right to make same available), maps, data, reports, plats and other documents of Seller or to which Seller has access pertaining to any of the Properties including all abstracts of title, lease files, unit files, production marketing files, title policies, title opinions, title files and title records, ownership maps, surveys and any other information, data, records, and files which Seller may have (or have access to) relating in any way to the Properties, the past or present operation thereof and the marketing of production therefrom (and Buyer shall have the right to copy same); (ii) shall obtain and submit to Buyer or its representatives, books at Buyer’s expense, as promptly as practicable, such abstracts, title reports, status reports, certificates of title, certificates of facts and records other evidence of title covering the Company and its SubsidiariesProperties as requested by Buyer; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (iiiii) shall furnish to Buyer and its Representatives such financial, operating and property related data and all other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to the Properties as reasonably requested by Buyer, except to the extent that Seller is prohibited therefrom by any Acquired Assets agreement or Assumed Liabilities. The Company contract to which it is a party or of which it is a beneficiary; provided that Seller shall have use its reasonable best efforts to promptly obtain the waiver of any such prohibition; (iv) hereby authorizes Buyer and its representatives to consult with attorneys, abstract companies and other consultants or independent contractors of Seller (whether utilized in the past or presently) concerning title related matters; and (v) hereby authorizes Buyer and its representatives to consult with any other parties or review any records deemed necessary by Buyer to ascertain the status for any matter relating to the Properties, including the right inspect the environmental condition of the Properties and conduct testing in connection therewith. With respect to participate in computerized materials which are owned by Seller, over which Seller has control or to which Seller has access, Seller shall make available such negotiations materials to Buyer to the extent it is not prohibited from so doing by existing contractual commitments and agrees will use its reasonable best efforts to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by make available to Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in after the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with Closing the use of any computer services which Buyer reasonably desires to utilize in the Acquired Real Property by Sellersownership or operation of the Properties.

Access. (a) Subject to applicable Law, from From the date hereof until through the Closing DateClosing, Sellers (i) Seller shall, and shall give cause each Company to, afford to Buyer and its authorized Representatives reasonable access access, during normal business hours and in such manner as not to unreasonably interfere with normal operation of the businesses of the Companies and their Affiliates, to the offices, properties, officersbooks, employeesContracts, accountants, auditors, counsel and other representatives, books and records of Seller (to the Company extent such properties, books, Contracts and its Subsidiaries; provided, however, that Buyer's inspection records of Sellers' properties shall not, without Seller relate to the consent Companies) and the Companies and to appropriate officers and employees of Affiliates of Seller and the Company, which consent shall not be unreasonably withheld or delayed, include Companies as are reasonably identified by Buyer as being relevant information relating to the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) Companies and their Affiliates and shall furnish to Buyer such authorized Representatives with all financial and its Representatives such financial, operating and property related data and other information concerning the affairs of the Companies as Buyer and such persons Representatives may reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company Seller shall have the right to participate have a Representative present at all times during any such inspections, interviews, and examinations, provided that Seller shall not use such right to unreasonably delay or prohibit Buyer’s investigation rights under this Agreement. Additionally, Buyer shall hold in confidence all such negotiations information on the terms and agrees subject to cooperate with the conditions contained in the Confidentiality Agreement. Notwithstanding the foregoing, Buyer shall have no right of access to, and Seller shall have no obligation to provide to Buyer, at Buyer's requestinformation relating to: (i) bids received from others in connection with the transactions contemplated by this Agreement (or similar transactions) and information and analyses (including financial analyses) relating to such bids; (ii) any information to the extent such information is subject to an attorney-client or attorney work product privilege; or (iii) any information the disclosure of which would result in a violation of Law or breach of Contract; provided that in the case of clauses (ii) and (iii), in any Seller shall use its commercially reasonable efforts to make appropriate substitute disclosure arrangements with respect to such negotiationsinformation. It is acknowledged and understood that no investigation by Buyer or other All requests for information received by Buyer made under this Section 6.3(a) shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made be directed to the Person designated by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Propertyin a Notice delivered to Buyer, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), and all such information provided shall be conducted subject to the Confidentiality Agreement. For the avoidance of doubt, Buyer will have no right to access any information regarding any of Seller’s Affiliates other than as expressly provided for in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellersthis Section 6.3(a).

Access. (a) Subject From June 8, 2011 through the Closing, Seller shall afford to applicable Law, from the date hereof until the Closing Date, Sellers Buyer and its authorized Representatives (i) shall give Buyer and its Representatives reasonable access access, during normal business hours and in such manner as not to unreasonably interfere with normal operation of the Company’s business, to the offices, properties, officersbooks, employeescontracts, accountants, auditors, counsel and other representatives, books and records of Seller and the Company and its Subsidiaries; provided, however, that Buyer's inspection to the appropriate officers and employees of Sellers' properties shall not, without Affiliates of Seller and the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) Company and shall furnish to Buyer such authorized Representatives with all financial and its Representatives such financial, operating and property related data and other information concerning the affairs of Seller and the Company as Buyer and such persons Representatives may reasonably request, request and (iiiii) shall instruct such access as is contemplated by the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its SubsidiariesInterim Operations Plan. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company Seller shall have the right to participate have a Representative present at all times during any such inspections, interviews, and examinations. Additionally, Buyer shall hold in confidence all such negotiations information on the terms and agrees subject to cooperate with the conditions contained in the Confidentiality Agreement. Notwithstanding the foregoing, Buyer shall have no right of access to, and Seller shall have no obligation to provide to Buyer, at Buyer's requestinformation relating to: (i) bids received from others in connection with the transactions contemplated by this Agreement (or similar transactions) and information and analyses (including financial analyses) relating to such bids; (ii) any information the disclosure of which would jeopardize any privilege available to Seller or the Company relating to such information or would cause Seller or the Company to breach a confidentiality obligation; or (iii) any information the disclosure of which would result in a violation of Law. Further, in Buyer shall have no right to perform or conduct any such negotiations. It is acknowledged and understood that no investigation by Buyer environmental sampling or other invasive environmental investigation on or about any of the Assets without the prior written consent of Seller. All requests for information received by Buyer made under this Section 6.3(a) shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made be directed to the Person designated by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Propertyin a Notice delivered to Buyer, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), and all such information provided shall be conducted in subject to the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersConfidentiality Agreement.

Access. (a) Subject to applicable Law, from during the date hereof until the Closing DateInterim Period, Sellers (ia) shall give Buyer and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, data (including TMW, TMT, PeopleNet and Omnitracs data), books and records of Sellers to the Company and its Subsidiaries; providedextent relating to the Business, however, that Buyer's inspection of Sellers' properties shall not, without as Buyer reasonably deems necessary in connection with effectuating the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwatertransactions contemplated by this Agreement, (iib) shall furnish to Buyer and its Representatives such financial, operating and property related data to the extent relating to the Business and other information as such persons Buyer and its Representatives reasonably request, request and (iiic) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiationsBusiness. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller Sellers hereunder. Buyer agrees that any on-site inspections of any of Acquired Real PropertyAssets, including any inspection or study of the Owned Real Property and Leased Real Property that will be leased by Buyer pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii)the Facility Leases, shall be conducted in the presence of Sellers or its their Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of any of the Acquired Owned Real Property or Leased Real Property by Sellers. Notwithstanding the foregoing, Buyer shall not (i) have, by virtue of this Section 6.2, any additional access or investigation right to the extent it relates to the negotiation of this Agreement or the Transactions or (ii) conduct or cause to be conducted any sampling, testing, or subsurface or otherwise invasive investigation of the air, soil, surface water, groundwater, building materials or other environmental media (commonly known as a Phase II environmental assessment) at any property of Sellers, including any Leased Real Property.

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

Access. (a) Subject to applicable Law, from From the date hereof until the Closing Date, Sellers Seller will (i) shall give Buyer Buyer, its counsel, financial advisors, auditors and its Representatives other authorized representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company Seller and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without Subsidiaries relating to the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwaterBusiness, (ii) shall furnish to Buyer Buyer, its counsel, financial advisors, auditors and its Representatives other authorized representatives such financial, financial and operating and property related data and other information relating to the Business as such persons Persons may reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors of Seller to cooperate reasonably with Buyer in its investigation of the Business and (iv) permit Buyer reasonable access (on reasonable prior notice and during normal business hours) to the refinery property for, at Buyer’s sole cost and expense, the purpose of installing telecom and data lines necessary to Buyer’s operation of the Company Purchased Assets from and its Subsidiaries. All after the Closing, provided that (A) such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent telecom and data lines shall not be unreasonably withheld physically connected to Seller’s systems until at or delayedafter the Closing and (B) if the Closing does not occur, have Buyer shall (at its sole cost and expense, including any cost or expense of restoring the right property to contact its prior state) promptly remove (and negotiate directly with Seller's joint venturers Seller shall permit Buyer to remove) such telecom and data lines from the Purchased Assets. Any investigation or other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation action by Buyer or other information received by Buyer shall operate as a waiver its employees, advisors or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study representatives pursuant to this Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so such manner as not to interfere unreasonably with the use conduct of the Acquired business of Seller and its Subsidiaries. Notwithstanding the foregoing, Buyer may not under any circumstances conduct or cause to be conducted any sampling or other invasive investigation of the air, soil, soil gas, surface water, groundwater, building materials or other environmental media at any property related to the Seller or its Subsidiaries or the Business, including the Purchased Assets, the Facilities and the Real Property by SellersProperty. Buyer bears the risk of injury to any of its employees, advisors or representatives who are provided access to the offices or properties of Seller or its Subsidiaries hereunder, and shall indemnify, defend and hold Seller and its Affiliates harmless for all Damages resulting from Buyer’s or its employees’, advisors’ or representatives’ access to the offices or properties of Seller or its Subsidiaries provided hereunder.

Access. (a) Subject Prior to applicable Law, from the date hereof until the Closing Date, Sellers Seller shall (i1) shall give Buyer and its Representatives reasonable access accounting, legal, business, environmental, engineering, intellectual property and other authorized representatives and advisors full access, during normal business hours hours, to all plants, offices, warehouses and other facilities and properties of Seller relating to the officesProducts, properties, officers, employees, accountants, auditors, counsel the Assets and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwaterBusiness, (ii2) shall furnish to Buyer and its Representatives such financialauthorized representatives and advisors with all documents and information relating to the Products, operating the Assets and property related the Business as may be reasonably requested by Buyer and its authorized representatives and advisors, (3) permit Buyer and its authorized representatives and advisors to review all books, records and Contracts relating to the Products, the Assets and the Business as may be reasonably requested by Buyer and its authorized representatives and advisors, and make copies thereof, (4) make available Seller’s employees and advisors, including those responsible for the management of the Business, and cause Seller’s employees and advisors to furnish Buyer and its authorized representatives and advisors with data and other information with respect to the Products, the Assets and the Business as may be reasonably requested by Buyer and its authorized representatives and advisors, and discuss with Buyer and its authorized representatives and advisors the affairs of the Business, (5) subject to prior notice to Seller, facilitate, and accompany Buyer and its authorized representatives and advisors on, visits only to the four largest customers of the Business for the purpose of assisting Buyer in determining whether it will be able or given the opportunity to conduct the Business after the Closing with respect to such persons reasonably requestcustomers in the manner heretofore conducted by Seller or otherwise to qualify itself or its products or facilities for the purpose of so conducting the Business, and (iii6) shall instruct the Company's fully cooperate with Buyer and its Subsidiaries' employees, counsel authorized representatives and financial advisors to cooperate reasonably with Buyer in its their investigation and examination of the business Products, the Assets and the affairs of the Company and its Subsidiaries. All such Business, in all of the foregoing instances, except as to the information shall to be provided subject by Seller at Closing pursuant to the provisions Section 5.28. No investigation, or receipt of the Confidentiality Agreement. In addition, notwithstanding any provision information provided by or on behalf of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld Seller or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation review thereof by Buyer or other information received by Buyer its representatives or advisors shall operate as a waiver diminish or otherwise obviate, or relieve Seller or Xxxxxx from, or affect Buyer’s ability or right to rely on, any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellersrepresentations, warranties, covenants and agreements of Seller or Xxxxxx contained in this Agreement and the Transaction Documents.

Access. (a) Subject Prior to applicable Lawthe Closing, from the date hereof until the Closing Date, Sellers (i) Seller shall give Buyer permit Purchaser and its Representatives representatives to have reasonable access access, during normal regular business hours and upon reasonable advance notice, to the officesbooks, propertiesrecords, officersinformation, employees, accountants, auditors, counsel facilities and other representatives, books and records senior employees of the Company Acquired Companies and its Subsidiaries; providedwill cooperate with regard to such reasonable due diligence review as Purchaser may reasonably request. Upon reasonable advance notice to Seller and subject to Seller's consent, however, that Buyer's inspection 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 employees of Sellersany governmental regulatory agencies governing the Acquired Companies' properties shall notbusiness 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 the Company, Seller which consent shall 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 delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be violate an applicable law; provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, that in any such negotiations. It is acknowledged event Seller shall inform Purchaser that information was withheld from Purchaser, the general nature of such information so withheld and understood 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 no investigation by Buyer would not result in a loss of such privilege or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections violation of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellerslaw.

Access. The Company will, and will cause each of the other Hasbro Companies to, (a) Subject permit the Agent, by its representatives and agents, to applicable Lawinspect any of the properties, from including, without limitation, corporate books, computer files and tapes and financial records of each of the date hereof until Hasbro Companies, to examine and make copies of the Closing Datebooks of accounts and other financial records of each of the Hasbro Companies at such reasonable times and intervals as the Agent may determine, Sellers and (ib) shall give Buyer permit each of the Banks to discuss the affairs, finances and its Representatives reasonable access during normal business hours accounts of each of the Hasbro Companies with, and to be advised as to the officessame by, properties, officers, employees, accountants, auditors, counsel their respective officers at such reasonable times and other representatives, books intervals as the Banks may designate. The Banks and records of the Agent agree that they will treat in confidence all financial information with respect to the Company and its Subsidiaries; providedSubsidiaries and all information obtained during such inspection or discussion or pursuant to 9.5 which has not become public without violation hereof, however, that Buyer's inspection of Sellers' properties shall and will not, without the consent of the Company, which consent disclose such information to any third party or any trust or investment employee or trust or investment officer of any Bank, and, if any representative or agent of the Banks or the Agent shall not be unreasonably withheld or delayed, include the environmental sampling an employee of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation one of the business Banks or the Agent or any affiliate of the Company and its Subsidiaries. All Banks or the Agent, such information designee shall be provided subject reputable and of recognized standing and shall agree in writing to treat in confidence the provisions of the Confidentiality Agreement. In additioninformation obtained during any such inspection and, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with without the prior written consent of the Company, which consent not to disclose such information to any third party or make use of such information for personal gain. Notwithstanding the foregoing, the Company hereby authorizes the Agent and each of the Banks to disclose information obtained pursuant to this Agreement to banks or other financial institutions who are participants or potential participants in or assignees of the Loans made or to be made hereunder (provided, that prior to any such disclosure to any such participant, potential participant or assignee, such Person shall not have agreed to be unreasonably withheld or delayed, have bound by the right provisions of this 9.10 and 22 pursuant to contact a confidentiality agreement substantially in the form of Exhibit I hereto and negotiate directly with Seller's joint venturers and other partners, parties provided to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iiiCompany), shall be conducted in the presence of Sellers and where required by applicable law or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property required or requested by Sellersgovernmental or regulatory authorities.

Access. (a) Subject Prior to applicable Lawthe Closing, from the date hereof until the Closing DateCompany will, Sellers and will cause each DM Entity to, (i) shall give the Buyer and its Representatives authorized representatives, employees, counsel and accountants reasonable access to the officers, management, agents, Business Books and Records, offices and other facilities and properties of the Company (to the extent related to the Business) and each DM Entity during normal mutually agreeable business hours and (ii) furnish to the officesBuyer and its authorized representatives such information concerning the business, properties, officerscontracts, employeesassets, accountantsliabilities, auditors, counsel personnel and other representatives, books and records aspects of the Company (to the extent related to the Business) and its Subsidiarieseach DM Entity which is reasonably requested; provided, however, that Buyer's inspection any such access shall be granted at reasonable times during normal business hours and in such a manner as not to interfere with the normal business operations of Sellers' properties the Company or any DM Entity and such access shall notinclude access to conduct or perform an environmental assessment of any such property, except in no event shall such access include sampling or analysis of soil or groundwater, or any other similarly invasive environmental investigation; provided, further, that the Buyer and its authorized representatives shall not contact or hold discussions with customers, suppliers or non-senior management employees of either the Company or any DM Entity without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, include neither the environmental sampling Company nor any DM Entity is under any obligation to disclose to the Buyer any information the disclosure of which is restricted by contract or Applicable Law or which would result in the waiver of any environmental mediaprivileges. In addition, including airneither the Company nor any DM Entity shall be required, soilprior to the Closing, surface water to disclose, or groundwaterto cause the disclosure of, to the Buyer or its Affiliates (ii) shall furnish or provide access to Buyer and its Representatives such financialany offices, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation properties of the business Company or any of its Affiliates or the Business Books and Records that could result in the disclosure to such Person or other of), any confidential information relating to trade secrets, proprietary know-how and processes; patent, trademark, tradename, service xxxx or copyright applications or product development; or pricing and marketing plans, nor shall the Company be required to permit or cause others to permit the Buyer or its Affiliates to have access to, or to copy or remove from the offices or properties of the Company and or its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In additionAffiliates, notwithstanding any provision of the Confidentiality Agreement to the contrarydocuments, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer drawings or other information received by materials that might reveal such information; provided, that the Company will, and will cause each DM Entity to, provide Buyer shall operate as with a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections list of any Acquired Real Propertyfilings required by any Governmental Authority or administrative agency falling due within 90 days after the date hereof that are required to maintain the validity and enforceability of such patent, including any inspection trademark, tradename, service xxxx or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellerscopyright.

Access. (a) Subject The Vendors shall forthwith make available to applicable Law, from the date hereof until the Closing Date, Sellers (i) shall give Buyer Purchaser and its Representatives reasonable access during normal business hours authorized representatives and, if requested by the Purchaser, acting reasonably, provide a copy to the offices, properties, officers, employees, accountants, auditors, counsel and other representativesPurchaser of all documents, books and records relating to Holdco, the Company and the Subsidiaries, including title documents, written environmental compliance reviews and site assessments that are in the possession or under the control of the Vendors, Holdco, the Company or any Subsidiary, Contracts, financial statements, minute books, share certificate books, share registers, plans, orders, books of account, accounting records and constating documents relating to Holdco, the Company and the Subsidiaries. The Vendors shall cause the Company and the Subsidiaries to afford the Purchaser and its authorized representatives access on reasonable notice to the Business and the property, assets, undertaking, records and documents of the Company and its the Subsidiaries for the purpose of reviewing the same. The foregoing access shall be at any times selected by the Purchaser until March 3, 1997 and thereafter shall be restricted to during normal business hours. The Vendors shall also cause the Company and the Subsidiaries to use their reasonable best efforts to arrange meetings prior to March 3, 1997 with current and past major customers of the Company and the Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties Investco shall not, without the consent be notified at least two Business Days prior to any meeting between representatives of the Company, which consent shall Purchaser and such customers (whether or not be unreasonably withheld arranged by the Vendors or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's ) and its Subsidiaries' employees, counsel and financial advisors a representative of Investco shall be entitled to cooperate reasonably with Buyer in its investigation of the business of attend any such meeting. The Vendors shall cause the Company and its the Subsidiaries. All , as appropriate, forthwith following a request therefor from the Purchaser, to deliver to all applicable governmental authorities having jurisdiction over the Real Property and the Leased Property a request substantially in the form prepared or described by the Purchaser that such information shall be provided subject authorities release to the provisions Company or any such Subsidiary any information held by such authorities in respect to such property, upon receipt of which by the Confidentiality AgreementCompany or any such Subsidiary, the Vendors shall cause the recipient to make the same available to the Purchaser. In addition, notwithstanding the Purchaser shall be entitled to conduct such environmental inspections and investigations, including intrusive testing, as the Purchaser, acting reasonably, shall deem appropriate, subject to the execution and delivery by the Purchaser of an indemnity in respect of the same in favour of the Vendors, Holdco, the Company and the Subsidiaries, in form and substance acceptable to the Vendors, acting reasonably, which shall provide that the Purchaser will be responsible for any Losses caused by or reasonably attributable to the activities of the Purchaser and its representatives during such investigations. The Vendors shall cause the Company and the Subsidiaries to cooperate in assisting investigations by the Purchaser as provided in the foregoing. Notwithstanding any other provision of this Agreement, until 9:00 a.m. (Toronto time) on March 3, 1997 the Confidentiality Agreement Vendors shall be entitled to mask or delete from any Contract, Permit or other document required to be provided or made available to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties Purchaser pursuant to the Assumed Contracts and lenders with respect to terms of this Agreement any Acquired Assets information ("Identifying Information") which may identify the municipal address or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections location of any Acquired Real Propertyreal property which is the subject of any Operating Agreement; provided, including any inspection or study however, that if this Agreement has not been terminated by the Purchaser pursuant to Section 7.4(b)(ii) 10.4 on or Section 7.4(b)(iii)before March 3, 1997, the Vendors shall be conducted in cause the presence of Sellers or its Representatives. All inspections shall be conducted so Company to provide to the Purchaser the Identifying Information as not to interfere unreasonably with the use of the Acquired Real Property by Sellerssoon as is reasonably practicable thereafter.

Access. (a) Subject In order for Buyer and Seller to applicable Lawconduct their respective business, accounting and legal due diligence review of each other (the “Due Diligence”), Seller and Buyer agree to provide each other with reasonable cooperation and access, for a period from the date hereof until the Closing Datetermination of this Agreement, Sellers (i) shall give Buyer to all of their and its Representatives reasonable access during normal business hours their Subsidiaries’ respective, and in the case of Seller, to the officesCompany’s and the Company’s Subsidiaries’ respective, properties, officers, employees, accountants, auditors, counsel and other representativesoffices, books and records (including bankruptcy records), abstracts of title, title opinions, title files, ownership maps, lease files, assignments, division orders, production, drilling and imbalance reports, operating records and agreements, well files, financial and accounting records (including SEC correspondence), geological, geophysical and engineering records, contracts, commitments and such financial information (including work papers), operating data, and all other information concerning their businesses, properties, personnel, representatives, landlords/sublandlords, tenants, licensees and franchisees as Buyer or Seller, as the case may be, may request. Buyer and Seller and their respective Subsidiaries will (and Seller will cause the Company and its SubsidiariesSubsidiaries to) provide each other with reasonable access and cooperation as necessary to facilitate their respective ongoing Due Diligence, including access to, among other persons, management, Representatives and customers; provided, however, that Buyer's inspection only management of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld Buyer or delayed, include the environmental sampling of any environmental media, including air, soil, surface water Seller (or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries) may be contacted and any contact of such other persons will be coordinated through a member of management of Buyer or Seller or the Company, as applicable, provided, that the Representatives, personnel and customers of Buyer or Seller (or the Company and its Subsidiaries), as the case may be, may be contacted by the other party in the Ordinary Course of Business consistent with past practice. All such information shall be provided subject Notwithstanding the foregoing, Buyer and Seller will cooperate to limit their respective reviews so as to avoid (i) issues under applicable antitrust rules, regulations and interpretations and (ii) any conflicts with the provisions of any confidentiality agreements, license agreements or other restrictive agreements with third parties; provided, that the Confidentiality Agreement. In additiondisclosing party will take such specific actions as are reasonably requested by the recipient and, notwithstanding any at the recipient’s expense if such additional fees to such third parties are required, seek to enter into arrangements or obtain waivers or consents that would permit the provision of information without any such limitations. It is a condition of the Confidentiality Agreement obligations set forth in this Section 7.1 (with respect to both Buyer and Seller) that in requesting information and assistance under this Section 7.1, the requesting party shall act in a commercially reasonable manner, including, without limitation, with respect to the contraryamount of data and timing of responses requested by the requesting party, Buyer shalland in determining whether the obligations set forth in this Section 7.1 have been satisfied, with the prior consent of the Companyand in determining whether such parties acted reasonably or in a commercially reasonable manner, which consent such parties shall not be unreasonably withheld required to “drop everything” or delayed, have the right ignore their existing responsibilities to contact conduct their business and negotiate directly comply with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer their SEC or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellersreporting obligations.

Access. (a) Subject to applicable LawUpon reasonable notice and at Buyer's sole risk, liability and expense, and during normal business hours, Seller shall afford Buyer, MCNIC, and their respective representatives reasonable access, from the date hereof until the Closing Date, Sellers to the Assets and the High Island Lateral (i) shall give including without limitation for the purpose of safety and environmental inspections, assessments and nondestructive and noninvasive testing of such Assets by a safety and/or an environmental engineering firm designated by Buyer and its Representatives reasonable access during normal business hours reasonably satisfactory to Seller) and the officescontracts, propertiesbooks, officers, employees, accountants, auditors, counsel records and other representatives, books and records data of the Company and its SubsidiariesBlack Marlin; provided, howeversuch access shall be subject to Seller's obtaining all necessary consents and approvals from third parties. Seller shall promptly notify Buyer in each case when such consents are required, that and when they have been obtained or withheld. Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in a manner that does not unreasonably interfere with Black Marlin's normal operations. Notwithstanding the presence foregoing, Buyer shall not have access to personnel records of Sellers Black Marlin (or its Representativesany Affiliates thereof). All inspections shall be conducted so Buyer agrees to maintain the confidentiality of all such information pursuant to the terms of that certain letter agreement regarding confidentiality dated August 26, 1997 between Blue Dolphin Energy Company and Black Marlin, as not amended from time to interfere unreasonably with time (the use of the Acquired Real Property by Sellers"Confidentiality Agreement"). BUYER AND PARENT HEREBY, JOINTLY AND SEVERALLY, AGREE TO DEFEND, INDEMNIFY, RELEASE, PROTECT, SAVE AND HOLD HARMLESS THE SELLER AND ITS AFFILIATES FROM AND AGAINST ANY AND ALL LOSSES ARISING OUT OF OR RELATING TO ANY CLAIMS RELATING TO ANY PLANT OR FIELD VISIT, OR OTHER DUE DILIGENCE ACTIVITY, CONDUCTED BY BUYER OR ANY OF ITS AGENTS, REPRESENTATIVES, AFFILIATE, SUCCESSOR, ASSIGN, OFFICER, REPRESENTATIVE OR DIRECTOR, INCLUDING WITHOUT LIMITATION ANY LOSSES RESULTING, IN WHOLE OR IN PART, FROM THE SOLE, CONCURRENT OR JOINT NEGLIGENCE OR STRICT LIABILITY OF SELLER OTHER THAN THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER.

Access. (a) Subject to To the extent not restricted by a third-party agreement or applicable Law, from subject to any necessary third-party approvals, prior to the date hereof until Closing, the Closing DateCompany shall, Sellers (i) shall give Buyer and shall, to the extent permitted by the Edge Merger Agreement, cause Edge to, allow the Purchaser and its Representatives officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable access during normal business hours hours, at the Purchaser’s sole risk and expense, to the officesall facilities, properties, officers, employees, accountants, auditors, counsel and other representativespersonnel, books and records of the Company and its SubsidiariesEdge and their respective subsidiaries, as applicable; provided, howeverthat no investigation pursuant to this Section 5.07 shall affect any representation or warranty given by the Company hereunder; and provided, further, that Buyer's inspection notwithstanding the provision of Sellers' properties information or investigation by the any party hereto, no party shall notbe deemed to make any representation or warranty except as expressly set forth in this Agreement. The Purchaser agrees to conduct its investigation in a manner that does not interfere unreasonably with the Company’s or Edge’s or their respective subsidiaries’ operations and with the prompt and timely discharge by such their respective employees of their duties. The Purchaser agrees to indemnify and hold Edge and its subsidiaries harmless from any and all claims and liabilities, without including costs and expenses for loss, injury to or death of any representatives of Purchaser, and any loss, damage to or destruction of any property owned by Edge or its subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the consent action or inaction of any of the Purchaser’s representatives during any visit to the business or property sites of Edge or its subsidiaries prior to the Closing, whether pursuant to this Section 5.07 or otherwise, but only to the extent that such claims, liabilities, losses or damages are not due to the gross negligence or willful misconduct of the Company, which consent Edge or their respective employees, agents or representatives. Notwithstanding the foregoing, the Company shall not be unreasonably withheld required to, or delayedcause Edge to, include provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, the environmental sampling attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations or which it is required to keep confidential by reason of any environmental mediacontract or agreement with third parties or by reason of applicable Law. Following the Closing, including airthe Purchaser, soilwill be permitted the reasonable access set forth in this Section 5.07, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct but only after complying with the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer requirements set forth in its investigation Section 220 of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersDelaware General Corporation Law.

Access. (a) Subject Prior to applicable Lawthe Closing, from the date hereof until the Closing Date, Sellers (i) Seller shall give Buyer and its Representatives provide Purchaser with reasonable access during normal business hours to the offices, propertiesMass-Market Assets and to Seller's employees, officers, employees, accountants, auditors, counsel agents and other representativesconsultants, books and records of the Company (including property or sales Tax Returns), compensation and its Subsidiaries; providedemployee benefit plan documents, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, relating to the Mass-Market Cigar Business and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided Mass-Market Employees subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders its existing policies with respect to providing information about its employees to other potential employers, as Purchaser may reasonably request. Seller shall provide Purchaser with, or allow Purchaser to make, copies, at Purchaser's expense, of any Acquired Assets requested materials that are relevant to the Mass-Market Cigar Business and do not contain any confidential or Assumed Liabilitiesproprietary information about the Retained Business or otherwise violate any internal procedures of the Retained Business. The Company Seller shall authorize the independent accountants of Seller to allow the independent accountants of Purchaser to review the work papers and other accounting records of Seller's accountants prepared in connection with the preparation of the Closing Date Statement of Net Assets. Purchaser shall use its reasonable efforts to minimize any disruption to Seller's business in connection with the conduct of the process contemplated herein, and Seller shall receive reasonable advance notice of and shall have the right to participate in in, any discussions Purchaser might have with any federal or state regulatory authorities about Seller or the Mass-Market Cigar Business. In the event that, as a result of any such negotiations investigation, Purchaser discovers any fact that makes untrue any representation or warranty of Seller hereunder, (a) Purchaser shall immediately provide Seller with written notice of such fact and agrees to cooperate with Buyer, at Buyer(b) Seller's request, representations and warranties made hereunder or in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study certificate delivered pursuant to this Agreement shall, for purposes of each provision of this Agreement (other than (y) the conditions set forth in Article VIII hereof to the obligations of Purchaser to consummate the transactions contemplated hereby and (z) the right of Purchaser to terminate this Agreement under Section 7.4(b)(ii12.2 hereof) be deemed modified by such fact or Section 7.4(b)(iii)facts as if the same had been fully disclosed on the Disclosure Schedule on the date hereof, shall be conducted in the presence whether or not Seller is advised of Sellers such fact or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellersfacts.

Access. (a) Subject to To the extent permitted by applicable Law, from between the date hereof until of this Agreement and the Closing Date, Sellers Seller will, during ordinary business hours and upon reasonable notice, (i) shall give Buyer and its Buyer’s Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel 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 representativesinformation 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, books and records of schedule, or other document principally relating to the Company and its SubsidiariesBusiness filed or submitted by Seller with, or received by Seller from, any Governmental Entity; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (iiA) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall will be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so such a manner as not to interfere unreasonably with the use operation of the Acquired Real Property 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. Xxxxx will indemnify and hold harmless Seller from and against any Losses incurred by SellersSeller, its Affiliates or their Representatives by any action of Buyer or Buyer’s representatives while present on any of the Purchased Assets or other premises to which Buyer is granted access hereunder (including restoring any such 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 perform or conduct any other sampling or testing at, in, on, or underneath any of the Purchased Assets.

Access. (a) Subject to applicable Law, from Commencing upon the date hereof until the Closing Date, Sellers (i) shall give execution of this Agreement by Buyer and its Representatives reasonable access during normal business hours Seller, Seller shall allow (or cause to the offices, properties, officersbe allowed) Buyer or Buyer’s agents, employees, accountantscontractors, auditorslenders or representatives access to the Property for purposes of any non-intrusive physical or environmental test, counsel study or inspection of the Property and, to the extent copies are not provided to Buyer by Seller pursuant to Section 6.1, review and other representatives, copying of Seller’s books and records relating to the Membership Interests and the Property and any of the Company 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 its Subsidiaries; analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof (provided, however, however that Buyer's inspection right to review such other matters 41893434 Xxxxxxxx Grand/Purchase and Sale Agreement shall not be deemed to increase Seller's obligation to provide documents as required under Section 6.1, Section 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 Property without first obtaining Seller’s consent as to the timing and scope of Sellers' properties shall not, without the consent of the Companywork to be performed, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Prior to any entry onto the Property for purposes of inspection or testing (as opposed to solely for review of materials provided under Section 6.1 above), include 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 environmental sampling purpose of gathering information in connection with the Membership Interests, the Property or the Seller, or the transaction contemplated by this Agreement. Buyer agrees that, until Closing occurs, all of Seller’s Deliveries will be kept confidential by Buyer and its affiliates except for Permitted Disclosures (as hereinafter defined); provided that Buyer and its affiliates may disclose information from Seller’s Deliveries to their respective employees, agents, representatives, accountants, attorneys, consultants or contractors in connection with its evaluation of the Property and Membership Interest and to any environmental mediabank or lending institution (or underwriter or servicer therefor) that Buyer requests to provide financing for the Property or the Membership Interests, including airso 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, soiland agrees to the disclosure of, surface water certain aspects of this transaction to Buyer's (or groundwaterBuyer's affiliate's) employees, agents, representatives, accountants, attorneys, consultants or contractors in connection with its evaluation of the Property and Membership Interest and to any bank or other lending institution (or underwriter or servicer therefor) that Buyer requests to provide financing for the Property or the Membership Interests. Buyer is not responsible for the actions of third parties as to the disclosure of confidential information, except with respect to its obligation in this paragraph to inform such persons of the confidentiality of such information. Except as provided in the preceding sentences of this paragraph, the existence and contents of this Agreement and the negotiations of parties with respect to the possible sale and purchase of the Membership Interests shall be kept confidential and shall not be disclosed to any third parties without the consent of both parties hereto, except for any disclosure (i) that may be required by law to be made to any applicable governmental or quasi-governmental authorities or any other person or entity, or (ii) shall furnish to of information otherwise in the public domain (the "Permitted Disclosures"). From and after Closing, either party may issue a press release describing the transaction, provided that neither of Seller or Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct may include the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation identity of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate party in such negotiations press release unless such press release is approved in writing in advance by the other party. 41893434 Xxxxxxxx Grand/Purchase and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers.Sale Agreement

Access. The Company will, and will cause each of the other Hasbro Companies to, (a) Subject permit the Agent, by its representatives and agents, to applicable Lawinspect any of the properties, from including, without limitation, corporate books, computer files and tapes and financial records of each of the date hereof until Hasbro Companies, to examine and make copies of the Closing Datebooks of accounts and other financial records of each of the Hasbro Companies at such reasonable times and intervals as the Agent may determine, Sellers and (ib) shall give Buyer permit each of the Banks to discuss the affairs, finances and its Representatives reasonable access during normal business hours accounts of each of the Hasbro Companies with, and to be advised as to the officessame by, properties, officers, employees, accountants, auditors, counsel their respective officers at such reasonable times and other representatives, books intervals as the Banks may designate. The Banks and records of the Agent agree that they will treat in confidence all financial information with respect to the Company and its Subsidiaries; providedSubsidiaries and all information obtained during such inspection or discussion or pursuant to 9.5 which has not become public without violation hereof, however, that Buyer's inspection of Sellers' properties shall and will not, without the consent of the Company, which consent disclose such information to any third party or any trust or investment employee or trust or investment officer of any Bank, and, if any representative or agent of the Banks or the Agent shall not be unreasonably withheld or delayed, include the environmental sampling an employee of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation one of the business Banks or the Agent or any affiliate of the Company and its Subsidiaries. All Banks or the Agent, such information designee shall be provided subject reputable and of recognized standing and shall agree in writing to treat in confidence the provisions of the Confidentiality Agreement. In additioninformation obtained during any such inspection and, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with without the prior written consent of the Company, which consent not to disclose such information to any third party or make use of such information for personal gain. Notwithstanding the foregoing, the Company hereby authorizes the Agent and each of the Banks to disclose information obtained pursuant to this Agreement to banks or other financial institutions who are participants or potential participants in or assignees of the Loans made or to be made hereunder (provided, that prior to any such disclosure to any such participant, potential participant or assignee, such Person shall not have agreed to be unreasonably withheld or delayed, have bound by the right provisions of this 9.10 and 22 pursuant to contact a confidentiality agreement substantially in the form of Exhibit H hereto and negotiate directly with Seller's joint venturers and other partners, parties provided to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iiiCompany), shall be conducted in the presence of Sellers and where required by applicable law or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property required or requested by Sellersgovernmental or regulatory authorities.

Access. (a) Subject to applicable LawLaw and the last sentence of Section 5.12(c), from during the date hereof until Interim Period, the Closing Date, Sellers (i) shall give Buyer Company will provide the Purchaser and its Representatives reasonable Representatives, at the Purchaser’s sole cost and expense, with access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company (including working papers and data in the possession of the Seller Owners, the Seller, the Company or its Subsidiaries; providedaccountants), howeverand, that Buyer's inspection subject to the receipt of Sellers' properties shall notreasonable prior written notice from the Purchaser, without and with the prior written consent of the Company, ’s Chief Executive Officer or his authorized designee(s) (which consent shall will not be unreasonably withheld or delayed), include to the environmental sampling of any environmental mediaAssets, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably requestproperties, and the officers, employees (iii) shall instruct including IT staff in order to assess the transition of IT services to the Purchaser), agents and accountants of the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably in each case, in a manner that does not unreasonably interfere with Buyer in its investigation of the business of the Company. Any information or knowledge obtained in any investigation pursuant to this Section 5.4 that is Confidential Information is subject to Section 5.6 and shall not be used for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Notwithstanding anything herein to the contrary, the Purchaser is not authorized to and shall not (and shall not permit any of its employees, agents, Representatives or Affiliates to) contact any officer, director, employee, customer, supplier, distributor, vendor or other business relation of the Company regarding the transactions contemplated by this Agreement prior to the Closing without the prior written consent and coordination of a Designated Contact (as defined below) (which consent will not be unreasonably withheld, conditioned or delayed). Notwithstanding anything herein to the contrary, the Company shall not be required to provide such access or disclose any information to the Purchaser and its SubsidiariesRepresentatives if the Company reasonably determines that such access or disclosure would (A) jeopardize or result in a waiver of attorney-client privilege, (B) violate any Contract to which the Company is a party, or (C) violate any Law which the Company is subject to; provided, that the parties will cooperate to implement appropriate and mutually agreeable measures to permit the disclosure of such information or to provide access in a manner to remedy the basis for the objection. All requests for such information access shall be provided subject directed to the provisions Chief Executive Officer or to such persons as such the Chief Executive Officer may designate in writing from time to time (collectively, the “Designated Contacts”). Other than the Designated Contacts, prior to the Closing, without the prior written consent of a Designated Contact (which shall not be unreasonably withheld, conditioned or delayed), neither the Purchaser, its Affiliates nor their respective Representatives shall contact any employee, contractor, supplier, customer, landlord or other material business relationship of the Company. For the avoidance of doubt, the Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 5.4. Notwithstanding anything to the contrary contained in this Agreement, in the event of any litigation that has not been withdrawn in writing between the Seller or any Seller Owner, on the one hand, and the Purchaser or its Affiliates, on the other hand, relating to this Agreement or the transactions contemplated hereby, the covenants contained in this Section 5.4 shall not apply thereto (including for discovery purposes) to the extent the access or information requested relates to the litigation, and compliance with this Section 5.4 shall not be considered a waiver by any party of any right to assert the attorney client privilege or any similar privilege. Nothing in this Section 5.4 shall be deemed to limit any communications made in the ordinary course of business (unrelated to this Agreement or the transactions contemplated hereby and in compliance with the terms of the Confidentiality Agreement. In addition, notwithstanding any provision ) of the Confidentiality Agreement to the contraryPurchaser, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld its Affiliates or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its their respective Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers.

Access. (a) Subject to applicable LawPromptly upon execution of this Agreement, from the date hereof until the Closing Date, Sellers Seller shall provide Buyer and Buyer’s authorized representatives (i) shall give Buyer reasonable physical access, at Buyer’s sole risk, cost and its Representatives reasonable access during normal business hours expense, to the officesAssets to allow Buyer to conduct on-site Phase I environmental site assessments of the Assets, properties, officers, employees, accountants, auditors, counsel to the extent Seller has the right to grant such access for such purpose and the operator of the Assets consents thereto; and (ii) access to the Records and other representativesAssets, books to the extent such data and records of are in Seller’s or its representatives’ possession and relate to the Company and its SubsidiariesAssets; provided, however, that Buyer's inspection Seller shall have no obligation to provide Buyer access to any interpretative or predictive data or information which Seller believes in good faith it cannot lawfully provide Buyer because of Sellers' properties shall not, without third-party restrictions (to the consent of the Company, which consent shall not be unreasonably withheld extent any such data or delayed, include the environmental sampling of any environmental media, including air, soil, surface water information is proprietary or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreementthird-party restrictions, Seller will use commercially reasonable efforts to obtain any consents necessary to allow Buyer to review such data or information). In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, connection with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections inspections, Buyer agrees to not unreasonably interfere with the normal operation of the Assets and further agrees that under no circumstances shall it perform any invasive tests of any Acquired Real Propertynature on the Assets without the express written consent of Seller and the operator of the Xxxxx or other Interests, including such consent of Seller not to be unreasonably withheld. However, if Buyer is denied access to inspect any inspection or study pursuant Asset by a third-party (unrelated to Section 7.4(b)(ii) or Section 7.4(b)(iiiSeller), Buyer shall have no right to elect to exclude the affected Asset (or the portion thereof affected) and all Assets related thereto from the Assets to be conducted conveyed at Closing, and the Base Purchase Price shall not be reduced by the Allocated Value of such Assets; provided that Seller agrees to undertake good faith and commercially reasonable efforts to assist Buyer in the presence of Sellers or its Representativesobtaining access from any such third party to inspect any such Asset. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersIN CONNECTION WITH GRANTING SUCH ACCESS, AND EXCEPT TO THE EXTENT THAT SUCH CLAIMS ARE CAUSED BY THE SOLE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER, 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. (a) Subject The Parties agree that the MMT Parties and their authorized agents and representatives will have the reasonable right and shall cause the NFP to applicable Lawgrant such right, from the date hereof until the Closing Date, Sellers to (i) shall give Buyer inspect and its Representatives reasonable access during normal business hours to audit the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, Company Parties books and records (including records of account data, financial data, operating data, Tax records, records of corporate proceedings, Contracts, trademarks, Patent application files, governmental consents, personnel records, environmental records and site assessments and other business activities and matters relating to the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwatertransactions contemplated hereunder), (ii) shall furnish reasonable access the Company Parties’ facilities, including the right of physical access for purposes of walk-through inspections of the Company Parties’ real property (including all Leased Real Property) and assets located thereon, Phase 1 (or equivalent) environmental assessments (but not including any sampling, drilling or testing of any kind without the Company Parties’ written approval and subject to Buyer the terms of the applicable Real Property Lease), surveying and its Representatives such financial, operating other activities as the MMT Parties may elect in their reasonable discretion subject to the Company Parties’ prior approval and property related data and other information as such persons reasonably requestthe terms of the applicable Real Property Lease, and (iii) shall instruct consult with the Company's Company Parties’ officers, directors, managers, attorneys, auditors and its Subsidiaries' employeesaccountants concerning customary due diligence matters. Such access will be at reasonable times during business hours, counsel upon advanced written notice and financial advisors in a manner not to cooperate reasonably unreasonably interfere with Buyer in its investigation of the normal business operations or disrupt the personnel of the Company and its SubsidiariesParties. All such information shall provided pursuant to this Section 5.4(a) will be provided subject to the provisions of the Confidentiality Agreement. In additionNotwithstanding anything to the contrary contained in this Section 5.4(a), notwithstanding Seller may withhold any document (or portions thereof) or information to the extent that (1) the provision of access to such document (or portion thereof) or information violates (or would likely violate), any Contract to which Seller is a party or is subject, (2) such document (or portion thereof) or information constitutes (or would likely constitute) privileged attorney client communications or attorney work product or (3) if the Confidentiality Agreement provision of access to such document (or portion thereof) or information would reasonably be expected to conflict with applicable Laws or Orders; provided, that in each case, Seller will, to the contraryextent legally permissible, Buyer shallmake appropriate commercially reasonable substitute arrangements if the restrictions in clauses (1) through (3) apply, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate extent reasonably practicable in light of such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellersrestrictions.

Access. During the period from the date of this Agreement to the earlier of the Closing and the date that this Agreement is terminated in accordance with Section 8.1 (a) Subject the Company shall grant to applicable Law, from the date hereof until the Closing Date, Sellers (i) shall give Buyer and its Representatives authorized representatives reasonable access access, during normal business hours and upon reasonable notice, to the officespersonnel, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, Acquired Companies that Buyer's inspection of Sellers' properties shall not, without are in the consent possession or under the control of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwaterAcquired Companies, (iib) the Company shall to furnish to Buyer and its Representatives authorized representatives such financial, Tax and operating and property related data and other information relating to the Acquired Companies in such Person's possession as such persons Buyer or its representatives may reasonably request, and (iii) shall instruct request in connection with the transactions contemplated hereby or to the extent relating to the transition of the Company's and its Subsidiaries' businesses to Buyer, and (c) instruct the employees, counsel and financial advisors of the Acquired Companies to reasonably cooperate reasonably with Buyer in its investigation connection with clauses (a) and (b); provided that (i) such access does not unreasonably interfere with the normal operations of any of the Acquired Companies, (ii) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement, (iii) all requests for such access shall be directed to Nomura Securities International, Inc., the Chief Executive Officer or such other Person as the Company may designate in writing from time to time (collectively, the "Designated Contacts"), and (iv) nothing herein shall require the Company to provide access to, or to disclose any information to, Buyer or any of its representatives if such access or disclosure, in the good faith reasonable belief of the Company, (y) would waive any legal privilege or (z) would be in violation of applicable laws or regulations of any Governmental Entity (including the HSR Act and other competition laws). Other than the Designated Contacts or as expressly provided in the preceding sentence or as otherwise agreed by the Company, Buyer is not authorized to and shall not (and shall cause its employees, agents, representatives and Affiliates not to) contact any officer, director, employee, customer, supplier, joint-venture partner, lessor, lender or other material business relation of the Company and or any of its Subsidiaries. All such information shall be provided subject xli Subsidiaries prior to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with Effective Time without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, have other than in the right to contact ordinary course of its business and negotiate directly with Seller's joint venturers and other partners, parties unrelated to the Assumed Contracts transactions contemplated hereby. Buyer shall, and lenders shall cause its representatives and financing sources to, abide by the terms of the Confidentiality Agreement with respect to such access and any Acquired Assets or Assumed Liabilities. The Company shall have the right information furnished to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers it or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellersrepresentatives or financing sources.

Access. (a) Subject to applicable Law, During the period from the date hereof until of this Agreement to the Closing Date, Sellers earlier of (i) the Closing and (ii) the date that this Agreement is terminated pursuant to Section 7A, the Company shall give grant to the Buyer and its Representatives authorized Agents reasonable access access, during normal business hours and upon reasonable notice, to the officespersonnel, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its SubsidiariesSubsidiaries (including the electronic data room) that are in the possession or under the control of the Company and its Subsidiaries to the extent relating to the transactions contemplated hereby or the transition of the Company’s business to the Buyer; provided, however, that (a) such access does not unreasonably interfere with the normal operations of the Company or its Subsidiaries, (b) all requests for access shall be directed to Xxxxxx Xxxxxxxx or Xxxxx Xxxxx or such other Person(s) as Xxxxxx Xxxxxxxx and/or Xxxxx Xxxxx may designate from time to time (collectively, the “Designated Contacts”), and (c) nothing herein shall require the Company to provide access to, or to disclose any information to, the Buyer if such access or disclosure would be in violation of Applicable Laws (including the HSR Act and other anti-competition laws) or the provisions of any material agreement to which the Company or any of its Subsidiaries is a party. Without limiting the foregoing, the Company agrees to provide the Buyer's inspection of Sellers' properties shall not, without ’s insurer who is to provide the consent Rep and Warranty Policy to the Buyer with reasonable access to the Chief Executive Officer and Chief Financial Officer and other members of the Company’s senior management team during normal business hours and upon reasonable notice, which consent shall not be unreasonably withheld or delayed, include to answer questions concerning the environmental sampling representations and warranties of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer the Company made herein and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct matters concerning the Company's ’s and its Subsidiaries' employees’ business(es) (subject, counsel in any event, to the limitations set forth in clause (a), (b) and financial advisors to cooperate reasonably with (c) above and an acknowledgment by the Buyer in its investigation of the business or such insurer that no employee of the Company and/or any of its Subsidiaries who is asked to communicate with such insurer or its Agents would (1) be required to delivery any certification as to any of the information provided to any such insurer and (2) otherwise be subject to any liability as a result of any such cooperation). Other than the Designated Contacts or as expressly provided in the preceding sentences, the Buyer is not authorized to and shall not (and shall cause its Agents and Affiliates not to) contact any officer, director, employee, franchisee, customer, supplier, distributor, lessee, lessor, lender, noteholder or other material business relation of the Company or any of its Subsidiaries prior to the Closing with respect to matters pertaining to the Company, any of its Subsidiaries. All such information shall be provided subject to , any of their respective businesses and/or the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with transactions contemplated hereby without the prior consent of the Company, which consent shall Designated Contacts (not to be unreasonably withheld conditioned, delayed or delayedwithheld). The Buyer shall, have and shall cause its Affiliates and Agents to, abide by the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to terms of the Assumed Contracts and lenders Confidentiality Agreement with respect to such access and any Acquired Assets information furnished to it or Assumed Liabilities. The Company shall have its Affiliates or Agents pursuant to this Section 3A. For the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's requestavoidance of doubt, in no event shall the access provided for in this Section 3A or any such negotiations. It is acknowledged and understood that no investigation by other obligation of the Company or its Subsidiaries hereunder include any right of the Buyer or other information received by Buyer shall operate any of its Affiliates to conduct any sampling or analysis of environmental media of the nature commonly referred to as a waiver “Phase II Environmental Investigation” such as any soil or otherwise affect any representationgroundwater testing. In addition, warranty or other agreement given or made by Seller hereunder. Buyer agrees during the period from the date of this Agreement to the earlier of (i) the Closing and (ii) the date that any on-site inspections of any Acquired Real Property, including any inspection or study this Agreement is terminated pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii)7A, unless Buyer otherwise agrees in writing, the Company shall be conducted prepare monthly financial statements in the presence ordinary course of Sellers or its Representatives. All inspections shall be conducted so as not business consistent with past practices, and will deliver to interfere unreasonably Buyer copies of the Company’s monthly financial statements in a format consistent with the use format of the Acquired Real Property by Sellersmonthly financial statements of the Company previously provided to the Buyer in connection with the transactions contemplated hereby, promptly upon completion.

Access. (a) Subject to applicable Lawthe terms of the Confidentiality Agreement, from between the date hereof until and the earlier of the termination of this Agreement or the Closing Date, Sellers (i) Seller shall give Buyer and its Representatives afford Purchaser reasonable access access, at reasonable times during normal business hours hours, to the officesProperty and to all personnel, properties, officersbooks, employees, accountants, auditors, counsel and other representatives, books Contracts and records of the Company Business, and its Subsidiaries; providedother documents and financing, howeveroperating and other data of Seller that Purchaser may reasonably request, provided that Buyer's inspection of Sellers' properties Purchaser shall not, not engage in any environmental or other physical testing with respect to any Owned Real Property without the prior written consent of the CompanySeller, which consent may be withheld in Seller’s sole discretion. The foregoing shall not require Seller to permit any inspection, or to disclose any information, that in Seller’s reasonable judgment is reasonably likely to (a) result in the waiver of any attorney-client privilege, the disclosure of any trade secrets or the violation of any Applicable Law, including antitrust laws and Gaming Laws, or (b) violate any of Seller’s obligations with respect to confidentiality if Seller shall have used commercially reasonable efforts to obtain the consent to such inspection or disclosure of the affected third party. Seller shall not be required to take any action pursuant to this Section 6.4 beyond commercially reasonable efforts or that would unreasonably withheld or delayed, include disrupt its normal operations. The confidentiality of all such documents and information furnished in connection with the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information transactions contemplated by this Agreement shall be provided subject to governed by the provisions terms of the Confidentiality Agreement. In additionPrior to entering the Property to perform any tests and assessments or for any other reason permitted hereunder and, notwithstanding thereafter, Purchaser shall maintain a policy of comprehensive public liability insurance in an amount not less than $1.0 million naming Seller as an additional primary insured, insuring against any provision and all Liabilities for damages to property or injury or death to persons arising out of the Confidentiality Agreement entry onto the Property of all persons and property on Purchaser’s behalf. Such insurance policy shall be with a nationally recognized insurance company reasonably acceptable to Seller and shall provide that it may not be terminated without providing Seller at least thirty (30) days written notice. Prior to Purchaser’s entry onto the Property, Purchaser shall deliver to Seller a certificate of insurance evidencing the insurance policy required by this Section 6.4. Notwithstanding anything herein to the contrary, Buyer shallPurchaser and Seller agree that in the event any proprietary information or knowledge relating to an Excluded Asset is obtained, revealed or otherwise made known to Purchaser, Purchaser shall not reveal, disclose, employ or otherwise use any such proprietary information and will hold such information in confidence in accordance with the prior consent Confidentiality Agreement. No information or knowledge obtained in any investigation pursuant to this Section 6.4 shall affect or be deemed to modify the obligations of the Company, which consent shall not be unreasonably withheld or delayed, have Parties to consummate the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellerstransactions contemplated herein.

Access. (ai) Subject to applicable Law, During the period from and after the date hereof until the Closing Dateearlier of the Effective Time and the termination of this Agreement pursuant to Article VII, Sellers and subject to Applicable Laws and the Confidentiality Agreement, MUSA shall (iA) shall give Buyer Parent, its counsel, financial advisors, auditors and its Representatives other authorized representatives reasonable access during normal business hours and upon reasonable notice to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company MUSA and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall notsubsidiaries (including, without limitation, all documentation with respect to all required Environmental Permits of MUSA and its subsidiaries and access to any offices, properties, books, records and any other information reasonably requested by Parent regarding the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwatercompliance by MUSA and its subsidiaries with occupational safety and health laws and regulations), (iiB) shall furnish to Buyer Parent, its counsel, financial advisors, auditors and its Representatives other authorized representatives to the extent reasonably available such financial, financial and operating and property related data and other information as such persons Persons may reasonably requestrequest (including, and to the extent reasonably practicable, furnishing to Parent MUSA’s financial results in advance of filing any MUSA SEC Documents containing such financial results), (iiiC) shall instruct the Company's employees, counsel, financial advisors, auditors and other authorized representatives of MUSA and its Subsidiaries' employees, counsel and financial advisors subsidiaries to cooperate reasonably in all reasonable respects with Buyer Parent in its investigation of the business of the Company MUSA and its Subsidiaries. All such subsidiaries and (D) promptly advise Parent orally and in writing of any fact or circumstance reasonably likely to have a Material Adverse Effect on MUSA; provided that information provided to Parent and its representatives pursuant to this Section 5.3(d)(i) shall be provided subject to the provisions of the Confidentiality Agreement. In addition; provided, notwithstanding further, that (1) any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to this Section 7.4(b)(ii5.3(d)(i) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so such manner as not to interfere unreasonably with the use conduct of the Acquired Real Property business of MUSA and its subsidiaries; (2) neither MUSA nor any of its subsidiaries shall be required to prepare special records, reports, analyses or other information that they do not prepare in the ordinary course of business, unless such preparation would not impose an unreasonable burden; and (3) neither MUSA nor any of its subsidiaries shall be required to take any action that would constitute a waiver of the attorney-client privilege. No information or knowledge obtained by SellersParent in any investigation pursuant to this Section 5.3(d)(i) shall affect or be deemed to modify any representation or warranty made by MUSA hereunder.

Access. (a) Subject to the provisions of the Confidentiality Agreement and to applicable LawLegal Requirements (including any restrictions on information sharing or pre-merger coordination under the HSR Act), during the period from the date hereof until of this Agreement through the earlier of the Closing DateDate and the termination of this Agreement in accordance with Section 7 (the “Pre-Closing Period”), Sellers Seller will, after receiving reasonable advance notice from Purchaser, subject to reasonably appropriate accommodations or limitations (iincluding any limitations as may then be in effect in accordance with applicable COVID-19 Measures) shall in light of the COVID-19 pandemic, give Buyer and its Representatives Purchaser reasonable access (during normal business hours hours) to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records to the extent related to the Specified Assets (excluding any information regarding employees, consultants or independent contractors of Seller or any of its Subsidiaries), and will provide Purchaser with such information regarding the Specified Assets and any other matters germane to the subject matter of this Agreement and the Ancillary Agreements as Purchaser may reasonably request for the sole purposes of enabling Purchaser to prepare for the receipt of the Company and its SubsidiariesSpecified Assets; provided, however, that Buyer's inspection of Sellers' properties shall not, Purchaser will not (without the consent of the CompanySeller’s approval, which consent shall not be unreasonably withheld withheld, conditioned or delayed) contact or otherwise communicate with any of the employees, include the environmental sampling consultants or independent contractors of any environmental media, including air, soil, surface water Seller or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees; and provided further that any such access shall be conducted at Purchaser’s expense, counsel under the supervision of appropriate personnel of Seller and financial advisors in such a manner as to cooperate reasonably maintain the confidentiality of this Agreement and the transactions contemplated hereby in accordance with Buyer in its investigation the terms hereof and not to interfere with the normal operation of the business of the Company Seller and its Subsidiaries. All such The access and information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, in accordance with the prior consent of the Company, which consent this Section 4.1 shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver way diminish or otherwise affect any representation, warranty of the representations or other agreement given warranties of Seller hereunder or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study Purchaser’s right to indemnification pursuant to Section 7.4(b)(ii8 in respect of any breach thereof. Nothing herein shall require Seller to disclose any information to Purchaser if such disclosure would, in Seller’s sole discretion (a) jeopardize any attorney-client or Section 7.4(b)(iii), shall be conducted in the presence of Sellers other legal privilege or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers.(b) contravene any

Access. (a) Subject to applicable Law, from From and after the date hereof Signing Date and until the Closing Date, Sellers but subject to the succeeding sentence, Seller shall provide Purchaser access (during Seller’s regular business hours and to the extent it does not unreasonably interfere with Seller’s operations) to the Properties that it operates, and Seller shall use Commercially Reasonable Efforts to obtain permission for Purchaser to gain access to the Properties that are operated by Third Parties, to conduct a visual inspection of the same subject to the following conditions, it being agreed that Purchaser and its Representatives may not conduct any Invasive Activities and may not operate any equipment or machinery in the course of such inspection. Such inspection may include extended and overnight access to the Properties operated by Seller to allow Purchaser and its Representatives to observe and fully understand Seller’s operations with respect thereto. Such inspection shall be (a) conducted in accordance with the terms of the Confidentiality Agreement, (b) subject to any boarding agreements or releases or other agreements required by any Third Party operator of the Properties, (c) only for the purpose of effecting the transactions contemplated by this Agreement, and (d) subject at all times to Purchaser’s and its Representatives’ compliance with Seller’s (or the applicable Third Party operator’s) applicable policies and procedures, including Seller’s (or the applicable Third Party operator’s) code of conduct, digital security, health, safety, security and environmental policies and procedures, in each case to the extent Purchaser and/or its Representatives were made aware of such policies and procedures prior to or upon such access. If, at any time, Seller believes in good faith that Purchaser or any of its Representatives have not complied with Seller’s (or the applicable Third Party operator’s) applicable policies and procedures, then Seller may immediately terminate Purchaser’s and its Representatives’ access to the Properties. Purchaser shall be responsible for arranging, at its own cost, transportation to and from any such Properties. From and after the Signing Date and until the Closing Date, Seller shall make available to Purchaser and its Representatives, at reasonable times (which may be outside of normal business hours, such as evening hours and on weekends, if approved by Seller) and at their current locations (or such other locations as Seller designates) upon reasonable notice, for examination and copying, all Records insofar as the same are in possession or control of Seller or its Affiliates (other than Affiliates to the extent they are subject to the Federal Energy Regulatory Commission’s affiliate standards of conduct); provided, that Seller may restrict access and provision of information to the extent it reasonably believes necessary to (i) comply with existing confidentiality obligations owed to Third Parties (provided further that Seller shall give Buyer and use its Representatives reasonable access during normal business hours Commercially Reasonable Efforts to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling secure waivers of any environmental media, including air, soil, surface water or groundwatersuch confidentiality obligations), (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data ensure compliance with antitrust and other information as such persons reasonably requestLaws, and (iii) shall instruct preserve the Company's secrecy of confidential information to the extent not related to the Properties and its Subsidiaries' employees(iv) preserve a valid legal privilege relating to existing or anticipated Third Party Claims. Prior to Closing, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided that is produced by Seller or accessed by Purchaser under Section 4.1 or this Section 5.1 is subject to the provisions confidentiality obligation under Section 17.4. To the fullest extent permitted by Law, Purchaser (on behalf of Purchaser Group and their successors and assigns) shall indemnify, defend and hold harmless Seller Group, the other owners of interests in the Properties and their respective officers, directors, managers, employees, agents and representatives, from any and all Claims (including those for (1) any injury, illness or death of any Persons including Third Parties, Purchaser Group, Seller Group or their respective Representatives; (2) damage to property (including damage to property of Third Parties, Seller Group, Purchaser Group or their respective Representatives); and (3) damage to natural resources or environmental damage to or associated with the Properties) to the extent such Claims are caused by, arise out of or result from the activities of Purchaser Group or its Representatives in connection with any site visit or physical inspection of the Properties, even if such indemnified event is caused by, arises out of or results from the active or passive, sole, concurrent or comparative negligence, strict liability, breach of duty (statutory or otherwise), violation of Law or other fault of the aforesaid indemnified Persons, or any pre-existing defect, but excluding any Claims caused by or resulting from (i) the gross negligence or willful misconduct of any such indemnified Persons or (ii) the discovery or disclosure by Purchaser or its Representatives (except in breach of the Confidentiality Agreement. In addition, notwithstanding ) of any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders condition with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's requestProperties (or, in any the case of Contracts or data, the existing contents of such negotiations. It is acknowledged and understood that no investigation by Buyer Contract or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Propertydata), including any inspection Adverse Condition or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersTitle Defect.

Access. (a) Subject to applicable Law, from the date hereof until the Closing Date, Sellers (i) The Seller shall give Buyer and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records permit representatives of the Company and its Subsidiaries; provided, however, that Buyer's inspection of Sellers' properties shall not, without the consent of the Company, which consent shall not be unreasonably withheld or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish Buyer to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably requesthave access at all reasonable times, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted manner so as not to interfere unreasonably with the use normal business operations of the Seller, to the properties, personnel, books, records (including Tax records), contracts, and documents of or pertaining to the Acquired Real Property Assets and shall furnish the Buyer with copies of such documents and instruments and with such information with respect to the Acquired Assets as the Buyer may from time-to-time request. No investigation by Sellersthe Buyer shall affect in any manner the representations and warranties made by the Seller in this Agreement, nor any other certificate or agreement furnished or to be furnished by the Seller to the Buyer or its representatives in connection herewith or pursuant hereto, and the right of the Buyer to rely on them. The Seller shall use its reasonable best efforts to keep the Buyer informed as to PRO 140 and Pre-Commercial Product and to advise the Buyer of all material matters pertaining to PRO 140 and Pre-Commercial Product prior to the Closing. The Buyer shall use its best efforts to keep the Seller fully informed as to Buyer’s affairs related to PRO 140 and Pre-Commercial Product and advise the Seller of all material matters the Buyer learns related to PRO 140 and Pre-Commercial Product pertaining to the Seller prior to the Closing to the extent such disclosure is permitted under Applicable Law. No investigation by the Seller of Buyer shall affect in any manner the representations and warranties made by the Buyer in this Agreement, nor any other certificate or agreement furnished or to be furnished by the Buyer to the Seller or its representatives in connection herewith or pursuant hereto, and the right of the Seller to rely on them, except to the extent the Seller has actual knowledge of the inaccuracy of any such representation or warranty.

Access. (a) Subject to applicable Law, During the period from the date hereof until of this Agreement to the earlier of the Closing Dateand the date that this Agreement is terminated in accordance with its terms, Sellers (i) Seller shall give grant to Buyer or cause to be granted to Buyer and its Representatives authorized representatives reasonable access access, during normal business hours and upon reasonable notice, to the officespersonnel, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of the Company Seller and its SubsidiariesSubsidiaries that are in the possession of Seller and its Subsidiaries to the extent relating to the transition of the Business to Buyer (and Seller shall use its commercially reasonable efforts to cooperate with Buyer in connection therewith); provided that such access does not unreasonably interfere with the normal operations of Seller or its Subsidiaries or the Business; provided further that all requests for access shall be directed to Xxxxx Xxxxx or such other Person as Seller may designate in writing from time to time (the “Designated Contacts”); and provided, however, that Buyer's inspection nothing herein shall require Seller to provide access or to disclose any information to Buyer if such access or disclosure (i) would cause significant competitive harm to Seller or its Subsidiaries if the transactions contemplated by this Agreement are not consummated or (ii) would be in violation of Sellers' properties applicable laws or regulations of any governmental entity (including the HSR Act and other anti-competition laws) or the provisions of any agreement to which Seller or any of its Subsidiaries is a party. Other than the Designated Contacts, Buyer is not authorized to and shall notnot (and shall cause its employees, agents, representatives and Affiliates not to) contact any officer, director, Employee, independent contractor, customer, supplier, distributor, joint-venturer, co-packer, broker, or other material business relation of Seller or any of its Subsidiaries prior to the Closing without the prior written consent of the Company, Seller (which consent shall will not be unreasonably withheld withheld, conditioned or delayed, include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) shall instruct the Company's and its Subsidiaries' employees, counsel and financial advisors to cooperate reasonably with Buyer in its investigation of the business of the Company and its Subsidiaries. All such information ); provided that Seller shall be provided subject to the provisions of the Confidentiality Agreement. In addition, notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be unreasonably withheld or delayed, have the right to contact and negotiate directly with Seller's joint venturers and other partners, parties to the Assumed Contracts and lenders with respect to any Acquired Assets or Assumed Liabilities. The Company shall have the right permitted to participate in all discussions and meetings with such negotiations Persons and agrees to cooperate with Buyer, at Buyer's request, in review and comment promptly on any written communications to such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by SellersPersons.