Common use of Access Clause in Contracts

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 (and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable access during normal business hours to the offices, 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 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information shall be 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 extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such records.

Access. Buyer agrees that, following From and after the Effective Date through the Closing, and subject (i) Buyer, personally or through its authorized agent or representatives (“Buyer’s Representatives”), shall be entitled, upon reasonable advance notice to Applicable Law and except as may be necessary Seller, to protect any applicable legal privilege, it shall (and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable access 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, books heating and records relating air conditioning systems) to facilitate Buyer’s testing and investigations thereof. Buyer shall have the Assets or any operations relating thereto for any right to conduct a Phase I environmental site assessment, and, if necessary, but only with the prior written consent of Seller, a Phase II environmental site assessment (including soils borings, soil sampling and, if relevant, ground water testing, and all periods prior to and including the Closing Date as Sellers and their Representatives may reasonably request and to make copies invasive sampling of the same in connection with (a) the preparation of Tax Returns or information returns, (b) reports or other obligations by Sellers to Governmental Authorities, (c) building materials with respect to the administration Property). Buyer’s and Buyer’s Representatives’ investigations and inspections shall: (i) not unreasonably interfere with the operation and maintenance of the Excluded Assets or Excluded Liabilities, Property; (dii) with respect to the administration not damage any part of the Bankruptcy CasesProperty; (iii) not injure or otherwise cause bodily harm to Seller, (e) pursuingits agents, prosecuting contractors, sublessees and employees or commencing litigation on account of or relating to Excluded Assetsany Tenant, including avoidance actionstheir agents, (f) objecting to proofs of claims or administrative expense claimscontractors, (g) preparing the Final Settlement Statement sublessees and any other matters contemplated by Section 2.06 employees; and (hiv) not unreasonably interfere with any final determination 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 audit accident arising in connection with the presence of Buyer or examination, Proceeding Buyer’s Representatives on the Property. Buyer shall not perform any invasive tests or determination; provided, however, that all such information shall be held in confidence by Sellers, their Affiliates and their respective Representatives and may not be disclosed to any other Person inspections of the Property without the written consent of BuyerSeller, except not to be unreasonably withheld or delayed. Seller reserves the extent reasonably required in connection with the foregoing clauses (a)-(h) right for itself and its representatives to be present for any inspection or as otherwise expressly contemplated by this Agreementtest. 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 shall cause its Subsidiaries to) preserve all such books Seller’s agents, advisors, partners, members, owners, officers and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiariesdirectors, as applicablethe case may be) may dispose harmless from any and all liens, claims, causes of such recordsaction, 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 discovery of pre-existing conditions disclosed by Buyer’s investigations. Notwithstanding any other provision in this Agreement to the contrary, this indemnification shall survive the termination of or Closing under this Agreement.

Access. (a) Subject to applicable Law, from the date hereof until the Closing Date, Sellers (i) shall give 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 (and shall cause its Subsidiaries to) give to Sellers and 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 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 Company and any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determinationits Subsidiaries; provided, however, that all 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 held in confidence by Sellersprovided subject to the provisions of the Confidentiality Agreement. In addition, their Affiliates and their respective Representatives and may notwithstanding any provision of the Confidentiality Agreement to the contrary, Buyer shall, with the prior consent of the Company, which consent shall not be disclosed 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 other Person without the written consent of Buyer, except to the extent reasonably required in connection with the foregoing clauses (a)-(h) Acquired Assets or as otherwise expressly contemplated by this AgreementAssumed Liabilities. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer The Company shall have the right to participate in such negotiations and agrees to cooperate with Buyer, at Buyer's request, in any time such negotiations. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Seller hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property, including any inspection or study pursuant to Section 7.4(b)(ii) or Section 7.4(b)(iii), shall be conducted in the presence of Sellers or its Representatives. All inspections shall be conducted so as not to interfere unreasonably with the use of the Acquired Real Property by Sellers. (b) From and after the second Closing Date, Sellers shall give Buyer and Buyer's Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, officers, employees, books and records of Sellers pertaining to the Business, and Sellers shall cause their Representatives to furnish to Buyer such financial, technical, operating and other information pertaining to the Business as Buyer's Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Sellers shall, and shall cause each of their Affiliates to, cooperate with Buyer as may reasonably be requested by Buyer for purposes of (2ndi) anniversary enabling an independent accounting firm selected by Buyer to conduct an audit of the Business, including access to the Company's independent auditors' working papers pertaining to the Business or the Assets; (ii) undertaking, with the consent of the Company, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Acquired Assets including any environmental assessment; and (iii) undertaking any study relating to Sellers' compliance with Laws, including Environmental Laws; and the Company acknowledges that information or access may be requested and used for such purpose. (c) From and after the Closing Date Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to request in writing the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers take retain any Liabilities with respect to such records anditems, if the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers do not agree to take as may reasonably be requested by Sellers for such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordspurposes.

Access. Buyer agrees that(a) Prior to March 31, following 1997, Purchaser may, through its employees, agents and representatives, make or cause to be made such investigation of Seller, its Records and the Closing, and subject to Applicable Law and except Business as may be Purchaser deems necessary to protect any applicable legal privilege, it shall (or advisable and shall cause have full access to the auditors and attorneys of Seller. Seller shall permit Purchaser and its Subsidiaries to) give employees, agents and representatives, on reasonable notice, to Sellers and their Representatives reasonable have access during normal business hours to the officesits premises, books personnel and records relating Records. Seller shall cooperate to the Assets or any operations relating thereto for any provide access to its Customers, suppliers, lenders and all periods prior to and including the Closing Date such other parties as Sellers and their Representatives Purchaser may reasonably request request. Seller shall, and shall cause its officers, attorneys and accountants to, furnish Purchaser with such financial and operating data and other information as Purchaser from time to make copies time shall reasonably request, including, but not limited to, Seller's balance sheets for the Business as of December 31, 1995 and September 30, 1996. No investigation by Purchaser shall in any way affect or otherwise diminish the same in connection with (a) the preparation representations, warranties and covenants 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determinationSeller hereunder; provided, however, that Purchaser shall advise Seller as soon as practicable after it obtains knowledge of any breach or nonperformance of the representations, warranties or covenants of Seller. (b) Purchaser will hold, and will cause its authorized representatives (including its investors and lending institutions) to hold, in strict confidence, unless compelled to disclose by judicial or administrative process or official request or by other requirements of law, all such documents and information shall be held concerning Seller and the Business furnished to Purchaser in confidence connection with the transactions contemplated by Sellers, their Affiliates and their respective Representatives and may not be disclosed to any other Person without the written consent of Buyer, this Agreement (except to the extent reasonably required that such information can be shown to have been (i) previously known by Purchaser, (ii) in the public domain through no fault of Purchaser, or (iii) later lawfully acquired by Purchaser from other sources) and will not release or disclose such information to any other Person, except its auditors, attorneys, financial advisors and other consultants and advisors and lending institutions (including banks) in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer , it being understood that such Persons shall (be informed by such party of the confidential nature of such information and shall cause its Subsidiaries to) preserve all be directed by such books party and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have agreed to treat such information as confidential. In the right at event that the transactions contemplated herein are not consummated for any time after reason, Purchaser will, upon request by Seller, promptly return to Seller all copies of any Schedules, statements, documents or other written information obtained in connection herewith, without retaining any copies or summaries thereof, and shall maintain such confidence except to the second (2nd) anniversary extent such information comes into the public domain through no fault of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsPurchaser.

Access. Buyer agrees that, following Prior to the Closing, and subject the Corporation shall afford to Applicable Law and except as may be necessary to protect any applicable legal privilege, it shall the Buyer (and shall cause its Subsidiaries to) give to Sellers officers, attorneys, accountants and their Representatives other authorized representatives), upon reasonable notice, free and full access during normal usual business hours to the its relevant offices, personnel, 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 Assets and the business and operations of the Schools by the Corporation, provided that such investigation shall not unreasonably interfere with the Corporation's operations. The scope of the investigation will include, but not be limited to, a verification of the Corporation's Financial Statements and a review of the Corporation's control procedures, regulatory compliance relating to the Assets or any operations Schools, the Schools Facility, and material contracts and litigation 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 Schools. Duly authorized representatives of the same in connection Buyer shall also be entitled to discuss 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 officers of the Excluded Assets or Excluded LiabilitiesCorporation, (d) with respect to the administration its counsel, employees and independent public accountants, all of the Bankruptcy Casesits books, (e) pursuingrecords and other corporate documents, prosecuting or commencing litigation on account of or relating to Excluded Assetscontracts, including avoidance actionspricing and service policies, (f) objecting to proofs of claims or administrative expense claims, (g) preparing the Final Settlement Statement commitments and any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information shall be 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 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 such other persons, copies of all materials relating to the business affairs, operations, Facility, Assets and liabilities of the Corporation relating to the Schools which may be reasonably required requested from time to time and will cause representatives and employees of the Corporation to assist Buyer in its investigation of the 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 foregoing clauses (a)-(h) or as otherwise expressly transactions contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period Agreement or in the course of three (3) years their investigations of the Schools, whether obtained before or after the Closing; provided, however, that Buyer date of this Agreement (the "Evaluation Material") shall have be used only in connection with this Agreement and the right at any time after the second (2nd) anniversary subsequent operation of the Closing Date to request in writing Schools, and each of Buyer and EMI shall assure that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt all Evaluation Material will be otherwise kept strictly confidential by each of them and the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsBuyer's Representatives.

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 (and shall cause its Subsidiaries to) Seller will give to Sellers Buyer and their Representatives Buyer's representatives reasonable access during normal business hours to the officesSeller's properties, books books, records, and records relating personnel files related solely to the Assets or any operations relating thereto for any Operations, and all periods prior to and including the Closing Date as Sellers and their Representatives may reasonably request and 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, provided, that no such access shall be requested or required to be given at any time or in any manner which interferes with the same in connection with (a) normal conduct of Seller's business. All such documents, data, and other materials are confidential and Buyer shall not release them to anyone except its employees and agents, and then only for the preparation purposes 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determinationthis transaction; provided, however, that all any such information documents, data, or other materials shall be held in confidence by Sellers, their Affiliates and their respective Representatives and may not be disclosed to any other Person without the written consent deemed confidential for purposes of Buyer, except this paragraph to the extent reasonably required 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 otherwise through no fault of Buyer or its representatives, (3) may be shown by Buyer to have been contained in connection a writing in its possession at the 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 rights of, or obligations to, Seller. Such examination and investigation by Buyer shall not operate as a waiver of, or limit in any way, the foregoing clauses (a)-(h) or as otherwise expressly warranties and representations of Seller hereunder. If for any reason the transactions contemplated by this Agreement. Agreement are not consummated, then upon Seller's written request Buyer shall return to Seller (and shall cause not thereafter use in its Subsidiaries toown business or otherwise, or disclose the contents of) preserve all such books documents, data and records for a period of three (3) years after the Closing; provided, however, that other materials respecting Seller's business furnished to or obtained by Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsrepresentatives from Seller or its representatives.

Access. Buyer agrees that, following Prior to the Closing, and subject to Applicable Law and except as may be necessary to protect any applicable legal privilegethe Companies shall, it shall (and shall cause its their respective Subsidiaries to) , give to Sellers VANTAS and its respective officers, employees, representatives, counsel financing sources and accountants and their Representatives reasonable access respective counsel, auditors and authorized representatives full access, during normal business hours and upon reasonable notice, to the officespersonnel, books properties, financial statements, contracts, books, records, working papers and records relating to other relevant information pertaining thereto each of the Assets or any operations relating thereto for any and all periods prior to and including the Closing Date as Sellers Companies and their Representatives may reasonably respective Subsidiaries and shall request and use commercially reasonable efforts to make copies cause their respective employees, counsel, auditors and financial advisors to cooperate with VANTAS in their preparation of the same any rating agency presentation materials, private placement prospectus or offering memorandum, syndication book or similar marketing materials ("Financing Materials") in connection with (a) a transaction to sell securities of HQ in connection with the preparation 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 Tax Returns the businesses of each of the Companies and their respective Subsidiaries on a consolidated basis, including by furnishing copies of data or information returnspertaining to the businesses of the Companies and their respective Subsidiaries for purposes of due diligence or, (b) reports with the prior written approval of CarrAmerica, which approval will not be reasonably withheld, for inclusion in any Financing Materials in connection with a transaction to sell securities of HQ in connection with the HQ Merger or obtain 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, the Companies shall, and shall cause their respective Subsidiaries, officers and employees to, furnish to VANTAS and its respective officers, employees, representatives, counsel and accountants such financial, tax and operating data and other obligations by Sellers to Governmental Authorities, (c) information with respect to the administration business, properties and assets of each of the Excluded Assets Companies and their respective Subsidiaries as VANTAS or Excluded Liabilitiesany such person shall from time to time reasonably request, (d) and the Companies shall, and shall cause their respective Subsidiaries, directors, officers and employees to, cooperate with, and the Companies shall request their respective independent public accountants and independent legal counsel to cooperate with, VANTAS and its respective officers, employees, representatives, counsel and accountants so as to enable VANTAS to be kept fully informed with respect to the administration business, assets, financial condition, results of operations and prospects 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information shall be 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 extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsCompanies.

Access. Buyer agrees that, following Patheon shall provide the Closing, and subject to Applicable Law and except as may be necessary to protect any applicable legal privilege, it shall (and shall cause its Subsidiaries to) give to Sellers and their Representatives Client with reasonable access during normal business hours at mutually agreeable times to its Manufacturing Site in which the officesProduct is manufactured, books stored, handled or shipped in order to permit the Client's verification of Patheon's compliance with the Patheon Manufacturing Responsibilities and records relating with all applicable Laws. Patheon agrees to permit the Assets or any operations relating thereto Client to review Patheon’s standard operating procedures for any and all periods prior to and including the Closing Date as Sellers and their Representatives may reasonably request and to make copies manufacture of the same Product and those associated with the general facilities, equipment, or procedures required for compliance with cGMPs or DEA requirements. For greater certainty, the right of access provided in connection with (a) this Section 7.5 shall not include a right to access or inspect Patheon’s financial records. Patheon shall [ * ] obtain the preparation of Tax Returns or information returns, (b) reports or other obligations by Sellers right for the Client to Governmental Authorities, (c) have similar inspection rights with respect to all third party suppliers used by Patheon to provide the administration Components. If deficiencies are found by the Client during the course of such inspections, the parties will promptly meet to discuss and resolve them, and the Client will be entitled to make reasonable follow up inspections to monitor correction of the Excluded Assets deficiencies. Patheon shall notify the Client of any inspections by, or Excluded Liabilitiescommunications with, (d) with respect any governmental agency involving the Product. Patheon shall furnish to the administration of the Bankruptcy CasesClient all material information supplied to, (e) pursuingor supplied by, prosecuting such regulatory Authority 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information shall be 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 third party supplier to the extent reasonably required in connection with that such report relates to Product, or the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all ability of Patheon to supply such books and records for a period of Product, within three (3) years after Business Days of their receipt of such information or delivery of such information, as the Closing; provided, however, that Buyer shall have the right at case may be. Patheon will promptly correct any time after the second (2nd) anniversary of the Closing Date to request deficiencies noted by governmental agencies in writing that Sellers take any such records andinspections. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the requestMARKED BY BRACKETS, Buyer (or its SubsidiariesHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, as applicable) may dispose of such recordsAS AMENDED.

Access. Buyer agrees that(a) During the Pre-Closing Period, following the ClosingPurchaser will have the right to conduct, during normal business hours and upon reasonable prior notice, such inspections as it may reasonably require for purposes of obtaining the Financing, obtaining requisite Consents and Governmental Approvals, monitoring the business and affairs of the Company and otherwise completing the transactions contemplated hereby with respect to the Company and its business, including all operational, legal, regulatory and financial matters relating to the Company and its business. During the Pre-Closing Period, the Company shall permit the Purchaser and its representatives to (i) inspect all of the foregoing, (ii) have reasonable access to the officers and employees of the Company with the prior written consent of Seller (which discussions shall not be deemed by the Company to be a violation of any confidentiality agreement) and (iii) request additional information concerning all of the foregoing, and the Company will, and will use commercially reasonable efforts to cause such officers, employees and other Persons to, reasonably cooperate with such inspections, and promptly respond to any requests for additional information. All of the requirements of this Section 6.2(a) shall be subject to: (A) any prohibitions or limitations of applicable Law, (B) the terms of any Contract entered into prior to Applicable Law the date hereof to which Seller or the Company is a party to the extent compliance with this Section 6.2(a) would reasonably be expected to violate the terms of such Contract (it being agreed that the Seller and except as may be the Company shall use its reasonable efforts to comply with this Section 6.2(a) in a manner that does not cause such violation or prohibition) and (C) any restrictions which the Company reasonably believes upon the advice of outside counsel are necessary to protect any applicable legal privilegepreserve the attorney-client privilege of the Company. (b) During the Pre-Closing Period, the Company will have the right to conduct, during normal business hours and upon reasonable prior notice, such inspections as it may reasonably require for purposes of obtaining requisite Consents and Governmental Approvals, monitoring the business and affairs of Parent and otherwise completing the transactions contemplated hereby with respect to the Parent Companies and their respective businesses, including all operational, legal, regulatory and financial matters relating to the Parent Companies and their respective businesses. During the Pre-Closing Period, Parent shall (and shall cause its Subsidiaries to, permit the Company and its representatives to (i) give to Sellers and their Representatives inspect all of the foregoing, (ii) have reasonable access during normal business hours to the offices, books officers and records relating to employees of such entity with 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 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information shall be 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 extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (Parent or its Subsidiaries, as applicableapplicable (which discussions shall not be deemed by Parent or the Purchaser to be a violation of any confidentiality agreement) may dispose and (iii) request additional information concerning all of the foregoing, and Parent shall, and shall use commercially reasonable efforts to cause such officers, employees and other Persons to, reasonably cooperate with such inspections, and promptly respond to any requests for additional information hereunder. All of the requirements of this Section 6.2(b) shall be subject to: (A) any prohibitions or limitations of applicable Law, (B) the terms of any Contract entered into prior to the date hereof to which any Parent Company is a party to the extent compliance with this Section 6.2(b) would reasonably be expected to violate the terms of such recordsContract (it being agreed that Parent and the Purchaser shall use their reasonable efforts to comply with this Section 6.2(b) in a manner that does not cause such violation or prohibition) and (C) any restrictions which Parent reasonably believes upon the advice of outside counsel are necessary to preserve the attorney-client privilege of any Purchaser Company.

Access. Buyer agrees that(a) From and after the Execution Date until Closing or termination of this Agreement, following Seller shall, or shall cause the Closing, and subject Companies to Applicable Law and except as may be necessary afford to protect any applicable legal privilege, it shall Purchaser (and shall cause any of its Subsidiaries to) give to Sellers and their Representatives officers, employees, agents, accountants, attorneys, investment bankers, landmen, consultants or other designated representatives (collectively, “Purchaser’s Representatives”)), reasonable access during normal business hours to the officesCompanies’ and, to the extent related to the Companies or the Company Assets, Seller’s, books and records relating (including the Company Records), in each case, in the possession or control of the Companies or their Affiliates, and, solely for the purpose of Purchaser’s due diligence investigation of the Company Assets, but only to the Assets extent that Seller or the Companies, as applicable, may do so without violating any operations relating thereto for confidentiality or other obligations to any and all periods prior third Person or waiving any right to and including the Closing Date as Sellers and their Representatives may reasonably any legal privilege (provided that Seller shall use commercially reasonable efforts to request and obtain any consents or waivers necessary for Purchaser and Purchaser’s Representatives to make copies gain such access, provided, further, that Seller shall not be obligated to expend any monies or incur any Damages). Seller shall use its commercially reasonable efforts to provide Purchaser and/or Purchaser’s Representatives with reasonable access to the representatives of Ridgewood for the purposes of Purchaser’s due diligence investigation of the same Company Assets. All access by Purchaser shall be limited to Seller’s or the Companies’ or Ridgewood’s normal business hours, and Purchaser’s review shall be conducted in connection a manner that minimizes interference with (a) the preparation of Tax Returns Seller’s or information returns, its Affiliates’ or Ridgewood’s businesses. (b) reports Purchaser acknowledges that (i) neither Seller nor the Companies are able to provide physical access to the Company Assets and (ii) Seller and its Affiliates cannot cause Ridgewood to have discussions with Purchaser or Purchaser’s Representatives. Notwithstanding the foregoing, Seller shall use commercially reasonable efforts to provide Purchaser access to the Company Assets, and Purchaser acknowledges that it may be required to enter into indemnity, bonding or other obligations by Sellers similar agreements with the applicable operator of any Company Assets. All inspections pursuant to Governmental Authoritiesthis Section 6.1 shall (subject to Section 6.2(b)) be conducted at Purchaser’s sole cost, (c) with respect to the administration of the Excluded Assets or Excluded Liabilitiesrisk and expense, (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 any other matters contemplated conclusions made from any such investigation done by Section 2.06 Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information shall be held in confidence by Sellers, their Affiliates and their respective Representatives and may not be disclosed judgment. Purchaser agrees to any other Person without the written consent of Buyer, except to the extent reasonably required in connection comply with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall to cause Purchaser’s Representatives to comply with) the rules, regulations and instructions issued by Seller and its Subsidiaries to) preserve all such books and records for a period of three (3) years after Affiliates, the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (Companies or its SubsidiariesRidgewood, as applicable, regarding the actions of Purchaser (and Purchaser’s Representatives) may dispose of such recordsin conducting any inspection pursuant to this Section 6.1.

Access. Buyer agrees that(a) Subject to compliance with applicable Laws (including any Public Health Measures), following each party shall afford to the Closing, other party and subject to Applicable Law and except as may be necessary to protect any applicable legal privilege, it shall (and shall cause its Subsidiaries to) give to Sellers 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 such party’s and its Subsidiaries’ officers, employees, properties, assets, equipment, inventory, operating sites, Contracts, commitments, books and records relating records, other than any such matters that relate to the Assets negotiation and execution of this Agreement. The foregoing notwithstanding, a party shall not be required to afford such access if it would unreasonably disrupt the operations of such party or any operations relating thereto of its Subsidiaries, would cause a violation of any agreement to which such party or any of its Subsidiaries is a party, would, in the reasonable judgment of such party, result in a loss of privilege or trade secret protection to such party or any of its Subsidiaries or would constitute a violation of any applicable Laws, including any Public Health Measures (provided, that in each case such party shall use its reasonable best efforts to allow for any and all periods prior to and including the Closing Date as Sellers and their Representatives may reasonably request and such access or to make copies available reasonable and appropriate substitute disclosure arrangements in a way that would not have any of the 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 foregoing effects). Subject to the administration foregoing restrictions, each party shall be permitted to conduct reasonable inspections, assessments and testing of the Excluded Assets or Excluded Liabilitiesother party’s properties, (d) with respect to the administration of the Bankruptcy Casesassets, (e) pursuingequipment, 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 inventory and any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determinationoperating sites; provided, however, that all such information nothing herein shall be held in confidence by Sellersauthorize any party or its Representative to undertake any testing involving invasive techniques, their Affiliates and their respective Representatives and may not be disclosed to including testing involving sampling of soil, sediment, groundwater, surface water, air or building materials, at any of the other Person party’s or its Subsidiary’s properties, without the prior written consent of Buyersuch other party and provided, except further, that no such investigation shall affect any representation or warranty given by either party hereunder. (b) Each party hereby agrees that all information provided to the extent reasonably required it or any of its Representatives in connection with this Agreement and the foregoing clauses (a)-(h) or as otherwise expressly consummation of the transactions contemplated by this Agreement. Buyer Agreement shall (be deemed to be Evaluation Material, as such term is used in, and shall cause its Subsidiaries to) preserve all such books be treated in accordance with, the confidentiality agreement, dated as of June 28, 2023, between the Company and records for a period of three Parent (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such records“Confidentiality Agreement”).

Access. Buyer agrees thatLandlord or Landlord’s agents shall have the right to enter the Premises at all reasonable times and, following except in the Closingcase of emergency, on not less than forty-eight (48) hours prior written notice to Tenant, to examine the same and subject to Applicable Law and except as may be necessary show them to protect any applicable legal privilegeprospective purchasers of the building, it shall (and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable access during normal business hours to the offices, 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 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 connection with (a) whole or in part and the preparation Rent reserved shall in no way ▇▇▇▇▇ while said repairs, alterations, improvements, or additions are being made, by reason of Tax Returns loss or information returnsinterruption of business of Tenant, (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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determinationotherwise; provided, however, that all Landlord diligently pursues such information shall be held in confidence by Sellersrepairs, their Affiliates and their respective Representatives and may not be disclosed to any other Person without alterations, improvements or additions. During the written consent of Buyer, except six (6) month period prior to the extent reasonably required in connection with expiration of the foregoing clauses (a)-(h) term of this Lease or as otherwise expressly contemplated by any renewal term, unless Tenant shall have exercised its then right to renew the term of this AgreementLease, Landlord may exhibit the Premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; providedNothing herein contained, however, that Buyer shall have be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the right at any time after the second (2nd) anniversary care, maintenance, or repair of the Closing Date Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to request any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in writing that Sellers take any accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records andor other information when access to the Premises by Landlord is permitted hereunder, if Sellers do not agree to take such records within ninety (90) Business Days after receipt and Landlord shall be accompanied by an agent or employee of Tenant when entering the request, Buyer (or its Subsidiaries, as applicable) may dispose Premises in accordance with the terms of such recordsthis Lease.

Access. Buyer agrees that, following Prior to the Closing, and subject to Applicable Law and except as may be necessary to protect any applicable legal privilegethe Company shall, it shall (and shall cause its Subsidiaries to) , give to Sellers RSI and VANTAS and their 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, books properties, financial statements, contracts, books, records, working papers and records relating to the Assets or any operations relating other relevant information pertaining 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 same Company and its Subsidiaries and shall request, and shall use commercially reasonable efforts to cause, its employees, counsel, auditors and financial advisors to cooperate with RSI and VANTAS in 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) a transaction to sell securities of the preparation Company in connection with the HQ Merger or obtain a credit facility to finance VANTAS's obligations pursuant to the UK Agreement and RSI's obligations pursuant to the Stock Purchase Agreement and in their investigation of Tax Returns the business of the Company and its Subsidiaries, including by furnishing copies of data or information returnspertaining to the business of the Company and its Subsidiaries on a confidential basis for purposes of due diligence or, (b) reports with the prior written approval of the Company, which approval will not be unreasonably withheld, for inclusion in any Financing Materials in connection with a transaction to sell securities of the Company in connection with the HQ Merger or obtain a bank credit facility to finance VANTAS's obligations pursuant to the UK Agreement and RSI's obligations pursuant to the Stock Purchase Agreement. Prior to the Closing, the Company shall, and shall cause its Subsidiaries, officers and employees to, furnish to RSI and VANTAS and their respective officers, employees, representatives, counsel and accountants such financial, tax and operating data and other obligations by Sellers to Governmental Authorities, (c) information with respect to the administration business, properties and assets of the Excluded Assets Company and its Subsidiaries as RSI and VANTAS or Excluded Liabilitiesany such person shall from time to time reasonably request, (d) and the Company shall, and shall cause its Subsidiaries, directors, officers and employees to, cooperate with, and the Company shall request its independent public accountants and independent legal counsel to cooperate with, RSI and VANTAS and their respective officers, employees, representatives, counsel and accountants so as to enable VANTAS to be kept fully informed with respect to the administration business, assets, financial condition, results of operations and prospects 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information shall be 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 extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsCompany.

Access. Buyer agrees thatUpon execution of this Agreement until the Closing Date, following the Closing, and subject to Applicable Law the limitations expressly set forth in this Agreement, Seller shall provide Purchaser and except as may be necessary to protect any applicable legal privilege, it shall (and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable access during normal business hours to the offices, books and records relating to the Assets operated by Seller or any operations relating thereto for any of its Affiliates and all periods prior access to and including the Closing Date as Sellers and their Representatives may reasonably request and right to make copies 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 same in connection with Assets, but only to the extent that Seller may do so without (a) the preparation of Tax Returns or information returnsviolating applicable Laws, (b) reports or other violating any obligations by Sellers to Governmental Authoritiesany Third Party, (c) with respect to the administration waiving any legal privilege of the Excluded Assets Seller, any of its Affiliates or Excluded Liabilitiesits counselors, attorneys, accountants or consultants, and (d) with respect to the administration extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that reasonably minimizes interference with the operation of the Bankruptcy Cases, (e) pursuing, prosecuting or commencing litigation on account business 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 Seller and any applicable Third Party operator. Subject to the terms of this Agreement, all investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be conducted at Purchaser’s sole cost, risk and expense and any conclusions made from any examination done by Purchaser or any of Purchaser’s Representatives shall result from Purchaser’s own independent review and judgment. Seller shall use commercially reasonable efforts (but without the obligation to incur any out-of-pocket costs, expenses, or the obligation to undertake any liability or other matters contemplated obligations to or by Section 2.06 and Seller) to (hi) obtain permission for Purchaser to gain access from any final determination Third Party to whom Seller owes obligations including to gain access to Third Party operated Assets to inspect the condition of any audit or examination, Proceeding or determinationthe same; provided, however, that all Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such information shall be held in confidence by Sellersoperator’s permission, their Affiliates and their respective Representatives and may not be disclosed (ii) obtain a waiver of confidentiality obligations owed to any other Person without the written consent of Buyer, except to the extent Third Parties or establish any necessary confidential relationships with Third Parties reasonably required in connection with to allow Purchaser to view and access the foregoing clauses Records, and (a)-(hiii) grant any access to which Seller has the authority to grant without breaching any restriction binding on Seller. Seller or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer designee shall have the right at any time after to accompany Purchaser and its Representatives whenever they are on site on the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsAssets.

Access. Buyer agrees that, following (a) From and after the Closing, and Execution Date until the Closing (or earlier termination of this Agreement but subject to Applicable Law the provisions of Section 3.4(b)) and except as may be necessary upon obtaining any required consents of Non-Parties, including Non-Party operators of the Assets (with respect to protect any applicable legal privilegewhich consents Seller shall use its commercially reasonable efforts to obtain), it Seller shall afford to Buyer and its authorized representatives (and shall cause its Subsidiaries to“Buyer’s Representatives”) give to Sellers and their Representatives reasonable access access, during normal business hours hours, to the officesAssets, 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 Records, and their Representatives may reasonably request and to make copies of the same in connection with (a) the preparation of Tax Returns or information returns, (b) reports or other obligations by Sellers to Governmental Authorities, (c) personnel knowledgeable with respect to the administration Assets (it being agreed that during Buyer’s Representatives’ access to such personnel, Seller shall have the right to have a designated representative of Seller be present), in each case, upon written notice to Seller. All investigations and due diligence conducted by Buyer or any Buyer’s Representative shall be conducted at Buyer’s sole risk, cost and expense and shall be conducted in compliance with the terms of any applicable Leases, Surface Contracts and Contracts. (b) Buyer shall abide by Seller’s and any Non-Party operator’s safety rules, regulations and operating policies while conducting its due diligence evaluation of the Excluded Assets including any environmental or Excluded Liabilitiesother inspection or assessment of the Assets. Buyer does hereby RELEASE, (d) DEFEND, INDEMNIFY and HOLD HARMLESS each of the operators of the Assets and the Seller Group from and against any and all Claims arising out of, resulting from or relating to any field visit, environmental assessment or other due diligence activity conducted by Buyer or any Buyer’s Representative with respect to the administration Assets. Such Indemnity Obligations of Buyer shall apply even if such Claims arise out of or result from the sole, joint or concurrent negligence, strict liability or other fault of any such operator or a member of the Bankruptcy CasesSeller Group; provided, (ei) pursuingas to any such operator, prosecuting or commencing litigation the aforesaid Indemnity Obligations shall not apply to any Claim to the extent actually resulting on account of the willful misconduct of any operator or relating to Excluded Assets, including avoidance actions, (f) objecting to proofs member of claims or administrative expense claims, (g) preparing the Final Settlement Statement and any other matters contemplated by Section 2.06 Seller Group and (hii) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information shall be held in confidence by Sellers, their Affiliates and their respective Representatives and may not be disclosed as to any other Person without member of the written consent of BuyerSeller Group, except the aforesaid Indemnity Obligations shall not apply to any Claim to the extent reasonably required in connection with actually resulting on account of the foregoing clauses willful misconduct of any operator or member of the Seller Group. (a)-(hc) or as otherwise expressly contemplated by this Agreement. During all periods that Buyer and/or any of the Buyer’s Representatives are on the premises of the Assets prior to Closing, Buyer shall maintain, at its sole expense and with insurers reasonably satisfactory to Seller, which shall include the insurers set forth on Schedule 3.4(c), policies of insurance of types and in amounts sufficient to cover the obligations and Liabilities of Buyer under this Section 3.4. Coverage under all insurance required to be carried by Buyer under this Section 3.4(c) will (i) be primary insurance, (ii) list the members of the Seller Group and shall cause its Subsidiaries tothe Non-Party operators as additional insureds, (iii) preserve all such books waive subrogation against the members of the Seller Group and records (iv) provide for a period not less than 15 Days prior notice to Seller in the event of three (3) years after cancellation or modification of the Closing; providedpolicy or reduction in coverage. Upon request by Seller, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose provide evidence of such recordsinsurance to Seller prior to entering the lands underlying the Assets.

Access. Buyer agrees thatBetween the date of this Agreement and the Closing Date, following the ClosingSeller shall, and subject to Applicable Law and except as may be necessary to protect any applicable legal privilege, it shall (and shall cause its Subsidiaries Subsidiaries, including each Company and each Company Subsidiary and each of their respective Representatives, to, (i) give to Sellers afford Buyer and their 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, Contracts, books and records, and other documents and data, (ii) furnish Buyer and its Representatives with copies of all such Contracts, books and records, and other documents and data as have not previously been furnished to Buyer and as Buyer may reasonably request, (iii) furnish Buyer and its Representatives 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' independent certified public accountants to permit Buyer and its independent actuaries, auditors, tax consultants and certified public accountants to examine all accounting records and working papers pertaining to the Financial Statements and Statutory Statements. No investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by Seller. Any investigation pursuant to this Section 5.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the 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 Assets disclosure of which would subject Seller, any Company or any operations relating thereto for Company Subsidiary to liability. The foregoing shall not require Seller or any and all periods prior Company to and including permit any inspection, or to disclose any information, that in the Closing Date as Sellers and their Representatives may reasonable judgment of Seller would reasonably request and be expected to make copies result in the disclosure of the same in connection with (a) the preparation any trade secrets of Tax Returns third parties or information returns, (b) reports or other violate any of its obligations by Sellers to Governmental Authorities, (c) with respect to confidentiality if Seller or such Company, as the administration case may be, shall have used reasonable efforts to obtain the consent of the Excluded Assets such third party to such inspection or Excluded Liabilities, (d) with respect disclosure. All requests for information made pursuant 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 any other matters contemplated by this Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information 5.3 shall be held in confidence directed to an executive officer of Seller or any Company or such other Persons as may be designated 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 extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsSeller.

Access. Buyer agrees that, following During the Closing, Pre-Closing Period and subject to Applicable applicable Law and except as may be necessary to protect any applicable legal privilegeSection 5.11(b), it shall (Seller shall, and shall cause the Sold Companies to, afford to Buyer and its Subsidiaries to) give to Sellers and their Representatives authorized Representatives, reasonable access during normal business hours and upon prior reasonable written notice to Seller, to the officesofficers, properties, 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 same Sold Companies as Buyer reasonably requests in connection with (a) its efforts to consummate the preparation transactions contemplated by this Agreement; provided, that such access does not interfere with the normal business operations of Tax Returns Seller or information returnsthe Sold Companies. In connection with any such access, (b) reports or other obligations by Sellers Buyer and its Representatives shall cooperate with Seller and the Sold Companies and shall use their commercially reasonable efforts to Governmental Authorities, (c) with respect minimize any disruption to the administration 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 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determinationSold Companies is bound; provided, however, that all Seller shall and shall cause the Sold Companies to, take commercially reasonable efforts to obtain a waiver of any such information confidentiality obligations upon Buyer’s reasonable prior written request (it being understood that such commercially reasonable efforts shall be held in confidence by Sellers, their Affiliates and their respective Representatives and may not be disclosed require any of Seller or the Sold Companies to pay any consideration to any third party or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, except as otherwise expressly provided in Section 5.6, during the Pre-Closing Period, (i) Buyer and its Representatives shall not contact or communicate with the employees, customers, suppliers, independent contractors, landlords, lessors, banks and or other Person 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 BuyerSeller (such consent not to be unreasonably withheld, except to the extent reasonably required in connection with the foregoing clauses conditioned or delayed), and (a)-(hii) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the no right at any time after the second (2nd) anniversary to perform invasive or subsurface investigations of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt properties or facilities of the request, Buyer (or its Subsidiaries, as applicable) may dispose Sold Companies without the prior written consent of such recordsSeller.

Access. (a) During the period from the date of this Agreement to the Closing or the prior termination of this Agreement pursuant to Section 8.1, Buyer agrees thatand its counsel, following accountants, financial advisors, potential financial sources, employees, agents and other authorized representatives (the Closing, and subject to Applicable Law and except as may “Buyer Representatives”) shall be necessary to protect any applicable legal privilege, it shall (and shall cause its Subsidiaries to) give to Sellers and their Representatives given reasonable access during normal business hours and upon reasonable prior notice to the officesfacilities, properties, personnel, 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 (including, without limitation, Tax records) of the same in connection with (a) NOARK Group, Seller and its Affiliates for the preparation purpose of Tax Returns or information returnsconducting an investigation of their financial condition, (b) reports or other obligations by Sellers to Governmental Authoritiesstatus, (c) with respect to the administration of the Excluded Assets or Excluded LiabilitiesBusiness, (d) with respect to the administration of the Bankruptcy Casesemployment matters, (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 properties and any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determinationassets; provided, however, that all (i) Buyer and the Buyer Representatives will not request information, or otherwise contact, any officer, director or employee of Seller, or Seller’s Affiliates, or of any member of the NOARK Group without arranging such information contact with any of the individuals listed on Schedule 1.1(C), and (ii) such investigation shall be held conducted in confidence by Sellersa manner that does not unreasonably interfere with the normal operations of the NOARK Group. Additionally, their Affiliates and their respective Buyer Representatives and may not be disclosed to any other Person without shall have from the written consent date of Buyer, except this Agreement to the extent reasonably required 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 connection such manner as not to unreasonably interfere with normal operations of the foregoing clauses NOARK Group and, in each case, with at least forty-eight (a)-(h48) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; 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 the Buyer Representatives at all reasonable times during normal business hours and upon reasonable prior notice for such purposes. Seller shall have the right to have a Seller Representative present at all times during any time such inspections, interviews and examinations. Additionally, Buyer shall, and shall cause the Buyer Representatives to, hold in confidence all such information provided or made available to Buyer or the Buyer Representatives pursuant to this Section 5.8 on the terms and subject to the conditions contained in the Confidentiality Agreement. (b) Notwithstanding the foregoing, Buyer shall have no right of access to, and Seller shall have no obligation to provide to Buyer, information relating to (i) bids received from others in connection with the transactions contemplated by this Agreement (or similar transactions) and information and analyses (including financial analyses) relating to such bids; (ii) any information the disclosure of which would jeopardize any privilege available to Seller, Seller Parent, any member of the NOARK Group or any of Seller’s Affiliates relating to such information or would cause Seller, Seller Parent, any member of the NOARK Group or any of Seller’s Affiliates to breach a confidentiality obligation; or (iii) any information the disclosure of which would result in a violation of Law. Notwithstanding the foregoing, Seller shall provide Buyer with appropriate substitute disclosure arrangements under circumstances in which the restriction of the preceding sentence apply. Buyer and Seller shall cooperate to ensure that the provision of access hereunder to Buyer and the Buyer Representatives shall comply in all respects with the FERC’s Standards of Conduct for Transmission Providers set forth in 18 C.F.R. Part 358, et seq. (c) Buyer shall indemnify the Seller Indemnified Parties and their respective representatives, and save them harmless, effective as and from the date hereof, from and against any Damages that they or any of them may suffer or incur, or that may be made or brought against any of them, as a result of, in respect of, or arising out of any injury to the person or property of Buyer or the Buyer Representatives as a result of, or in connection with any site visits or inspections of the assets or properties of any Seller Indemnified Party. THE INDEMNIFICATION PROVISIONS IN THIS SECTION 5.8 SHALL BE ENFORCEABLE REGARDLESS OF WHETHER ANY PERSON (INCLUDING THE PERSON FROM WHOM INDEMNIFICATION IS SOUGHT) ALLEGES OR PROVES THE SOLE, CONCURRENT, CONTRIBUTORY OR COMPARATIVE NEGLIGENCE OF THE PERSON SEEKING INDEMNIFICATION OR THE SOLE OR CONCURRENT STRICT LIABILITY IMPOSED UPON THE PERSON SEEKING INDEMNIFICATION. (d) Promptly after the second (2nd) anniversary date of this Agreement, Seller shall request from each Person that made an Acquisition Proposal that such Person return to the Closing Date to request in writing that Sellers take any such records andNOARK Group or, if Sellers do not agree provided for in the relevant confidentiality agreement with such Person, destroy any and all confidential information relating to take the NOARK Group previously furnished to such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsPerson.

Access. Buyer agrees that, following From and after the Closing, and subject to Applicable Law and except as may be necessary to protect any applicable legal privilege, it shall (and Buyer shall cause Newco, the Company and the Sold Subsidiaries to provide H&H Group and its Subsidiaries to) give to Sellers and their Representatives authorized representatives with reasonable access (for the purpose of examining and copying), during normal business hours upon reasonable notice and in a manner so as not to interfere unreasonably with the normal business operations of Buyer, Newco, the Company and the Sold Subsidiaries to the officespersonnel, books and records relating of Newco, the Company and the Sold Subsidiaries with respect to the Assets periods or any operations relating thereto for any and all periods occurrences prior to and including the Closing Date as Sellers and their Representatives may reasonably request and to make copies of the same in connection with (a) the preparation of Tax Returns Returns, or information returns, (b) reports or other obligations by Sellers to Governmental Authoritiescompliance, financial reporting (including financial audits of historical information) and accounting matters and (c) with respect any indemnity claim pursuant 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determinationindemnification provisions hereunder; provided, howeverthat 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 all 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 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 extent reasonably required in connection prepared on a basis consistent with the foregoing clauses (a)-(h) or as Financial Statements and the Company's historical practices. Unless otherwise expressly contemplated consented to in writing by this Agreement. H&H Group, Buyer shall (not, and shall cause not permit the Company, Newco or any of its Subsidiaries to, for a period of seven (7) preserve all years following the Closing Date, destroy, alter or otherwise dispose of any books and records of the Company, Newco or its Subsidiaries, or any portions thereof, relating to periods prior to the Closing Date without first giving reasonable prior notice to H&H Group and offering to surrender to H&H Group such books and records for a period or such portions thereof. The provisions of three (3) years after this Section 7.05 shall survive the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary consummation of the Closing Date to request in writing that Sellers take any such records andtransactions contemplated by this Agreement and shall be binding on all successors and assigns of Buyer, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of Newco, the request, Buyer (or its SubsidiariesCompany and their Subsidiaries and Affiliates, as applicable) the case may dispose of such recordsbe.

Access. Buyer agrees that, following (a) From and after the Closing, date hereof and subject to Applicable Law and except as may be necessary to protect any applicable legal privilege, it shall (and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable access during normal business hours to the offices, books and records relating to the Assets or any operations relating thereto for any and all periods prior up to and including the Closing Date as Sellers (or earlier termination of this Agreement) but subject to applicable laws, the other provisions of this Section 10.1 and their Representatives may reasonably request and to make copies obtaining any required consents of Third Parties, including Third Party operators of the same Assets (with respect to which consents Seller shall use commercially reasonable efforts to obtain), Seller shall afford to Buyer and its officers, employees, agents, accountants, attorneys, investment bankers and other authorized representatives (“Buyer’s Representatives”) full access, during normal business hours and upon reasonable notice, to the Assets and all Records and other documents in connection with (a) Seller’s or any their respective Affiliates’ possession relating primarily to the preparation of Tax Returns or information returnsAssets. Seller shall also make available to Buyer and Buyer’s Representatives, (b) reports or other obligations by Sellers to Governmental Authoritiesupon reasonable notice during normal business hours, (c) Seller’s personnel knowledgeable with respect to the administration of the Excluded Assets in order that Buyer may make such diligence investigation as Buyer considers necessary or Excluded Liabilitiesappropriate. All investigations and due diligence conducted by Buyer or any Buyer’s Representative shall be conducted at Buyer’s sole cost, risk and expense and any conclusions made from any examination done by Buyer or any Buyer’s Representative shall result from Buyer’s own independent review and judgment. (db) Buyer shall be entitled to conduct a non-invasive environmental site assessment with respect to the administration of Assets. Seller or its designee shall have the Bankruptcy Casesright to accompany Buyer and Buyer’s Representatives whenever they are on site on the Assets. Notwithstanding anything herein to the contrary, (e) pursuingBuyer shall not have access to, prosecuting or commencing litigation on account of or relating and shall not be permitted to Excluded Assets, including avoidance actions, (f) objecting conduct any environmental due diligence with respect to proofs of claims or administrative expense claims, (g) preparing any Assets where Seller does not have the Final Settlement Statement and any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determinationauthority to grant access for such due diligence; provided, however, Seller shall use its commercially reasonable efforts to obtain permission from any Third Party operator to allow Buyer and Buyer’s Representatives such access, it being understood by Buyer that the execution by Buyer of a customary boarding agreement may be a condition of such access. (c) Buyer shall coordinate its environmental site assessments and physical inspections of the Assets with Seller to minimize any inconvenience to or interruption of the conduct of business by Seller. Buyer shall abide by Seller’s, and any Third Party operator’s, safety rules, regulations and operating policies while conducting its due diligence evaluation of the Assets including any environmental or other inspection or assessment of the Assets. Buyer hereby agrees to defend, indemnify and hold harmless each of the Third Party operators and owners of the Assets and Seller Indemnified Parties from and against any and all Liabilities arising out of, resulting from or relating to any field visit, environmental property assessment, or other due diligence activity conducted by Buyer or any Buyer’s Representative with respect to the Assets, even if such information shall be held Liabilities arise out of or result from, solely or in confidence part, the sole, active, passive, concurrent or comparative negligence, strict liability or other fault or violation of Law of or by Sellersany such Third Party operator or owner or Seller Indemnified Party, their Affiliates excepting only Liabilities actually resulting on the account of the gross negligence or willful misconduct of such person. (d) Upon Seller’s request, Buyer agrees to provide Seller promptly, but not later than the Environmental Claim Date, copies of all reports, test results, and their respective other documentation and data prepared or compiled by Buyer and/or any of Buyer’s Representatives and may which contain information collected or generated from Buyer’s due diligence with respect to the Assets. Seller shall not be disclosed deemed by its receipt of said documents or otherwise to have made any other Person without representation or warranty, expressed, implied or statutory, as to the written consent condition to the Assets or to the accuracy of said documents or the information contained therein. (e) Upon completion of Buyer’s due diligence, except Buyer shall at its sole cost and expense and without any cost or expense to Seller or its Affiliates, (i) repair all damage done to the extent reasonably required Assets in connection with Buyer’s due diligence in accordance with recognized industry standards or requirements of Third Party operators, (ii) restore the foregoing clauses Assets to the approximate same or better condition than existed prior to commencement of Buyer’s due diligence, to the full extent of any damage related to Buyer’s due diligence, and (a)-(hiii) remove all equipment, tools or as otherwise expressly contemplated other property brought onto the Assets in connection with Buyer’s due diligence. Any disturbance to the Assets (including, without limitation, any real property, platform or other fixtures associated with such Assets) resulting from Buyer’s due diligence will be promptly corrected by this Agreement. Buyer. (f) During all periods that Buyer, and/or any of Buyer’s Representatives are on the Assets, Buyer shall maintain, at its sole expense and with insurers reasonably satisfactory to Seller, policies of insurance of the types and in the amounts reasonably requested by Seller. Coverage under all insurance required to be carried by Buyer hereunder will (i) be primary insurance, (ii) list Seller Indemnified Parties as additional insureds, (iii) waive subrogation against Seller Indemnified Parties, (iv) be maintained for three years following Buyer’s and/or Buyer’s Representatives due diligence activities, and shall cause its Subsidiaries to(v) preserve all such books and records provide for a period 30 days’ prior notice to Seller in the event of three (3) years after cancellation or modification of the Closing; providedpolicy or reduction in coverage. Upon request by Seller, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose provide evidence of such recordsinsurance to Seller prior to entering upon the Assets.

Access. Buyer agrees that, following Between the date of this Agreement and the Closing, and subject to Applicable Law and except as may be necessary to protect any applicable legal privilege, it Seller shall (and shall cause its Subsidiaries to) give to Sellers Buyer, its officers, agents, employees, counsel, accountants, engineers and their Representatives other representatives, reasonable access during normal business hours to the offices, premises and books and records relating to the Assets 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 System to Buyer or any operations other reasonable purpose relating thereto for any to the transactions contemplated by this Agreement, including strand mapping that is performed in an unintrusive manner and all periods prior to and including in a manner that does not affect the Closing Date as Sellers and their Representatives may reasonably request and to make copies operation or performance of the 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determinationSystem; provided, however, that all any such information investigation shall be held conducted (a) during normal business hours and (b) in confidence by Sellerssuch a manner as not to interfere with the operation of the System. Notwithstanding the foregoing, their Affiliates (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 their respective Representatives and may (ii) Buyer will not be disclosed contact any employee, independent contractor, customer or supplier of Seller with respect to any other Person this Agreement without the prior written consent of BuyerSeller, except which consent shall not be unreasonably withheld, provided that the preceding limitation shall not apply to reasonable contacts made by Buyer with independent contractors and suppliers of Seller if such contacts do not interfere with or negatively affect the conduct of the Business or the operation of the System. Buyer agrees to indemnify and hold Seller harmless in full from and against all losses, liabilities, damages, costs, assessments, fines, interest, penalties, deficiencies and other obligations and expenses (including customer claims, losses of subscribers, termination of services and reasonable out-of-pocket attorneys’ fees and expenses) (collectively, “Losses”) arising out of any testing and sampling by Buyer to which Seller may consent to pursuant to this Section 7.1. Buyer agrees that any Losses suffered by Seller as contemplated by the previous sentence shall not: (i) constitute a breach by Seller of any of its representations, warranties or covenants under this Agreement or any Ancillary Agreement; (ii) cause the failure of any closing condition set forth in Article X to be met; or (iii) cause, or be the basis for, any adjustment to the extent reasonably required Cash Payment set forth in connection with the foregoing clauses Section 4.3 (a)-(h) or as otherwise expressly contemplated by this Agreementincluding due to any loss of subscribers). Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after acknowledges that any information made available to Buyer pursuant to this Section 7.1 is subject to the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary terms of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsNon-Disclosure Agreement and Section 8.3.

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 (and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable access during normal business hours to the offices, 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 same in connection with (a) From and after the preparation Execution Date, until 5:00 p.m. Central time on the thirtieth (30th) day after the Execution Date (the “Defect Deadline”), Seller shall give Buyer (and any of Tax Returns its officers, employees, agents, accountants, attorneys, investment bankers, landmen, consultants or information returnsother designated representatives (collectively, “Buyer’s Representatives”)) reasonable access to Seller’s personnel and the Conveyed Properties (including the Records in Seller’s or its affiliate’s possession), solely for the purpose of Buyer’s due diligence investigation of the Conveyed Properties, but only to the extent that Seller or its affiliates may do so without violating any confidentiality or other obligations to any third party and only to the extent that Seller or its affiliates have the authority to grant such access without breaching any obligation or restriction binding on Seller or any of its affiliates; provided that Seller shall use its commercially reasonable efforts to obtain a waiver of any such obligation or restriction. Such access by Buyer shall be limited to Seller’s normal business hours, and Buyer’s investigation shall be conducted in a manner that minimizes interference with the operation of the Conveyed Properties and at the sole cost and expense of Buyer. (b) reports Buyer acknowledges that the permission of the operator (if other than Seller or other obligations by Sellers its affiliate) or another third Person may be required before Buyer will be able to Governmental Authorities, (c) with respect inspect portions of the Conveyed Properties and that such permission must be obtained prior to the administration inspection of the Excluded Assets such portions. Seller shall use commercially reasonable efforts to obtain such permission for Buyer upon Buyer’s request. All investigations and due diligence conducted by Buyer 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information Buyer’s Representatives shall be held in confidence by Sellersconducted at Buyer’s sole cost, their Affiliates risk and their respective Representatives and may not be disclosed to any other Person without the written consent of Buyer, expense (except to the extent reasonably required in connection with caused by the foregoing clauses (a)-(h) gross negligence or as otherwise expressly contemplated willful misconduct of the Seller Indemnified Parties), and any conclusions made from any such investigations and due diligence done by this AgreementBuyer or any of Buyer’s Representatives shall result from Buyer’s own independent review and judgment. Buyer shall agrees to comply with (and shall to cause its Subsidiaries toBuyer’s Representatives to comply with) preserve all such books the rules, regulations and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at instructions issued by Seller or any time after the second (2nd) anniversary operator of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt Conveyed Properties regarding the actions of the request, Buyer (and Buyer’s Representatives) in conducting any inspection pursuant to this Section 6.1. Any physical inspections or its Subsidiaries, as applicableother environmental review or diligence (including Buyer’s Environmental Review) may dispose of such recordsshall be performed by a reputable engineering firm and/or environmental consultant reasonably acceptable to Seller.

Access. Buyer agrees thatDuring the Pre-Closing Period, following the Closing, and subject to Applicable Law and except as may be necessary to protect any applicable legal privilege, it shall (and Sellers shall cause the Company Entities to give Buyer and its Subsidiaries to) give to Sellers and their Representatives Representatives, who are bound by the Confidentiality Agreement, reasonable access during normal business hours to the officesall personnel, books books, records, offices and records relating to the Assets or any operations relating thereto for any other facilities and all periods prior to and including the Closing Date as Sellers and their Representatives may reasonably request and to make copies properties of the same in connection with (a) Company Entities as Buyer or its Representatives, who are bound by the preparation of Tax Returns or information returnsConfidentiality Agreement, (b) reports or other obligations by Sellers may from time 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determinationtime reasonably request; provided, however, that all (a) any such information access shall be held conducted in confidence by Sellersa manner not to unreasonably interfere with the businesses or operations of the Company Entities, their Affiliates (b) Buyer shall not take any samples of any environmental media (including soil, groundwater, surface water, air or sediment) or any building materials and their respective Representatives and may (c) Sellers shall not be required to provide or cause to be provided access to or disclose or cause to be disclosed to information where such access or disclosure would jeopardize the attorney-client privilege, contravene any other Person 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 BuyerSellers (which shall not be unreasonably withheld, except conditioned or delayed), contact any employee, independent contractor, customer, supplier, distributor or other material business relation of the Company Entities, regarding the businesses of the Company Entities or the transactions contemplated hereby. Notwithstanding the foregoing, any access to the extent reasonably required in connection with Company Entities relating to the foregoing clauses (a)-(h) or as otherwise expressly contemplated Equity Financing shall be governed exclusively by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsSection 7.13.

Access. Buyer agrees that, following (a) Between the date of this Agreement and the Closing, and subject to Applicable Law and except as may be necessary to protect any applicable legal privilege, it Sellers shall (i) afford Purchaser and shall cause its Subsidiaries to) give to Sellers and their Representatives authorized representatives reasonable access during normal business hours to all Books and Records, offices and other facilities Related to the officesBusiness, books as well as management and records relating other employees Related to the Assets or any operations relating thereto for any and all periods prior Business, of Sellers, (ii) permit Purchaser to and including the Closing Date as Sellers and their Representatives may reasonably request make reasonable inspections and to make copies of the same in connection such Books and Records as it may require and (iii) furnish Purchaser with (a) the preparation of Tax Returns or information returns, (b) reports or other obligations by Sellers to Governmental Authorities, (c) with respect such financial and operating data Related to the administration of the Excluded Assets or Excluded Liabilities, (d) with respect Business and other information which is Related to the administration of the Bankruptcy Cases, (e) pursuing, prosecuting or commencing litigation on account of or relating Business as Purchaser may from time to Excluded Assets, including avoidance actions, (f) objecting to proofs of claims or administrative expense claims, (g) preparing the Final Settlement Statement and any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determinationtime reasonably request; provided, however, that such access shall not unreasonably disrupt the business of Sellers. (b) Purchaser and its authorized representatives (including its designated advisors or consultants) may during normal business hours and upon reasonable advance notice, enter into and upon all such information shall be held in confidence by or any portion of Sellers, their Affiliates and their respective Representatives and may not be disclosed to any other Person without the written consent of Buyer, except ’ properties Related to the extent reasonably required Business (including all Real Property) in connection with order to investigate and assess, as Purchaser deems necessary or appropriate in its reasonable discretion, the foregoing clauses (a)-(h) environmental and other condition of such properties or as otherwise expressly contemplated by this Agreementthe business conducted thereat. Buyer shall (Sellers shall, and shall cause its Subsidiaries employees, counsel and financial advisors to, cooperate with Purchaser and its authorized representatives in conducting such investigation, shall allow Purchaser and its authorized representatives full access during normal business hours, upon reasonable advance notice, to their properties Related to the Business, together with full permission to conduct such investigation. (c) Purchaser shall preserve all such books and records for a period of three (3) six years after the ClosingClosing Date all Books and Records relating to the Business prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, Purchaser shall provide Sellers with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of Purchaser and (ii) the books of account and records of Purchaser, but, in each case, only to the extent relating to the conduct Business prior to the Closing Date, and Sellers and their representatives shall have the right to make copies of such books and records; provided, however, that Buyer the foregoing right of access shall have not be exercisable in such a manner as to interfere unreasonably with the right at any time normal operations and business of Purchaser; and provided, further, that such information shall be held by Purchaser in confidence to the extent required by, and in accordance with, the Confidentiality Agreement and Law. Such records may nevertheless be destroyed by Purchaser if (x) Purchaser sends to Sellers a written request to destroy records, specifying with particularity the contents of the records to be destroyed, and (y) Sellers, in their sole discretion, provide their written consent to such request. Such records may then be destroyed after the second (2nd) anniversary of the Closing Date to request in writing 30th day after such written consent is provided by Sellers; provided, however, that Sellers take any if such written consent is not provided by Sellers, then Purchaser shall deliver such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsSellers.

Access. Subject to specific 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 agrees thatreferred to below of a confidentiality agreement on substantially the same terms as set forth in that certain Confidentiality Agreement dated April 30, following the Closing1997 by and between Buyer and Seller, Seller and subject Company shall authorize and permit Buyer and its representatives (which term shall be deemed to Applicable Law include its independent accountants and except as may be necessary counsel and representatives of prospective financing institutions of Buyer) to protect any applicable legal privilege, it shall (and shall cause its Subsidiaries to) give to Sellers and their Representatives 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 the officesall of their respective properties, books books, records, operating instructions and records relating to the Assets or any operations relating thereto for any procedures, Tax Returns, and all periods prior to and including the Closing Date as Sellers and their Representatives may reasonably request and to make copies of the same in connection with (a) the preparation of Tax Returns or other information returns, (b) reports or other obligations by Sellers to Governmental Authorities, (c) with respect to the administration Business as Buyer may from time to time request, and to make such reasonable numbers of copies of such books, records and other documents and to discuss their respective businesses with such other Persons, including, without limitation, the Excluded Assets or Excluded Liabilitiesdirectors, officers, employees, accountants, counsel, suppliers, customers, and creditors of Seller (d) with respect to the administration Business) and Company, as are reasonably necessary or appropriate for the purposes of familiarizing them with the Bankruptcy Cases, (e) pursuing, prosecuting or commencing litigation on account Business and obtaining any necessary Approvals of or relating to Excluded Assets, including avoidance actions, (f) objecting to proofs of claims or administrative expense claims, (g) preparing Permits for the Final Settlement Statement and any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information shall be 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 extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Buyer shall be entitled to (and shall a) conduct or cause its Subsidiaries to) preserve all such books and records for a period to be conducted without the consent of three (3) years after the Closing; providedSeller or Company, however, that Buyer shall have the right at any time after the second (2nd) anniversary an environmental compliance audit of the Closing Date to request in writing that Sellers take any such records Business and, if Sellers do 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 agree be unreasonably withheld) with respect to take any interest in real property held by Seller (with respect to the Business) or Company such records within ninety other environmental investigations or studies as Buyer may desire and (90c) Business Days after receipt of the request, Buyer (or its Subsidiariesreview, as applicablesoon as available, copies of all reports, renewals, filings, certificates, statements and other documents received by Seller (with respect to the Business) may dispose of such recordsor Company from any Governmental Entity.

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 (and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable access during normal business hours to the offices, 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 same in connection with (a) Lessor hereby grants to Lessees and their respective Affiliates, agents, employees and contractors (collectively, “Lessees’ Parties”) free of charge, an irrevocable, non-exclusive right of access to and use of those portions of the preparation Refinery Site that are reasonably necessary for access to and/or the operation of Tax Returns or information returnsthe Relevant Assets and Additional Improvements by Lessees as a stand-alone enterprise, all so long as such access and use by any of Lessees’ Parties does not unreasonably interfere in any material respect with Lessor’s operations at the Refinery Site and complies with Lessor’s rules, norms and procedures governing safety and security at the Refinery Site. The facilities on the Refinery Site that are subject to the access and use rights provided under this Section, are referred to herein as the “Shared Access Facilities”. Notwithstanding the foregoing, the provisions of this Section 2.2(a) shall relate only to access and use of the Shared Access Facilities, and the Site Services Agreement shall cover all services that are to be provided by Lessor under the terms of the Site Services Agreement. (b) reports or other obligations by Sellers Lessor hereby retains for itself and its Affiliates, agents, employees and contractors (collectively, “Lessor’s Parties”), the right of access to Governmental Authoritiesall of the Premises and the Relevant Assets (i) to determine whether the conditions and covenants contained in this Lease are being kept and performed, (cii) to comply with respect Environmental Laws, and (iii) to inspect, maintain, repair, improve and operate the administration of SUMF Assets and 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 Shared Access Facilities and any other matters contemplated by Section 2.06 and (h) assets of Lessor located on the Premises or to install or construct any final determination structures or equipment necessary for the maintenance, operation or improvement of any audit such assets or examinationthe installation, Proceeding construction or determination; providedmaintenance of any Connection Facilities, howeverall so long as such access by Lessor’s Parties does not unreasonably interfere in any material respect with Lessees’ operations on the Premises and complies with Lessees’ rules, that all such information shall be held in confidence by Sellers, their Affiliates norms and their respective Representatives procedures governing safety and may not be disclosed to any other Person without security at the written consent of Buyer, except to the extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsPremises.

Access. (a) During the period from the date hereof and continuing until the earlier of the termination of this Agreement or the Closing Date, the Acquired Companies will permit (or, with respect to non-controlled Acquired Subsidiaries, the Company will use commercially reasonable efforts to cause such Acquired Subsidiaries to permit) representatives of Buyer agrees that(including legal counsel and accountants) to have, following the Closingupon reasonable prior written notice, and subject to Applicable Law and except as may be necessary to protect any applicable legal privilege, it shall (and shall cause its Subsidiaries to) give to Sellers and their Representatives 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, books personnel, books, records (including Tax Returns (but excluding income Tax Returns of any federal consolidated (and records relating 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 Assets portions of such Tax Returns and correspondence with accountants that specifically relate to the Acquired Companies)), Material Contracts, and documents of or any operations relating thereto for any pertaining to the Acquired Companies. Buyer and all periods its Affiliates and Representatives shall be permitted to perform environmental sampling, including sampling of soil, groundwater, surface water, building materials, or air or wastewater emissions, with the prior to and including the Closing Date as Sellers and their Representatives may reasonably request and to make copies written consent of the same Sellers’ Representative (which consent may not be unreasonably withheld, delayed or conditioned). Neither Buyer, the SPAC nor any of their respective Representatives will contact any employee, customer, supplier or landlord of any Acquired Company without the prior written consent of such Acquired Company, and such Acquired Company shall have the right to have a Representative participate in any such discussion. Notwithstanding anything to the contrary in this Section 6.4(a), the Acquired Companies and Sellers will not be required to provide information that (i) would violate applicable Law, (ii) would violate confidentiality obligations that the Acquired Companies or the Sellers have to third parties; provided that the Sellers’ Representative shall give notice to Buyer of the fact that such documents or information are being withheld, thereafter shall use its reasonable best efforts to obtain a waiver of such obligation from the third parties, and, until such waiver is obtained provide such documents and information to the fullest extent permissible without violating such obligations, (iii) relates to the sale process of the Acquired Companies, bids received from other Persons in connection with the transactions contemplated by this Agreement and information and analysis relating to such bids, or (aiv) constitutes information protected by the preparation attorney/client and/or attorney work product privilege. Buyer will comply with, and will cause its Representatives to comply with, all of Tax Returns or information returns, (b) reports or other its obligations by Sellers to Governmental Authorities, (c) under the confidentiality agreement previously signed with respect to the administration of Transaction (the Excluded Assets or Excluded Liabilities“Confidentiality Agreement”), (d) between the Company and the SPAC with respect to the administration terms and conditions of this Agreement and the Bankruptcy CasesTransaction and the Acquired Companies’ information disclosed pursuant to this Section 6.4(a), (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 which agreement will remain in full force and any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information shall be 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 extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of effect until the Closing Date to request and survive any termination of this Agreement in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt accordance with the terms of the requestConfidentiality Agreement. (b) During the period from the date hereof and continuing until the earlier of the termination of this Agreement or the Closing Date, SPAC will permit representatives of the Sellers and the Company (including legal counsel and accountants) to have, upon reasonable prior written notice, reasonable access during normal business hours and under reasonable circumstances, and in a manner so as not to interfere with the normal business operations of SPAC and its Affiliates and so as to comply with any then-applicable COVID-19 Measures, to the premises, personnel, books, records, contracts, and documents of or pertaining to SPAC, Buyer and Merger Sub. Notwithstanding anything to the contrary in this Section 6.4(b), SPAC, Buyer and Merger Sub will not be required to provide information that (i) would violate applicable Law, (ii) would violate confidentiality obligations that SPAC, Buyer, or Merger Sub have to third parties; provided that SPAC shall give notice to the Sellers’ Representative of the fact that such documents or information are being withheld and thereafter shall use its Subsidiariescommercially reasonable efforts to cause such documents or information, as applicable, to be made available in a manner that would not cause such a violation, or (iii) may dispose constitutes information protected by the attorney/client and/or attorney work product privilege. The Company will comply with, and will cause its Representatives to comply with, all of such recordsits obligations under the Confidentiality Agreement with respect to the terms and conditions of this Agreement and the Transaction and the information disclosed by SPAC, Buyer, and Merger Sub pursuant to this Section 6.4(b), which agreement will remain in full force and effect until the Closing Date and survive any termination of this Agreement in accordance with the terms of the Confidentiality Agreement.

Access. (a) Each Seller shall afford to Buyer agrees thatand its authorized representatives from the Execution Date until the Closing Date, following the Closing, and subject to Applicable Law and except as may be necessary to protect any applicable legal privilege, it shall (and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable access during normal business hours hours, reasonable access to the officesAssets (subject to the terms, books conditions and records restrictions of agreements related to Assets to which such Seller is a party and the consent of the operator, as applicable) and to such Seller’s title, Surface Leases, Contracts, environmental and legal materials, books, records, statements and operating data and other information relating to the Assets or any operations relating thereto for any and all periods prior to and including Assets, together with the Closing Date as Sellers and their Representatives may reasonably request and opportunity to make copies of the same such materials, books, records and other documents and information at Buyer’s expense, and will furnish to Buyer such other information in connection with (a) the preparation of Tax Returns or information returns, (b) reports or other obligations by Sellers to Governmental Authorities, (c) Sellers’ possession 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determinationas Buyer may reasonably request; provided, however, that all such information shall be held in confidence by SellersBuyer in accordance with the terms of the Confidentiality Agreement; provided, their Affiliates and their respective Representatives and may not further, that in no event shall Sellers be disclosed obligated to provide (i) access or information in violation of Applicable Law, (ii) any information the disclosure of which would cause the loss of any legal privilege available to any Seller relating to such information or would cause any Seller to breach a confidentiality obligation to which it is bound; provided that the applicable Seller has used its reasonable efforts to protect the privilege or to obtain a waiver of the applicable contractual obligation, or (iii) copies of bids, letters of intent, expressions of interest or other Person without proposals received from other Persons in connection with the written consent of Buyertransactions contemplated by this Agreement or information and analyses relating to such communications, except to the extent reasonably required in connection with the foregoing clauses Bid Procedures Order. (a)-(hb) or as otherwise expressly contemplated by this Agreement[Reserved]. (c) [Reserved]. (d) BUYER SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD EACH SELLER, EACH OF THEIR SUCCESSORS, THEIR AFFILIATES AND ALL OF THEIR RESPECTIVE DIRECTORS AND OFFICERS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS AND LOSSES CAUSED DIRECTLY OR INDIRECTLY BY THE ACTS OR OMISSIONS OF BUYER, BUYER’S AFFILIATES OR ANY PERSON ACTING ON BUYER’S OR ITS AFFILIATE’S BEHALF IN CONNECTION WITH ANY DUE DILIGENCE CONDUCTED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY SITE VISITS CONDUCTED PURSUANT TO SECTION 5.03(a), EXCEPT TO EXTENT SUCH CLAIMS OR LOSSES ARISE FROM THE WILLFUL MISCONDUCT OF SELLERS. Buyer shall comply with all rules, regulations, policies and instructions reasonably required by Sellers, or any Third Party operator of any Assets, which are provided to Buyer regarding Buyer’s actions while upon, entering or leaving any Asset, including any insurance requirements that Sellers may reasonably impose, or any such Third Party operator may impose, on contractors authorized to perform work on any Asset owned or operated by Sellers (or any such Third Party operator, as applicable). (e) From and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have afford to each third party acquiror (and their respective Representatives) of Excluded Assets pursuant to a definitive agreement that is approved by the right Bankruptcy Court (each, an “Excluded Asset PSA”), reasonable access to the Properties for the purpose of inspecting and removing such Excluded Assets, in each case, (x) on the same terms as Sellers are affording access to Buyer pursuant to this Section 5.03, mutatis mutandis and (y) solely to the extent such Excluded Asset PSA contains a covenant substantially similar to this Section 5.03(e) for the benefit of Buyer; provided that, the cost of any such inspection or removal shall be at any time the sole cost of the applicable third party acquiror. Each such third party acquiror shall be a third party beneficiary of this Section 5.03(e). Sellers shall require each Excluded Asset PSA to include a covenant substantially similar to this Section 5.03(e) for the benefit of Buyer. From and after the second Closing, each Seller shall afford Buyer and its Representatives access, during normal business hours, to all properties of Sellers and Sellers’ Affiliates subject to surface leases, licenses, subleases, rental or occupancy agreements, concessions and other agreements (2ndwritten or oral) anniversary constituting Excluded Assets hereunder that are not conveyed to a third party acquiror pursuant to an Excluded Asset PSA for the purpose of the Closing Date allowing Buyer to request in writing that Sellers take inspect and remove any Assets located on such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsproperties.

Access. Buyer agrees that(a) Between the date of execution of this Agreement and continuing until the Closing Date, Seller will give Purchaser and its representatives access to the Pipeline Assets and access to the Records in Seller’s or the Acquired Companies’ possession, for the purpose of conducting an investigation of the Acquired Companies and the Pipeline Assets and copying the Records, but only to the extent that Seller may do so without violating any obligations to any third party and to the extent that Seller or the Acquired Companies have authority to grant such access without breaching any restriction binding on Seller or the Acquired Companies. Such access by Purchaser shall be limited to Seller’s normal business hours, and any weekends and after hours requested by Purchaser that can be reasonably accommodated by Seller, and Purchaser’s investigation shall be conducted in a manner that minimizes interference with the operation of the Pipeline Assets. All information obtained by Purchaser and its representatives under this Section shall be subject to the terms of Section 11.4(b)(v) and the terms of that certain confidentiality agreement among Anadarko E&P Onshore LLC, Western Gas Partners LP and Purchaser dated March 9, 2015, as amended (the “Confidentiality Agreement”). (b) Between the date of this Agreement and the date that is five (5) Business Days prior to the Closing Date, upon prior written notice to Seller, Purchaser shall have the right to conduct a Phase I Environmental Site Assessment of all or any portion of the Pipeline Assets (the “Assessment”), which shall be conducted by TRC Companies, Inc. The Assessment shall be conducted at the sole cost and expense of Purchaser, and shall be subject to the indemnity provisions of Section 7.1(c) and Section 11.4(b)(v). Purchaser may not operate equipment or conduct any sampling, boring, drilling or other invasive investigative activity with respect to the Pipeline Assets (“Invasive Activity”) without the prior written consent of Seller, which consent may be withheld in Seller’s sole discretion. If Purchaser wishes to conduct an Invasive Activity, Purchaser shall furnish for Seller’s review and approval (which may be withheld in Seller’s sole discretion) a proposed scope of such Invasive Activity, including a description of the activities to be conducted and a description of the approximate locations of such activities. Seller shall have the right to be present during any Assessment of the Pipeline Assets and shall have the right, at its option and expense, to split samples with Purchaser, if applicable. The access granted to Purchaser under this Section 7.1(b) shall be limited to Seller’s normal business hours or as otherwise agreed in advance, and Purchaser’s investigation shall be conducted in a manner that minimizes interference with the operation of the Pipeline Assets. Purchaser shall abide by Seller’s safety rules, regulations, and operating policies (including the execution and delivery of any documentation or paperwork, e.g., confidentiality agreements or liability releases, with respect to Purchaser’s access to any of the Pipeline Assets) while conducting its due diligence evaluation of the Pipeline Assets. After completing any Assessment of the Pipeline Assets, Purchaser shall, at its sole cost and expense, restore the Pipeline Assets to their condition prior to the commencement of such Assessment, unless Seller requests otherwise, and if Seller permits Purchaser to conduct an Invasive Activity, shall promptly dispose of all corings or other investigative-derived wastes generated in the course of such Invasive Activity. Purchaser shall maintain, and shall cause its officers, employees, representatives, consultants and advisors to maintain, all information obtained by Purchaser pursuant to any Assessment or other environmental due diligence activity (the “Environmental Information”) as strictly confidential in perpetuity, unless disclosure of any facts discovered through such Assessment is required, on the advice of counsel, under any Environmental Laws, other Laws, or to comply with any subpoena, court or administrative order or, following the Closing, and subject any contractual or legal obligation of Purchaser. Purchaser shall provide Seller with a copy of the final draft of all environmental reports prepared by, or on behalf of, Purchaser with respect to Applicable Law and except as may any Assessment or permitted Invasive Activity conducted on the Pipeline Assets. In the event that any necessary disclosures under applicable Environmental Laws are required, upon the advice of counsel, with respect to matters discovered by any Assessment conducted by, for or on behalf of Purchaser, Purchaser agrees that Seller shall be necessary to protect any applicable legal privilege, it shall (and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable access during normal business hours the responsible party for disclosing such matters to the offices, 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 same in connection with (a) the preparation of Tax Returns or information returns, (b) reports or other obligations by Sellers to appropriate Governmental Authorities, Bodies. (c) with respect to the administration of the Excluded Assets or Excluded LiabilitiesPURCHASER HEREBY AGREES TO DEFEND, (d) with respect to the administration of the Bankruptcy CasesINDEMNIFY, (e) pursuingRELEASE, prosecuting or commencing litigation on account of or relating to Excluded AssetsPROTECT, including avoidance actionsSAVE AND HOLD HARMLESS THE SELLER INDEMNITEES FROM AND AGAINST ANY AND ALL LOSSES AND CLAIMS ARISING OUT OF OR RELATING TO ANY DUE DILIGENCE ACTIVITY CONDUCTED BY PURCHASER OR ITS AGENTS, (f) objecting to proofs of claims or administrative expense claimsWHETHER BEFORE OR AFTER THE EXECUTION OF THIS AGREEMENT, (g) preparing the Final Settlement Statement and any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examinationINCLUDING ANY LOSSES RESULTING, Proceeding or determination; providedIN WHOLE OR IN PART, howeverFROM THE SOLE, that all such information shall be held in confidence by SellersACTIVE, their Affiliates and their respective Representatives and may not be disclosed to any other Person without the written consent of BuyerPASSIVE, except to the extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; providedGROSS, howeverCONCURRENT OR COMPARATIVE NEGLIGENCE, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsSTRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW BY THE SELLER INDEMNITEES.

Access. Buyer agrees that, following the ClosingThe Company will, and subject will cause each of the other Hasbro Companies to, (a) permit the Agent, by its representatives and agents, to Applicable Law inspect any of the properties, including, without limitation, corporate books, computer files and except as may be necessary tapes and financial records of each of the Hasbro Companies, to protect any applicable legal privilege, it shall (examine and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable access during normal business hours to the offices, 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 same in connection with (a) books of accounts and other financial records of each of the preparation of Tax Returns or information returnsHasbro Companies at such reasonable times and intervals as the Agent may determine, and (b) reports or other obligations by Sellers permit each of the Banks to Governmental Authoritiesdiscuss the affairs, (c) finances and accounts of each of the Hasbro Companies with, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Banks may designate. The Banks and the Agent agree that they will treat in confidence all financial information with respect to the administration Company and its Subsidiaries and all information obtained during such inspection or discussion or pursuant to 9.5 which has not become public without violation hereof, and will not, without the consent of the Excluded Assets Company, disclose such information to any third party or Excluded Liabilitiesany trust or investment employee or trust or investment officer of any Bank, (d) with respect to the administration and, if any representative or agent of the Bankruptcy CasesBanks or the Agent shall not be an employee of one of the Banks or the Agent or any affiliate of the Banks or the Agent, (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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information designee shall be held reputable and of recognized standing and shall agree in writing to treat in confidence by Sellersthe information obtained during any such inspection and, their Affiliates and their respective Representatives and may not be disclosed to any other Person without the prior written consent of Buyerthe Company, except 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 have agreed to be bound by the provisions of this 9.10 and 22 pursuant to a confidentiality agreement substantially in the form of Exhibit I hereto and provided to the extent reasonably Company), and where required in connection with the foregoing clauses (a)-(h) by applicable law or as otherwise expressly contemplated required or requested by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (governmental or its Subsidiaries, as applicable) may dispose of such recordsregulatory authorities.

Access. Buyer agrees that(a) To the extent permitted by applicable Law, following between the Closingdate of this Agreement and the Closing Date, Seller will, during ordinary business hours and subject to Applicable Law and except as may be necessary to protect any applicable legal privilegeupon reasonable notice, it shall (and shall cause its Subsidiaries toi) give to Sellers Buyer and their Buyer’s Representatives reasonable access during normal business hours to the offices, books and records relating Purchased Assets; (ii) permit Buyer to the Assets or any operations relating thereto for any and all periods prior to and including the Closing Date make such reasonable inspections thereof as Sellers and their Representatives Buyer may reasonably request request; (iii) furnish Buyer with such financial and to make copies of the same in connection with (a) the preparation of Tax Returns or operating data and other information returns, (b) reports or other obligations by Sellers to Governmental Authorities, (c) with respect to the administration Business as Buyer may from time to time reasonably request; and (iv) furnish Buyer with a copy of the Excluded Assets each material report, schedule, or Excluded Liabilities, (d) with respect other document principally relating to the administration of the Bankruptcy CasesBusiness filed or submitted by Seller with, (e) pursuingor received by Seller from, 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determinationGovernmental Entity; provided, however, that all (i) any such information investigation will be conducted in such a manner as not to interfere unreasonably with the operation of the Business or any other Person; (ii) Seller shall be held in confidence by Sellers, their Affiliates and their respective Representatives and may not be disclosed required to take any action which would constitute or result in a waiver of the attorney-client privilege; and (iii) Seller shall not be required to supply Buyer with any information which Seller is under a legal obligation not to supply. Buyer will indemnify and hold harmless Seller from and against any Losses incurred by Seller, its Affiliates 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 other Person without the written consent of Buyer, except such investigation). Notwithstanding anything in this Section 7.2 to the extent reasonably required contrary, (i) Buyer will not have access to personnel and medical records if such access could, in connection with Seller’s good faith judgment, subject Seller to risk of liability or otherwise violate the foregoing clauses Health Insurance Portability and Accountability Act of 1996 and (a)-(hii) any investigation of environmental matters by or as otherwise expressly contemplated by this Agreement. on behalf of Buyer shall 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. (and shall cause its Subsidiaries tob) preserve all such books and records for For a period of three (3) years after the Closing; providedClosing Date, howevereach Party and its representatives will have reasonable access to all of the books and records relating to the Business or the Purchased Assets, including all Transferred Employee Records, in the possession of the other Party, and to the employees of the other Party, to the extent that Buyer shall have such access may reasonably be required by such Party in connection with the Assumed Obligations or the Excluded Liabilities, or other matters relating to or affected by the operation of the Business and the Purchased Assets. Such access will be afforded by the applicable Party upon receipt of reasonable advance notice and during normal business hours, and will be conducted in such a manner as not to interfere unreasonably with the operation of the business of any Party or its respective Affiliates. The Party exercising the right at of access hereunder will be solely responsible for any time after costs or expenses incurred by either Party in connection therewith. If the second (2nd) anniversary Party in possession of the Closing Date such books and records desires to request in writing that Sellers take dispose of any such books and records and, if Sellers do not agree prior to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose expiration of such recordsseven-year period, such Party will, prior to such disposition, give the other Party a reasonable opportunity at such other Party’s expense to segregate and take possession of such books and records as such other Party may select.

Access. Buyer agrees that(a) From the date hereof to the Closing Date, following the ClosingSellers shall, and subject to Applicable Law and except as may be necessary to protect any applicable legal privilege, it shall (and shall cause Sellers' Representatives to, provide Buyer and 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 operation of the Business and to all books and records of the Business (including, without limitation, Sellers' reasonable efforts to provide reasonable access to the outside auditors of the Business and their work papers), and 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, to the extent such information is in the possession of Sellers. All information provided by Sellers to Buyer or Buyer's Representatives or obtained by Buyer or Buyer's Representatives relating to the Business in the course of Buyer's review, including without limitation, the Environmental Site Assessments, shall be treated as confidential information by Buyer and Buyer shall instruct all of its Subsidiaries toRepresentatives as to the confidentiality of all such information. Buyer shall be liable for all damage or injury to any person or property resulting from, or arising out of (i) give to the disclosure of any such confidential information, except as required by the Court or applicable Law, (ii) any testing conducted by Buyer or Buyer's Representatives, or (iii) from such visits or inspection of the Business, whether occasioned by the acts of Buyer or any of its Representatives, and Buyer shall indemnify and hold harmless Sellers and their Representatives reasonable access during normal business hours to the offices, books and records relating to the Assets or any operations relating thereto for from any and all periods prior to and including Liabilities resulting therefrom. This indemnification by Buyer shall survive the Closing Date or the termination of this Agreement, as Sellers and their Representatives may reasonably request and to make copies of the same in connection with (a) the preparation of Tax Returns or information returns, applicable. (b) reports or other obligations If so requested by Buyer, after the execution of this Agreement, Buyer and Sellers to Governmental Authorities, (c) with respect to the administration shall jointly conduct a physical count of the Excluded Assets or Excluded Liabilities, Inventory for the purpose of expediting the calculation of Net Inventory (das a component of Net Current Assets) 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 any other matters contemplated as required by Section 2.06 2.3. For purposes of expediting the calculation of Net Inventory as set forth in the preceding sentence: (i) Buyer and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information shall be 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 extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer accountants shall have the right to review the work papers of Sellers and shall have full access to the books, records, properties and personnel of Sellers and (ii) Buyer, at its sole cost and expense, may require the Independent Accountant to assist in the calculation of Net Current Assets at any time after the second execution of this Agreement. (2ndc) anniversary After the execution of this Agreement, the Sellers will use reasonable efforts to contact obligors of Accounts Receivable, including utilizing Sellers' independent accountants, for the purpose of obtaining confirmation of the Closing Date to request in writing that Sellers take any net balance due and such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the other information as Buyer may reasonably request, Buyer (or its Subsidiaries, as applicable) may dispose of such records.

Access. Buyer agrees that, following During the Closingperiod from the date of this Agreement through the earlier of the Effective Time or the termination of this Agreement pursuant to Section 9.1 (the “Pre-Closing Period”), and subject upon reasonable advance notice to Applicable Law the Company, the Company shall provide Parent and except as may be necessary to protect any applicable legal privilege, it shall (and shall cause its Subsidiaries to) give to Sellers and their Parent’s Representatives with reasonable access during normal business hours to the offices, Company’s existing books and records relating for the purpose of enabling Parent to verify 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 accuracy of the same Company’s representations and warranties contained 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determinationthis Agreement; provided, however, that all any such information access shall be held conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in confidence by Sellerssuch a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby in accordance with the terms hereof and not to interfere with the normal operation of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent if such disclosure would, their Affiliates and their respective Representatives and may not be disclosed to in its reasonable discretion (a) jeopardize any attorney-client or other Person without the written consent of Buyerlegal privilege or (b) contravene any applicable Legal Requirement, except fiduciary duty or binding agreement entered into prior to the extent reasonably required in connection 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 Company’s Representatives with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such reasonable access during normal business hours to Parent’s existing books and records for a period the purpose of three (3) years after enabling the ClosingCompany to verify the accuracy of Parent’s representations and warranties contained in this Agreement; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records andaccess shall be conducted at the Company’s expense, at a reasonable time, under the supervision of appropriate personnel of Parent and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby in accordance with the terms hereof and not to interfere with Parent’s operations to effect the Creditor Plan and the transactions contemplated by this Agreement. Nothing herein shall require Parent to disclose any information to the Company if Sellers do not agree 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 take such records within ninety the date of this Agreement (90) Business Days after receipt of the request, Buyer (including any confidentiality agreement to which Parent or its Subsidiaries, as applicable) may dispose of such recordsAffiliates is a party).

Access. Promptly upon execution of this Agreement, Seller shall provide Buyer agrees thatand Buyer’s authorized representatives (i) reasonable physical access, following the Closingat Buyer’s sole risk, cost and subject to Applicable Law and except as may be necessary to protect any applicable legal privilegeexpense, it shall (and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable access during normal business hours to the offices, 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 allow Buyer to make copies conduct on-site Phase I environmental site assessments of the same in connection with (a) the preparation of Tax Returns or information returnsAssets, (b) reports or other obligations by Sellers to Governmental Authorities, (c) with respect to the administration of extent Seller has the Excluded Assets or Excluded Liabilities, right to grant such access; and (dii) with respect access to the administration of the Bankruptcy Cases, (e) pursuing, prosecuting or commencing litigation on account of or relating to Excluded Records and other Assets, including avoidance actions, (f) objecting to proofs of claims the extent such data and records are in Seller’s or administrative expense claims, (g) preparing its representatives’ possession and relate to the Final Settlement Statement and any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determinationAssets; provided, however, that all such information Seller shall be held in confidence by Sellers, their Affiliates and their respective Representatives and may not be disclosed have no obligation to provide Buyer access to any other Person 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 its 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 under no circumstances shall it perform any invasive tests of any nature on the Assets without the express written consent of Buyer, except to Seller and the extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary operator of the Closing Date ▇▇▇▇▇, such consent of Seller not to request in writing that Sellers take any such records andbe unreasonably withheld. IN CONNECTION WITH GRANTING SUCH ACCESS, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the requestAND EXCEPT TO THE EXTENT THAT SUCH CLAIMS ARE CAUSED BY THE SOLE OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER, Buyer (or its SubsidiariesBUYER WAIVES AND RELEASES ALL CLAIMS AGAINST SELLER GROUP FOR INJURY TO, as applicable) may dispose of such recordsOR 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. Buyer agrees that(a) Subject to the Confidentiality Agreement, following from the Execution Date until the earlier of (i) termination of this Agreement and (ii) the Closing, Seller will, (w) upon reasonable notice, give Purchaser and subject to Applicable Law its employees, accountants, financial advisors, counsel and except as may be necessary to protect any applicable legal privilege, it shall (and shall cause its Subsidiaries to) give to Sellers and their Representatives other representatives reasonable access during normal business hours to the offices, properties, books and records of Seller relating to the Assets Acquired Assets, the Assumed Liabilities, and the Wafer Business; (x) furnish to Purchaser such financial and operating data and other information relating to the Acquired Assets, the Assumed Liabilities, and the Wafer Business as may be reasonably requested; and (y) instruct the executive officers and senior business managers, Employees, counsel, auditors and financial advisors of Seller to cooperate with Purchaser’s employees, accountants, counsel and other representatives; provided, that (A) all activities covered by this Section 8.2(a) shall be at the sole cost and expense of Purchaser and (B) that any such activities pursuant to this provision shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller. Notwithstanding anything herein to the contrary, no such investigation or examination shall be permitted to the extent that it would require Seller to disclose information, (i) subject to attorney-client privilege or that conflicts with any operations confidentiality obligations to which Seller is bound, (ii) related to pricing or other matters that are highly competitively sensitive or (iii) that would otherwise in the exercise of Seller’s good faith judgment, be inappropriate in light of the Bankruptcy Case. (b) Purchaser shall cooperate with Seller and make available to Seller such documents, books, records or information Transferred to Purchaser and relating thereto for any to activities of the Acquired Assets, the Assumed Liabilities, and all periods the Wafer Business prior to and including the Closing Date as Sellers and their Representatives Seller may reasonably request and to make copies of require after the same Closing in connection with (a) any Tax determination or contractual obligations to Third Parties or to defend or prepare for the preparation defense of Tax Returns any claim against Seller or information returns, (b) reports to prosecute or other obligations prepare for the prosecution of claims against Third Parties by Sellers Seller relating to Governmental Authorities, the conduct of the Wafer Business by Seller prior to the Closing or in connection with any governmental investigation of Seller or any of its Affiliates; provided that any such activities pursuant to this provision shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Purchaser. (c) with respect No party shall destroy any files or records which are subject to this Section 8.2 without giving reasonable notice to the administration other parties, and within 15 days of the Excluded Assets or Excluded Liabilitiesreceipt of such notice, (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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information shall be 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 extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such other party may cause to be delivered to it the records andintended to be destroyed, if Sellers do not agree to take at such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsother party’s expense.

Access. Buyer agrees thatUntil the Closing or termination of the Agreement in accordance with the terms hereof, following the ClosingSeller shall, and subject to Applicable Law and except as may be necessary to protect any applicable legal privilege, it shall (and shall cause the Company to, (i) afford to the Buyer and its Subsidiaries toauthorized representatives (including directors, officers, employees, advisors, accountants and counsel) give to Sellers and their Representatives reasonable access during normal business hours to all properties, books, records (including Tax Returns), Contracts and documents of the offices, books and records relating to the Assets or any operations relating thereto for any Company and all periods prior to and including other information regarding the Closing Date Company’s business as Sellers and their Representatives the Buyer may reasonably request in connection with the consummation of the transactions contemplated hereby, including 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 same Company (including the Company’s directors, officers, employees, advisors, accountants and counsel) to cooperate, with the Buyer and its representatives (including accountants and counsel), in connection with the foregoing. Seller shall, and shall cause the Company to, provide the Buyer and its authorized representatives (aincluding directors, officers, employees, advisors, accountants and counsel) an opportunity to make such investigations as they shall reasonably desire to make of the preparation Company (provided that such investigations shall be conducted so as to reasonably minimize any disruption of Tax Returns the operations of the Company and in no event shall the Buyer conduct, without the prior written consent of the Seller which the Seller may withhold for any reason, any invasive or intrusive environmental investigation, including any sampling of soil, sediment or groundwater), and the Seller shall, and shall cause the Company to, furnish or cause to be furnished to the Buyer and its representatives all such information returns, (b) reports or other obligations by Sellers to Governmental Authorities, (c) with respect to the administration affairs and business of the Excluded Assets or Excluded Liabilities, (d) with respect Company as the Buyer may reasonably request. The parties to this Agreement acknowledge and agree that they have common and mutual legal interests in the Company’s information and have agreed to the administration of the Bankruptcy Cases, (e) pursuing, prosecuting or commencing litigation on account of or relating to Excluded Assetsprovisions in this Agreement, including avoidance actionsthis ‎Section 5.5(a), (f) objecting to proofs in furtherance of claims these common and mutual legal interests. No investigation by the Buyer, its Affiliates or administrative expense claims, (g) preparing the Final Settlement Statement and any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information shall be held in confidence by Sellers, their Affiliates and their respective Representatives directors, officers, employees, advisors, accountants and may not be disclosed to any counsel or other Person without information received by the written consent of Buyer, except to the extent reasonably required in connection with the foregoing clauses (a)-(h) its Affiliates or any of their respective directors, officers, employees, advisors, accountants and counsel shall operate as a waiver or otherwise expressly contemplated affect any representation, warranty or agreement given or made by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsSeller hereunder.

Access. Buyer agrees that, following the Closing, With reasonable prior notice and subject to Applicable Law and except as may be necessary to protect any applicable legal Law, any applicable privileges (including the attorney-client privilege), trade secrets, and contractual confidentiality obligations, the Seller shall permit and will cause each other Seller Party, each Company and Company Subsidiary and, to the extent it shall (and shall cause its Subsidiaries to) give has the Legal Right, each Company Joint Venture Entity, to Sellers and their Representatives permit, representatives of the Buyer to have reasonable access access, during normal business hours hours, and in a manner so as not to interfere with the normal business operations of the Seller, the Subject Entities and its and their Affiliates, to all premises, properties, designated executive officers and personnel, books, records (including Tax Records), contracts and documents of or pertaining to the offices, books and records relating to Business or 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 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information shall be 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 extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this AgreementSubject Entities. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary to generally conduct visual, non-invasive tests, examinations, and investigations of the Closing Date Business Assets, including those assessments necessary to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt determine the presence of environmental conditions or compliance with Environmental Requirements. No sampling or other invasive inspections of the requestBusiness Assets may be conducted without the Seller’s prior written consent, which shall not be unreasonably withheld. The Buyer (agrees to comply fully with all rules, regulations and instructions issued by the Seller, the Subject Entities and its and their Affiliates or other Persons in respect of Buyer’s or its Subsidiariesrepresentatives’ actions while upon, as applicableentering or leaving any properties of the Seller or any of the Subject Entities. The Buyer acknowledges and agrees that any information received in connection with this Section 5(f) may dispose will be subject to the terms and conditions of such recordsthe Confidentiality Agreement. The Buyer hereby agrees that it shall be liable for any and all Losses attributable to personal injury, death or physical or other property damage, or violation of the Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which the Buyer or its representatives associated with the Loss had been informed in writing, arising out of, resulting from or relating to any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by the Buyer or any of its representatives with respect to any of the Subject Entities and the Business, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNITEES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNITEES (collectively, “Investigation Losses”).

Access. Buyer agrees thatThe Receiver shall have unlimited and exclusive access to the Mortgaged Property as agent and attorney for the Mortgagor (which right of access shall not be revocable by the Mortgagor) and shall have full power and unlimited authority to do the following, following the Closing, and subject to Applicable Law and except as may be necessary to protect any applicable legal privilege, it shall (and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable access during normal business hours to the offices, books and records relating to instrument appointing 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 same in connection with Receiver: (a) collect the preparation Rents and take proceedings in the name of Tax Returns the Mortgagor and make arrangements or information returns, (b) reports or other obligations by Sellers to Governmental Authorities, (c) compromises with respect to the administration collection of Rents; (b) from time to time without notice or demand and free of charge occupy the Mortgaged Property and use any equipment, tools, undertaking or Improvements of the Excluded Assets Mortgagor; (c) carry on or Excluded Liabilities, concur in carrying on all or part of the business of the Mortgagor; (d) with respect borrow money on a secured or unsecured basis in priority to this Mortgage for such purposes approved by the administration of the Bankruptcy Cases, Mortgagee; (e) pursuinglease any portion of the Mortgaged Property which may become vacant on such terms and conditions as he considers advisable and enter into and execute Leases, prosecuting or commencing litigation on account of or relating to Excluded Assets, including avoidance actions, accept surrenders and terminate Leases; (f) objecting complete the construction of any Improvements on the Mortgaged Property left by the Mortgagor in an unfinished state or award the same to proofs of claims or administrative expense claims, others to complete; (g) preparing purchase, repair, alter and maintain any personal property including, without limitation, appliances and equipment, necessary or desirable to render the Final Settlement Statement Mortgaged Property operable or rentable and any other matters contemplated by Section 2.06 take possession of and use or permit others to use all or part of the Mortgagor’s materials, supplies, plans, tools, equipment (including appliances) and property of every kind and description; and (h) manage, operate, repair, alter or extend the Mortgaged Property and Improvements or any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information shall be 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 extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordspart thereof.

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 Purchaser shall (and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable access during normal business hours to the offices, 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 same in connection with permit: ------ (a) the preparation of Tax Returns or information returnsCompany, (b) reports or other obligations by Sellers the Stockholders and their respective advisers to Governmental Authoritieshave reasonable access to all properties, (c) with respect to the administration of the Excluded Assets or Excluded Liabilitiesbooks, (d) with respect to the administration of the Bankruptcy Casesaccounts, (e) pursuingrecords, prosecuting or commencing litigation on account Contracts, files, correspondence, tax records, and documents of or relating to Excluded AssetsPurchaser and to discuss such matters with the executive officers of Purchaser; Purchaser shall make available to the Company and the Stockholders and their respective advisers, including avoidance actionsprior to the filing of same, (f) objecting a copy of any materials, reports or statement to proofs of claims be filed with the SEC or administrative expense claims, (g) preparing the Final Settlement Statement and any other matters contemplated by Section 2.06 Governmental Authority, and all other information concerning its business and properties as the Company and the Stockholders may reasonably request; (hb) the Company and the Stockholders, at their sole cost and expense, to conduct, or cause its agents to conduct, such reasonable reviews, inspections, surveys, tests, and investigations of the assets of Purchaser as the Company or the Stockholders deem reasonably necessary or advisable; (c) the Company and the Stockholders and their respective advisers to consult with the accountants for Purchaser, and said accountants are hereby authorized to disclose all information in their possession to the Company, the Stockholders and their advisers with respect to Purchaser and the businesses thereof; and (d) subject in each case to the prior approval of Purchaser, the Company, the Stockholders and their respective advisers to discuss the proposed acquisition with the employees of Purchaser; provided that representatives of Purchaser may be present during any final determination such discussions and provided that such discussions are coordinated with representatives of any audit Purchaser as to the content of such proposed discussions to assure that such discussions do not interfere unreasonably with the business and operations of Purchaser or examination, Proceeding or determinationharm the relationship which Purchaser has with its employees; provided, however, that all such information any investigation pursuant to this Section shall be held conducted -------- ------- in confidence by Sellers, their Affiliates and their respective Representatives and may such manner as not be disclosed to any other Person without the written consent of Buyer, except to the extent reasonably required in connection interfere unreasonably with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (businesses and shall cause its Subsidiaries to) preserve all such books and records for a period operations of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsPurchaser.

Access. Buyer agrees thatThe Contributors will afford to the Partnership and its counsel, following financial advisors, auditors and other authorized representatives (“Representatives”) reasonable access to the ClosingContributors’ 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 subject will furnish to Applicable Law the Partnership such other information as it may reasonably request, unless any such access and except as may be necessary disclosure would violate the terms of any agreement to protect which the Contributors and the Companies are bound or any applicable legal law or regulation, or jeopardize the availability of any privilege, it shall (and shall cause its Subsidiaries to) give . The Contributors will use their reasonable best efforts to Sellers 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, during normal business hours hours, to the officesCompanies’ assets and properties; provided that such access shall be at the sole cost, books expense 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 risk of the 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information shall be 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 extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsPartnership.

Access. Buyer agrees thatFrom the date hereof until the Closing Date, following the Closing, and subject to Applicable Law and except as may be necessary to protect any applicable legal privilege, it shall (and Seller shall cause the SRLP Entities to provide Acquiror and its Subsidiaries to) give to Sellers Affiliates and their Representatives with reasonable access during normal business hours and upon reasonable notice to (i) the offices, properties, books and records relating of the SRLP Entities; provided that such access does not unreasonably interfere with the normal operations of any of the SRLP Entities and (ii) information related to the Assets financial or Tax records of SRLP Entities, including Tax Returns (including any operations relating thereto supporting documents), elections, Contracts, schedules, officer’s certificates, analyses, memoranda, tax opinions, and any other information in the SRLP’s possession, in each case, as may be reasonably requested by Acquiror to assess that SRLP satisfies the exception for any and all periods prior to and including partnerships that meet the Closing Date as Sellers and their Representatives may reasonably request and to make copies “qualifying income” requirement in Section 7704(c) of the same Code. The information provided pursuant to this Section 6.1 shall constitute Information (as defined in connection with the Confidentiality Agreement) under the Confidentiality Agreement. Nothing set forth in this Agreement shall require Seller to, or to cause any SRLP Entity to, (a) the preparation of Tax Returns allow Acquiror and its Affiliates or information returnsRepresentatives to, and Acquiror and its Affiliates and Representatives shall not, conduct any sampling, boring drilling or other invasive investigation activities with respect to soil, groundwater or other media, including any Phase II Environmental Site Assessments, (b) reports provide Acquiror and its Affiliates or other obligations by Sellers to Governmental AuthoritiesRepresentatives with any information regarding Seller’s businesses, assets, financial performance or condition or operations not involving the SRLP Entities, or (c) provide access to or disclose information where such access or disclosure would jeopardize any attorney-client privilege otherwise applicable with respect to such information or contravene any Law, fiduciary duty or binding agreement entered into prior to the administration 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 the SRLP Entities, restore the properties and assets of the Excluded Assets or Excluded Liabilities, (d) with respect SRLP Entities to at least the same condition they were in prior to the administration commencement of the Bankruptcy Cases, (e) pursuing, prosecuting or commencing litigation on account of or relating any access provided to Excluded AssetsAcquiror and its Affiliates and Representatives, including avoidance actions, (f) objecting to proofs of claims or administrative expense claims, (g) preparing the Final Settlement Statement and any other matters contemplated by Section 2.06 and (h) any final determination repair of any audit damage done or examination, Proceeding or determination; provided, however, that all resulting from such information shall be 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 extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsaccess.

Access. Buyer agrees that(a) Subject to the provisions of Section 3(c), following Purchaser or its agents, employees, consultants, inspectors, appraisers, engineers and contractors (collectively, “Purchaser’s Representatives”) shall have the Closingright, prior to the Closing Date, from time to time, upon at least two (2) business days’ prior written notice to Seller, to enter upon and subject to Applicable Law and except as may be necessary to protect any applicable legal privilege, it shall (and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable access pass through the Unit during normal business hours to examine and inspect the officessame. If Purchaser or Purchaser’s Representatives desire to conduct borings of the Unit or drilling in or on the Unit, 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 same in connection with (a) the preparation of Tax Returns or information returnsother invasive testing, (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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information shall be 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 extent reasonably required in connection with the foregoing clauses preparation of an environmental audit or in connection with any other inspection of the Unit, Purchaser shall give notice thereof to Seller, which notice shall describe the scope and purpose of such inspection or testing, and Purchaser shall obtain the prior written consent of Seller thereto, which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding any such inspection, or anything to the contrary herein contained, Purchaser’s obligations hereunder shall not be limited or otherwise affected as a result of any fact, circumstance or other matter of any kind relating to the physical condition of the Unit discovered following the date hereof in connection with any such inspection, access or otherwise; it being agreed that Seller is permitting Purchaser such right of inspection and access as a courtesy to Purchaser in its preparation for taking title to the Property. Without limiting the generality of the foregoing, (a)-(hi) Purchaser agrees that it shall not have any so-called “due diligence period” and that it shall have no right to terminate this Agreement or obtain a reduction of the Purchase Price as a result of any such fact, circumstance or other matter so discovered relating to the physical condition of the Unit, and (ii) Purchaser shall have no right to terminate this Agreement or obtain a return of the Deposit except as expressly provided in this Agreement. (b) [Intentionally Omitted]. (c) In conducting any inspection of the Unit or otherwise expressly contemplated by accessing the Unit, Purchaser and Purchaser’s Representatives shall at all times comply with all laws and regulations of all applicable governmental authorities, and neither Purchaser nor any of Purchaser’s Representatives shall (i) contact or have any discussions with any of Seller’s employees, agents or representatives, or contractors providing services to, the Unit, unless in each case Purchaser obtains the prior written consent of Sang Man ▇▇▇ (“Seller’s Representative”), or (ii) damage the Property. Seller may from time to time establish reasonable rules of conduct for Purchaser and Purchaser’s Representatives in furtherance of the foregoing. In connection with such access, Purchaser and Purchaser’s Representatives shall assume all risk associated with the current condition of the Unit. Purchaser shall schedule and coordinate all access and inspections, including, without limitation, any environmental tests, with Seller’s Representative and shall give Seller’s Representative at least two (2) business days’ prior notice thereof. Seller shall be entitled to have a representative present at all times during each such inspection or other access. In the event of any physical damage to the Property, the common elements or Seller’s equipment or facilities which Purchaser or any of Purchaser’s Representatives cause in connection with any inspections or access to the Unit, Purchaser shall, at Seller’s election, promptly restore or repair such damage substantially to its condition existing before such damage, or pay to Seller on demand the out-of-pocket cost of repairing and restoring any damage which Purchaser or Purchaser’s Representatives shall cause, and such obligation of Purchaser shall survive any termination of this Agreement. Buyer If Purchaser does not pay to Seller such cost within six (6) business days’ demand by Seller, Purchaser shall pay to Seller such cost with interest at the Default Rate. In the event Purchaser shall become entitled under any other provision of this Agreement to a return of the Deposit, the cost of any such repair or restoration not completed or paid (including, if applicable, the additional interest at the Default Rate as provided for in the immediately preceding sentence) shall be withheld from the Deposit and paid to Seller before any remaining balance of the Deposit is returned to Purchaser. All inspection fees, appraisal fees, engineering fees and other costs and expenses of any kind incurred by Purchaser or Purchaser’s Representatives relating to such inspection and its other access shall be at the sole expense of Purchaser. In the event that the Closing hereunder shall not occur for any reason whatsoever, Purchaser shall: (A) promptly deliver to Seller, at no cost to Seller, and without representation or warranty, the originals of all tests, reports and inspections of the Unit, made and conducted by Purchaser or Purchaser’s Representatives or for Purchaser’s benefit which are in the possession or control of Purchaser or Purchaser’s Representatives, and (B) promptly return to Seller copies of all due diligence materials delivered by Seller to Purchaser or, at Seller’s election, confirm in writing to Seller that Purchaser has destroyed all copies and abstracts thereof. Purchaser shall and shall cause its Subsidiaries to) preserve Purchaser’s Representatives, and any others who gain access to the due diligence materials through Purchaser or Purchaser’s Representatives, to treat all such books due diligence materials as confidential and records for proprietary to Seller, and shall not disclose to others, other than to any Disclosure Parties (as hereinafter defined), during the term of this Agreement (or thereafter in the event that the Closing hereunder shall not occur) any such due diligence materials whether verbal or written, or any description whatsoever which may come within the knowledge of Purchaser, Purchaser’s Representatives, or such other parties, unless, in each instance, Purchaser obtains the prior written consent of Seller. Purchaser and Purchaser’s Representatives shall not be permitted to conduct borings of the Unit or common elements or drilling in or on the Unit or common elements, or any other invasive testing, in connection with the preparation of an environmental audit or in connection with any other inspection of the Unit without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). If such consent is given, in the event of any physical damage to the Property or Seller’s equipment or facilities which Purchaser or any of Purchaser’s Representatives cause in connection with such boring, drilling or invasive testing, Purchaser shall, at Seller’s election, either promptly restore or repair such damage substantially to its condition existing before such damages, or pay to Seller on demand the cost of repairing and restoring any borings or holes created or any other damage as aforesaid, and in the event Purchaser shall become entitled under any other provision of this Agreement to a period return of three the Deposit, the cost of any such repair or restoration not completed or paid shall be withheld from the Deposit and paid to Seller before any remaining balance of the Deposit is returned to Purchaser. Purchaser shall not permit any liens to be filed against the Unit and any liens against the Unit, or any portion thereof, arising from the performance of services by third-party contractors in connection with Purchaser’s access activities shall be removed by Purchaser as promptly as practicable and in any event not later than thirty (330) years business days after the Closing; provided, however, that Buyer Purchaser shall have the right at any time after the second (2nd) anniversary been notified of the filing of such liens. The provisions of this Section 3(c) shall survive the Closing or any termination of this Agreement until the Survival Date set forth in Section 41 (Survival) hereof. (d) Prior to request in writing that Sellers take conducting any such records andphysical inspection or testing at the Unit, other than mere visual examination, including without limitation, boring, drilling and sampling of soil, Purchaser shall obtain and maintain and shall cause the applicable Purchaser’s Representatives under its control who are not otherwise covered by Purchaser’s insurance to obtain and maintain, at its expense, commercial general liability insurance, including a contractual liability endorsement, and personal injury liability coverage, with Seller and its managing agent, if Sellers do any, as additional insureds, from an insurer reasonably acceptable to Seller, which insurance policies must have limits for bodily injury and death of not agree less than Five Million Dollars ($5,000,000) (Ten Million Dollars ($10,000,000) in the case of any boring, drilling or any other invasive testing) for any one occurrence and not less than Five Million Dollars ($5,000,000) (Ten Million Dollars ($10,000,000) in the case of any boring, drilling or any other invasive testing) for property damage liability for any one occurrence, and statutory Worker’s Compensation insurance. Prior to take such records within ninety making any entry upon the Unit, Purchaser shall furnish to Seller a certificate of insurance evidencing the foregoing coverages and naming Seller and the Seller Parties as an additional insureds. Such insurance coverage limits shall not limit, or be construed as a limitation on, Purchaser’s liability hereunder. (90e) Business Days after receipt Purchaser shall indemnify and hold Seller and its disclosed or undisclosed, direct and indirect shareholders, officers, directors, trustees, partners, principals, members, employees, agents, affiliates, parent companies, related companies, representatives, consultants, accountants, contractors and attorneys or other advisors, and any successors or assigns of the requestforegoing (collectively with Seller, Buyer “Seller Parties”) harmless from and against any and all losses, costs, damages, liens, claims, liabilities or expenses (including, but not limited to, reasonable attorneys’ fees, court costs and disbursements) as and when incurred by any of the Seller Parties arising from or its Subsidiariesby reason of Purchaser’s and/or Purchaser’s Representatives’ (i) access to, as applicableor inspection of, the Unit, (ii) may dispose any tests or other investigations conducted by or on behalf of such recordsPurchaser, or (iii) breach of the terms or provisions of this Section 3. The provisions of this Section 3(e) shall survive the Closing or any termination of this Agreement until the Survival Date set forth in Section 41 (Survival) hereof. (f) [Intentionally Omitted]. (g) Seller agrees that not later than five (5) business days prior to Closing, Seller shall either (i) confirm that Purchaser did not cause any damage to the Building during Purchaser’s access and investigations and that nothing has arisen which would trigger a right of indemnification of Seller by Purchaser or (ii) provide Purchaser with a written notice explaining in reasonable detail any damage to the Building caused by Purchaser during Purchaser’s access and investigations.

Access. Buyer agrees thatUpon execution of this Agreement until the Closing Date, following the Closing, and subject to Applicable Law the limitations expressly set forth in this Agreement, Seller and except as may be necessary to protect any applicable legal privilege, it its Affiliates shall (provide Purchaser and shall cause its Subsidiaries to) give to Sellers and their Representatives representatives reasonable access during normal business hours to the offices, books and records relating to the Assets or any operations relating thereto for any operated by Seller and all periods prior access to and including the Closing Date as Sellers and their Representatives may reasonably request and right to make copies copy, at Purchaser’s sole expense, the Records in Seller’s possession for the purpose of conducting a confirmatory review of the same in connection with Assets, but only to the extent that Seller may do so without (a) the preparation of Tax Returns or information returnsviolating applicable Laws, (b) reports or other violating any obligations by Sellers to Governmental Authoritiesany Third Party, (c) with respect to the administration waiving any legal privilege of the Excluded Assets Seller, any of its Affiliates or Excluded Liabilitiesits counselors, attorneys, accountants or consultants, and (d) with respect to the administration 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, and Purchaser’s investigation shall be conducted in a manner that minimizes interference with the operation of the Bankruptcy Cases, (e) pursuing, prosecuting or commencing litigation on account business 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 Seller and any 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 matters contemplated obligations to or by Section 2.06 and (hSeller) any final determination to obtain permission for Purchaser to gain access to Third Party operated Properties to inspect the condition of any audit or examination, Proceeding or determinationthe same; provided, however, that all Seller shall have no liability to Purchaser (or otherwise be in breach of this agreement) for failure to obtain such information shall be 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 extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closingoperator’s permission; provided, howeverfurther, that Buyer if Seller or its Affiliates fails to grant its consent (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 at any time after the second (2ndin its sole discretion) anniversary of the Closing Date to request elect in writing that Sellers take any such records 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 Sellers do 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 agree have the right to take such records within ninety (90) Business Days after receipt of the request, Buyer (exclude Assets that are operated by a Third Party. Seller or its Subsidiaries, as applicable) may dispose of such recordsdesignee shall have the right to accompany Purchaser and its representatives whenever they are on site on the Assets.

Access. Buyer agrees thatUpon reasonable advance written notice, following the ClosingCompany and each of the Acquired Companies shall afford Parent’s representatives reasonable access, and subject to Applicable Law and except as may be necessary to protect any applicable legal privilege, it shall (and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable access during normal business hours throughout the period prior to the officesEffective Time, to the Company’s books and records relating records, properties and facilities (in each case, as related to the Assets or any operations relating thereto for any Acquired Companies and Company Properties) and, during such period, the Company shall furnish promptly to Parent all periods prior to readily available information concerning the Company’s and including the Closing Date Acquired Companies’ business as Sellers and their Representatives Parent may reasonably request and to make copies of the 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determinationrequest; provided, however, that all such information the Company shall not be required to permit any inspection or other access, or to disclose any information, that in the reasonable judgment of the Company could reasonably be expected to: (a) result in the disclosure of any Trade Secrets of third parties; (b) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; (d) violate any Law; or (e) materially interfere with the 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 held in confidence by Sellersperformed without the prior written approval of the Company, their Affiliates and their respective Representatives and may which approval shall not be disclosed unreasonably withheld, conditioned or delayed. While on the Company Properties, Parent will comply, and will cause any of its representatives to comply, in all material respects with all applicable governmental laws and regulations. Parent shall repair any other Person without damage to the written consent Company Properties or any adjacent property caused by such actions to the substantially same condition as existed prior to Parent’s action and does hereby agree to indemnify, defend, save and hold Company and, as the case may be, its subsidiaries, members, managers, partners, trustees, shareholders, directors, officers, employees and agents of Buyerthe Company and its members (collectively, “Company Parties”) harmless of and from any and all claims, damages, losses, costs, expenses and liabilities (collectively, “Claims”) which Company or Company Parties may suffer, or to which they may be subject, by reason of, or in any manner directly as a result of, the inspections of Parent and its representatives at the Company Properties except (i) to the extent reasonably required 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 connection with 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 clauses 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 (a)-(hbefore 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 expressly contemplated required by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closingapplicable law or legal process; provided, however, that Buyer Parent shall have first notify the right 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 any time after the second 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 (2ndor caused to be furnished) anniversary 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 Date. No investigation pursuant to request 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 consent not to be unreasonably withheld, conditioned or delayed), and the Parent Parties acknowledge and agree that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt contact shall be arranged by and with a representative of the request, Buyer (or Company participating. All information obtained by Parent and its Subsidiaries, representatives pursuant to this Section 6.4 shall be treated as applicable) may dispose “Evaluation Material” of such recordsthe Company for purposes of the Confidentiality Agreement.

Access. Buyer agrees thatDuring the Pre-Closing Period, following the ClosingSeller shall, and subject to Applicable Law and except as may be necessary to protect any applicable legal privilege, it shall (and shall cause the Sold Companies to, (i) reasonably cooperate with Buyer to facilitate the transition to Buyer on the Closing Date of the IT systems and network used in the operation of the Business or by the Sold Companies (provided that such cooperation does not unreasonably interfere with the Business or the business of Seller), and (ii) afford to Buyer, through its Subsidiaries to) give to Sellers employees and their Representatives authorized representatives, reasonable access during normal business hours and upon prior reasonable written notice to Seller, to the officesofficers, books properties, facilities, assets, Contracts, books, financial information and records of the Sold Companies (including (x) working papers and data in the possession of Seller or the Sold Companies or its accountants and (y) IT staff in order to assess the transition of IT services to Buyer); provided that such access does not interfere unreasonably with the normal business operations of Seller or the Sold Companies; and provided, further, that such access shall not include any invasive or destructive sampling or testing of any environmental medium or building material; provided, further, Buyer shall not have access to personnel records of Seller or its Affiliates relating to individual performance or evaluation records, medical histories or other information which in Seller’s good faith opinion is sensitive or the Assets disclosure of which could subject Seller or any operations relating thereto for of its Affiliates to risk of liability. If the foregoing access involves entry onto any and all periods prior to and including the Closing Date as Sellers and their Representatives may reasonably request and to make copies properties of the same Sold Companies, Seller shall be entitled to have a representative of Seller accompany Buyer or its authorized representatives at all times. Notwithstanding anything to the contrary in this Agreement, Seller and the Sold Companies shall not be required to disclose (A) any information to Buyer if Seller is advised in writing by counsel that such disclosure would be reasonably likely to (w) include competitively sensitive information (in which case such information shall be disclosed in compliance with the Joint Defense Agreement), (x) jeopardize any attorney-client privilege, or (y) violate any applicable Law or Order, (B) information relating to any sale or divestiture process conducted by Seller or its Affiliates for the Business or Seller’s or its Affiliates’ (or their Representatives’) evaluation of the Business in connection with (a) the preparation of Tax Returns or information returnstherewith, (b) reports including projections, financial or other obligations by Sellers information relating thereto, or (C) any consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Sold Companies) is the common parent or any other information relating to Governmental Authorities, (c) with respect Taxes or Tax returns other than information relating solely 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determinationSold Companies; provided, however, that all such information Seller shall be held in confidence by Sellerscooperate with Buyer and shall use commercially reasonable efforts to design and implement alternative disclosure arrangements and, their Affiliates and their respective Representatives and may not be disclosed to any other Person without the written consent of Buyer, except to the extent reasonably required available, use such alternative disclosure arrangements to provide information, documents, and access to the Buyer and its representatives, agents, employees, counsel, and advisors in connection a manner that would not violate applicable Law or Order or cause the loss of attorney-client privilege with respect thereto. The parties agree that the provisions of the Confidentiality Agreement shall continue in full force and effect following the execution and delivery of this Agreement until the Closing, and all information obtained pursuant to this Section 5.2 shall be kept confidential in accordance with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Confidentiality Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such records.

Access. Buyer agrees that, following (a) Prior to the Closing, Closing and subject to Applicable Law applicable Laws, Investor shall be entitled, through its officers, employees and except as may be necessary Representatives (including its legal advisors and accountants), to protect any applicable legal privilege, it shall (and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable have such access during normal business hours to the officesproperties, management, businesses and operations of the Group Companies and such examination of the 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 same Group Companies as it reasonably requests in connection with the transactions contemplated by this Agreement (a) the preparation of including Tax Returns or information returnsand Tax work papers). Any such access and examination shall be conducted on reasonable advance written notice, (b) reports or 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 obligations by Sellers Representatives of the Group Companies to Governmental Authoritiesreasonably cooperate with Investor in connection with such access and examination, (c) and each of Investor and its Representatives shall reasonably cooperate with respect 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 administration 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 Excluded Assets Group Companies to disclose information subject to attorney client privilege or Excluded Liabilities, (d) conflict with respect any confidentiality obligations 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 which any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determinationGroup Company is bound; provided, however, that all such information Trailblazer shall be held in confidence by Sellers, their Affiliates and cause the Group Companies to use their respective Representatives and commercially reasonable efforts to obtain a waiver of 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 disclosed unreasonably withheld, conditioned or delayed), Investor shall not, and shall cause its officers, employees, legal advisors, consultants, agents, accountants and other Representatives not to, contact any supplier, customer, independent contractor, landlord, lessor, bank, any Person with whom any Group Company has or has had a business relationship or other lender or Representative of or to the Group Companies with respect to any other Person without Group Company or the written consent of Buyer, except to the extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly transactions contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, provided that Buyer Trailblazer shall have the right at to have one or more Representatives present during any time after such contact in the second event that it consents to such contact, and (2ndy) anniversary neither Investor nor its Representatives shall have any right to perform invasive or subsurface investigations of the Closing Date properties or facilities of any Group Company without the prior written consent of Trailblazer (which consent may be withheld for any or no reason). Trailblazer does not make any representation or warranty as to request in writing that Sellers take the accuracy of any information (if any) provided pursuant to this Section 5.5(a) and none of Investor and/or any other Person may rely on the accuracy of any such records andinformation, if Sellers do not agree other than as expressly set forth in Trailblazer’s representations and warranties contained in Article II; provided that no investigation pursuant to take such records within ninety this Section 5.5(a) by Investor or its Representatives shall be deemed to modify any of Trailblazer’s representations and warranties contained in Article II. (90b) Business Days after receipt Investor acknowledges that the information provided to Investor in connection with this Agreement and the transactions contemplated hereby is subject to the terms of the requestMutual Confidentiality and Non-Disclosure Agreement between Groupon and KKR Asia Limited, Buyer a Hong Kong Company, dated as of December 18, 2014 and the Mutual Confidentiality and Non-Disclosure Agreement between Groupon and Anchor Equity Partners (or its SubsidiariesAsia) Ltd., dated as of November 24, 2014, as applicable) may dispose either of such recordsagreements may be amended or supplemented, the terms (including of any amendments or supplements) of which are incorporated herein by reference.

Access. Buyer agrees that(a) To the extent permitted by applicable Law, following between the Closingdate of this Agreement and the Effective Date, Seller will, during ordinary business hours and subject to Applicable Law and except as may be necessary to protect any applicable legal privilege, it shall upon reasonable notice: (and shall cause its Subsidiaries toi) give to Sellers Buyer and their Buyer’s Representatives reasonable access during normal business hours to the officesPurchased Assets; and (ii) permit Buyer and Buyer’s Representatives to make such reasonable inspections thereof as Buyer may reasonably request; provided, however, that (i) any such inspection will be conducted in such a manner as not to materially interfere with the operation of the Business or any other Person; (ii) Seller shall not be required to take any action which would constitute or result in a waiver of the attorney-client privilege or violate any of its contracts or agreements; and (iii) Seller shall 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 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 records if such access could, in Seller’s good faith judgment, subject Seller to risk of liability or otherwise violate applicable Law, including the 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 Purchased Assets. (b) For a period of seven (7) years after the Effective Date, each Party and its representatives will have reasonable access to all of the books and records relating to the Business or the Purchased Assets or any operations relating thereto for any and all periods prior to and including in the Closing Date as Sellers and their Representatives may reasonably request possession of the other Party, and to make copies the employees of the same in connection with (a) the preparation of Tax Returns or information returnsother Party, (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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information shall be 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 extent that such access may reasonably be required by such Party in connection with the foregoing clauses (a)-(h) Assumed Obligations or the Excluded Liabilities, or other matters relating to or affected by the operation of the Business and the Purchased Assets. Such access will be afforded by the applicable Party upon receipt of reasonable advance notice and during normal business hours, and will be conducted in such a manner as otherwise expressly contemplated not to interfere with the operation of the business of any Party or its respective Affiliates. The Party exercising the right of access hereunder will be solely responsible for any costs or expenses incurred by this Agreementeither Party in connection therewith. Buyer Each Party shall (and shall cause its Subsidiaries to) preserve all retain such books and records for a period of three seven (37) years after from the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsEffective Date.

Access. Buyer agrees that, following (a) Prior to the Closing, Raintree and subject the Company shall permit Buyer and its representatives to Applicable Law and except as may be necessary to protect any applicable legal privilegehave access, it shall (and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable access during normal regular business hours and upon reasonable advance notice, to all information, wherever located, obtained by Raintree or the offices, books and records relating to Company from Bancomer under the Assets Bancomer Agreement or from 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 same in connection with (a) the preparation of Tax Returns or information returns, (b) reports advisors or other obligations by Sellers to Governmental Authorities, (c) source with respect to the administration Transactions under the control or direction of Raintree and/or the Company. (b) In the event of the Excluded Assets or Excluded Liabilitiestermination of this Agreement, (d) with respect Buyer shall promptly deliver to the administration Company, all original documents, work papers and other material obtained by Buyer or on its behalf from Raintree and the Company, or any 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information shall be 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 Buyeragents, except to the extent reasonably required employees or representatives as a result hereof or in connection with herewith whether so obtained before or after the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreementexecution hereof. Buyer shall at all times prior to the Closing Date, and in the event of termination of this Agreement, cause any information so obtained to be kept confidential and will not use, or permit the use of, such documents, work papers and other materials in its business or any other manner or for any other purpose except as contemplated hereby. The foregoing shall not preclude Buyer from (and shall cause its Subsidiaries toi) preserve all disclosing any information obtained from Raintree or the Company to Buyer's consultants, accountants, legal advisors or other similar representatives, (ii) using or disclosing such books and records for information which currently is known generally to the public or which subsequently has come into the public domain, other than because of disclosure in violation of this Agreement, (iii) using or disclosing of such information that becomes available to Buyer on a period non-confidential basis from a source other than Raintree, the Company or Raintree's or the Company's agents provided that such source does not have an obligation prohibiting the disclosure of three such information, (3iv) years after the Closing; disclosure to Buyer's officers, directors and/or affiliates or (v) disclosing such information required by Law or court order, provided, howeverthat, that as soon as Buyer shall have the right at any time after the second (2nd) anniversary has knowledge of the Closing Date to request in writing that Sellers take any requirement for such records anddisclosure, if Sellers do not agree to take such records within ninety (90) Business Days after receipt Buyer will promptly give the Company oral and then written notice of the request, Buyer (nature of the Law or its Subsidiaries, as applicable) may dispose of such recordsorder requiring disclosure and the disclosure to be made in accordance therewith.

Access. Buyer agrees thatDuring the pendency of this Agreement, following Purchaser, personally or through its authorized agents, shall be entitled upon reasonable advance notice to the Closing, and subject applicable Seller Party to Applicable Law and except as may be necessary to protect any applicable legal privilege, it shall (and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable access enter upon the Real Property during normal business hours and shall have the right to make such investigations, studies and analyses as Purchaser deems necessary or advisable, subject to the offices, 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 same in connection with following limitations: (a) such access shall not violate any law or, so long as the preparation of Tax Returns or information returnssame has been delivered to Purchaser, any agreement to which Seller is a party; (b) reports a representative of the applicable Seller Party shall have the right to be present when Purchaser or other obligations by Sellers to Governmental Authoritiesits representatives conducts its or their investigations on the Real Property or communicates with any Tenants, (c) neither Purchaser nor its representatives shall interfere with respect any construction activities taking place on the Real Property (except to the administration of the Excluded Assets or Excluded Liabilities, a de minimis extent); (d) with respect neither Purchaser nor its agents shall damage the Real Property or any portion thereof (except to the administration of the Bankruptcy Cases, a de minimis extent); (e) pursuingbefore Purchaser or its agents enter onto the Real Property, prosecuting 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 commencing litigation 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 account 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 Excluded Assets, including avoidance actions, (f) objecting to proofs the activities of claims Purchaser or administrative expense claims, (g) preparing the Final Settlement Statement and any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determinationits agents; provided, however, that all such information Purchaser shall be held not indemnify, hold harmless or defend Seller or any of the Seller Parties against any loss, liability, claims, costs (including reasonable attorney’s fees), liens or damages caused by any Seller Party’s negligence or willful misconduct, or which arise out of the mere discovery of conditions that were present before Purchaser entered onto the Real Property, and (g) without Seller’s prior written consent, which Seller may give or withhold in confidence by Sellersits absolute discretion, their Affiliates and their respective Representatives and may Purchaser shall not be disclosed to conduct any Phase II investigations, soil borings or other Person without invasive tests on or around the written consent Real Property. The foregoing indemnification obligation shall survive the Closing or termination of Buyer, except to the extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such records.

Access. Buyer agrees that(i) For purposes of furthering the transactions contemplated hereby, following the ClosingSeller shall afford Buyer, and subject to Applicable Law its Affiliates and except as may be necessary to protect any applicable legal privilege, it shall (and shall cause its Subsidiaries to) give to Sellers and their Representatives respective officers, directors, managers, equity owners, members, employees, accountants, consultants, legal counsel bankers, advisors, representatives and authorized agents (collectively, “Representatives”), reasonable access during normal business hours upon reasonable advance notice to Seller, throughout the officesperiod from the Execution Date until the earlier of the termination of this Agreement and the date that is two years after the Closing Date, to Seller’s personnel, properties, contracts, commitments, books and records and such other information concerning the business, properties and personnel of the Business as Buyer may reasonably request; provided that Seller shall not be obligated to provide or give access to any minutes of meetings or resolutions of Seller’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 7(c), any document, correspondence or information or other access provided pursuant to this Section 7(c) may be redacted or otherwise limited to prevent disclosure of information concerning the valuation of Seller and/or the Business and the purchase of the Acquired Assets or any other similarly confidential or competitively sensitive information. All access pursuant to this Section 7(c) shall be conducted in such a manner as not to interfere unreasonably with the normal operations relating thereto for any of Seller. (ii) Seller shall, and all periods prior shall cause its Affiliates to, provide Buyer with full access (including after normal working hours and on non-Business Days and other days on which Seller’s operations are customarily closed) to and including the Closing Date as Sellers and their Representatives may reasonably request and to make copies each of the same real properties owned or leased by Seller or any of its Affiliates at which any of the Acquired Assets are physically located in connection order to allow Buyer to inspect such tangible Acquired Assets and take Inventory. (iii) In order to facilitate Seller’s efforts to administer and close the Bankruptcy Case, for a period of two years following the Closing, Buyer shall permit Seller and Seller’s Representatives (collectively, “Permitted Access Parties”) during regular business hours and subject to agreeing to customary confidentiality obligations, with reasonable notice, and subject to reasonable rules and regulations, reasonable access to the financial and other books and records which comprised part of the Acquired Assets that are required to administer and close the Bankruptcy Case, which access shall include (aA) the preparation right of Tax Returns or information returnssuch Permitted Access Parties to copy, at such Permitted Access Parties’ expense, such required documents and records and (bB) reports or other obligations by Sellers to Governmental Authorities, (c) with respect Buyer’s copying and delivering to the administration relevant Permitted Access Parties such documents or records as they require, but only to the extent such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions of the Excluded Assets or Excluded Liabilities, (d) with respect materials to be so copied and applicable Permitted Access Party reimburses Buyer for 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 reasonable costs and any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determinationexpenses thereof; provided, however, that all such information the foregoing rights of access shall be held in confidence by Sellers, their Affiliates and their respective Representatives and may not be disclosed exercisable in such a manner as to interfere with the normal operations of Buyer’s business. Notwithstanding anything contained in this Section 7(c) to the contrary, in no event shall Seller have access to any other Person without information that, based on advice of Buyer’s counsel, could (i) reasonably be expected to create liability under applicable Law, or waive any legal privilege, (ii) result in the written consent discharge of any Trade Secrets of Buyer, except its affiliates or any third parties or (iii) violate any obligation of Buyer with respect to the extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsconfidentiality.

Access. Buyer agrees that(a) Upon execution of this Agreement until the Closing Date, following the ClosingSellers shall give Purchaser, its Affiliates, and subject each of their respective officers, employees, agents, accountants, attorneys, investment bankers, environmental consultants, and other authorized representatives (“Purchaser’s Representatives”) reasonable access to Applicable Law the Records in Sellers’ possession during Sellers’ normal business hours, for the purpose of conducting a confirmatory review of the Assets, but only to the extent that Sellers may do so without (i) violating applicable Laws, (ii) waiving any legal privilege of any Seller, any of its Affiliates or its counselors, attorneys, accountants or consultants, or (iii) violating any obligations to any Third Party. Such access shall be granted to Purchaser in the offices of Sellers located in Houston, Texas. All investigations and except as may due diligence conducted by Purchaser or any of Purchaser’s Representatives shall be necessary 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. Sellers or its designee shall have no rights to protect conduct any applicable legal privilegeenvironmental assessment, it sampling or testing of any environmental media on or relating to or on any Asset. If the Closing does not occur, Purchaser (A) shall promptly return to Sellers 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 (B) shall keep and shall cause each of Purchaser’s Representatives to keep, any and all information obtained by or on behalf of Purchaser confidential, except, in each case, as otherwise required by Law. (b) Purchaser agrees to indemnify, defend, and hold harmless each member of the Seller Group, the other owners of interests in the Mineral Interests, and all such Persons’ stockholders, members, managers, officers, directors, employees, agents, lenders, advisors, representatives, accountants, attorneys, and consultants from and against any and all Damages (including court costs and reasonable attorneys’ fees), including Damages attributable to, arising out of, or relating to access to the Records or any offices of Sellers by Purchaser or any of Purchaser’s Representatives, EVEN IF SUCH CLAIMS, DAMAGES, LIABILITIES, OBLIGATIONS, LOSSES, COSTS, AND EXPENSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT), STRICT LIABILITY OR OTHER LEGAL FAULT OF ANY MEMBER OF THE SELLER GROUP. (c) During all periods that Purchaser or any of Purchaser’s Representatives are on Sellers’ premises, Purchaser shall maintain, at its Subsidiaries tosole expense and with insurers reasonably satisfactory to Sellers, policies of insurance of the types and in the amounts reasonably requested by Sellers. Coverage under all insurance required to be carried by Purchaser hereunder shall (i) give be primary insurance, (ii) list the members of the Seller Group as additional insureds, (iii) waive subrogation against the members of the Seller Group, and (iv) provide for five (5) days prior notice to Sellers and their Representatives reasonable access during normal business hours in the event of cancellation or modification of the policy or reduction in coverage. Upon request by Sellers, Purchaser shall provide evidence of such insurance to the offices, books and records relating Sellers prior to entering 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 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 any other matters contemplated by Section 2.06 and (h) any final determination premises of any audit or examination, Proceeding or determination; provided, however, that all such information shall be 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 extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (Seller or its Subsidiaries, as applicable) may dispose of such recordsAffiliates.

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 (and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable access during normal business hours to the offices, 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 same in connection with (a) From and after the preparation Execution Date, until 5:00 p.m. Central time on February 19, 2013 (the “Defect Deadline”), Seller shall give Buyer (and any of Tax Returns its officers, employees, agents, accountants, attorneys, investment bankers, landmen, consultants or information returnsother designated representatives (collectively, “Buyer’s Representatives”)) reasonable access to the Properties (including the Records) in Seller’s possession, solely for the purpose of Buyer’s due diligence investigation of the Properties, but only to the extent that Seller may do so without violating any confidentiality or other obligations to any third party and only to the extent that Seller has the authority to grant such access without breaching any obligation or restriction binding on Seller (or any of its affiliates). Such access by Buyer shall be limited to Seller’s normal business hours, and any weekends and after hours requested by Buyer that can be reasonably accommodated by Seller, and Buyer’s investigation shall be conducted in a manner that minimizes interference with the operation of the Properties. (b) reports Buyer acknowledges that the permission of the operator (if other than Seller) or other obligations by Sellers another third person may be required before Buyer will be able to Governmental Authorities, (c) with respect inspect portions of the Properties and that such permission must be obtained prior to the administration inspection of such portions. Seller shall use commercially reasonable efforts to obtain such permission for Buyer upon Buyer’s request. All inspections pursuant to this Section 5.1 shall be conducted at Buyer’s sole cost, risk and expense, and any conclusions made from any such investigation done by Buyer or any of Buyer’s Representatives shall result from Buyer’s own independent review and judgment. Buyer agrees to comply with (and to cause Buyer’s Representatives to comply with) the rules, regulations and instructions issued by Seller or any operator of the Excluded Assets or Excluded Liabilities, (d) with respect to Properties regarding the administration actions 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information shall be 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 extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries toBuyer’s Representatives) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at in conducting any time after the second (2nd) anniversary of the Closing Date inspection pursuant to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsthis Section 5.1.

Access. Buyer agrees that, following (a) From and after the Closing, date hereof and subject to Applicable Law and except as may be necessary to protect any applicable legal privilege, it shall (and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable access during normal business hours to the offices, books and records relating to the Assets or any operations relating thereto for any and all periods prior up to and including the Closing Date as Sellers (or earlier termination of this Agreement) but subject to the other provisions of this Section 10.1 and their Representatives may reasonably request and to make copies obtaining any required consents of Third Parties, including Third Party operators of the same in connection with Assets (awhich consents Seller shall use commercially reasonable efforts to obtain), Seller shall afford to Buyer and its officers, employees, agents, accountants, attorneys, investment bankers and other authorized representatives (“Buyer’s Representatives”) reasonable access, during normal business hours, to (i) Seller’s and its Affiliates’ employees (following prior notice to ▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇▇ of Range), (ii) the preparation Assets and (iii) all Records in Seller’s or any of Tax Returns its Affiliates’ possession, custody or information returnscontrol; provided that Seller is only required to use its commercially reasonable efforts to cause any Third Party to provide access to any Records to which Seller may have custody or control but which are not in Seller’s or its Affiliates’ possession. All investigations and due diligence conducted by Buyer or any Buyer’s Representative shall be conducted at Buyer’s sole cost, risk and expense and any conclusions made from any examination done by Buyer or any Buyer’s Representative shall result from Buyer’s own independent review and judgment. (b) reports Buyer shall be entitled to conduct a Phase I environmental property assessment with respect to the Assets. Seller or other obligations by Sellers its designee shall have the right to Governmental Authoritiesaccompany Buyer and Buyer’s Representatives whenever they are on site on the Assets and also to collect split test samples if any are collected. Notwithstanding anything herein to the contrary, Buyer shall not have access to, and shall not be permitted to conduct, any environmental due diligence (cincluding any Phase I environmental property assessments) with respect to any Assets where Seller does not have the administration authority to grant access for such due diligence (provided, however, Seller shall use its commercially reasonable efforts to obtain permission from any Third Party to allow Buyer and Buyer’s Representatives such access). (c) Before conducting any sampling, boring, drilling or other invasive investigation activities (“Invasive Activities”) on or with respect to any of the Excluded Assets Assets, Buyer shall (i) furnish Seller with a written description of the proposed scope of the Invasive Activities to be conducted, including a description of the activities to be conducted, and a description of the approximate location and expected timing of such activities and (ii) obtain the prior written consent of Seller to undertake such Invasive Activities. If any of the proposed Invasive Activities may unreasonably interfere with normal operation of the Assets, Seller may request an appropriate modification of the proposed Invasive Activity. Any Invasive Activities shall be conducted by a reputable environmental consulting or Excluded Liabilitiesengineering firm, approved in advance by Seller (such approval not to be unreasonably withheld or delayed) and, once approved, such environmental consulting or engineering firm shall be deemed to be a “Buyer’s Representative”. Buyer shall obtain all permits necessary to conduct any approved Invasive Activities from any applicable Governmental Authorities; provided that, upon request, Seller shall provide Buyer with assistance (at no cost or liability to Seller) as reasonably requested by Buyer that may be necessary to secure such permits. Seller shall have the right, at its option, to split with Buyer any samples collected pursuant to approved Invasive Activities. (d) Buyer shall coordinate its environmental property assessments and physical inspections of the Assets with Seller and all Third Party operators to minimize any inconvenience to or interruption of the conduct of business by Seller or such Third Party operators. Buyer shall abide by Seller’s, and any Third Party operator’s, safety rules, regulations and operating policies while conducting its due diligence evaluation of the Assets, including any environmental or other inspection or assessment of the Assets. Buyer hereby defends, indemnifies and holds harmless each of the operators of the Assets and the Seller Indemnified Parties from and against any and all Liabilities arising out of, resulting from or relating to any field visit, environmental property assessment, or other due diligence activity conducted by Buyer or any Buyer’s Representative with respect to the administration of the Bankruptcy CasesAssets, EVEN IF SUCH LIABILITIES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY A MEMBER OF THE SELLER INDEMNIFIED PARTIES, EXCEPTING ONLY (I) LIABILITIES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A MEMBER OF THE SELLER INDEMNIFIED PARTIES AND (II) LIABILITIES THAT WERE (A) EXISTING PRIOR TO SUCH INSPECTIONS OR (B) DISCOVERED BY (BUT NOT CAUSED IN CONNECTION WITH) BUYER’S ACCESS OR INSPECTION. (e) pursuingBuyer agrees to promptly provide Seller, prosecuting but in no less than 5 days after Buyer’s or commencing litigation on account any of Buyer’s Representative’s receipt or relating creation, copies of all final environmental reports and environmental test results prepared by Buyer and/or any of Buyer’s Representatives which contain environmental data collected or generated from Buyer’s environmental due diligence with respect to Excluded the Assets. None of Buyer, including avoidance actionsany of Buyer’s Representatives or Seller shall be deemed by Seller’s receipt of said documents, or otherwise, to have made any representation or warranty, expressed, implied or statutory, as to the condition of the Assets or to the accuracy of said documents or the information contained therein. (f) objecting Upon completion of Buyer’s due diligence, Buyer shall at its sole cost and expense and without any cost or expense to proofs Seller or its Affiliates, (i) repair all damage done to the Assets in connection with Buyer’s due diligence, (ii) restore the Assets to at least the approximate same or better condition than they were prior to commencement of claims Buyer’s due diligence and (iii) remove all equipment, tools or administrative expense claims, other property brought onto the Assets in connection with Buyer’s due diligence. Any disturbance to the Assets (including the leasehold associated therewith) resulting from Buyer’s due diligence will be promptly corrected by Buyer. (g) preparing During all periods that Buyer and/or any of Buyer’s Representatives are on the Final Settlement Statement Assets, Buyer shall maintain, at its sole expense and any other matters contemplated with insurers reasonably satisfactory to Seller, policies of insurance of the types and in the amounts reasonably requested by Section 2.06 Seller. Coverage under all insurance required to be carried by Buyer hereunder will (i) be primary insurance, (ii) list Seller Indemnified Parties as additional insureds, (iii) waive subrogation against Seller Indemnified Parties and (hiv) any final determination provide for 5 days prior notice to Seller in the event of any audit cancellation or examinationmodification of the policy or reduction in coverage. Upon request by Seller, Proceeding or determination; provided, however, that all such information shall be 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 extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose provide evidence of such recordsinsurance to Seller prior to entering the Assets.

Access. (a) Each Seller shall permit the representatives of the Buyer agrees thatlisted on Schedule 4.3 to this Agreement to have access (at reasonable times, following on reasonable prior written notice and in a manner so as not to interfere with the normal business operations of the Business) to the premises, properties, financial and accounting records, contracts, and other records and documents, of or pertaining to the Business. Notwithstanding the foregoing, none of the Sellers shall be obligated (i) to provide any information, documents or access to any person unless the Buyer is responsible, pursuant to the terms of the confidentiality letter agreement dated June 27, 2011 between the Buyer and the Parent (the “Confidentiality Agreement”), for the use and disclosure of any information obtained by such person from any Seller, or such person enters into a confidentiality agreement with the Parent on terms that are substantially the same as those set forth in the Confidentiality Agreement or (ii) to provide any information, documents or access that would (A) violate the provisions of any applicable laws or regulations (including without limitation those relating to security clearance or export controls) or any confidentiality agreement to which it is a party or (B) cause the loss of the attorney-client privilege with respect thereto. Prior to the Closing, the Buyer and subject to Applicable Law its representatives shall not contact or communicate with the employees, customers and except as may be necessary to protect any applicable legal privilege, it shall (and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable access during normal business hours to the offices, 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 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 any other matters contemplated by Section 2.06 and (h) any final determination suppliers of any audit Seller or examination, Proceeding or determination; provided, however, that all such information shall be 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 extent reasonably required Business Subsidiary in connection with the foregoing clauses (a)-(h) or as otherwise expressly transactions contemplated by this Agreement, except with the prior written consent of the applicable Seller. (b) The Buyer and the Sellers acknowledge and agree that the Confidentiality Agreement remains in full force and effect and that information provided by any Seller or any of such Seller’s Affiliates to the Buyer pursuant to this Agreement prior to the Closing shall be treated in accordance with the Confidentiality Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after If this Agreement is terminated prior to the Closing; provided, howeverthe Confidentiality Agreement shall remain in full force and effect in accordance with its terms. If the Closing occurs, that the Confidentiality Agreement, insofar as it covers information relating exclusively or primarily to the Business, shall terminate effective as of the Closing, but shall remain in effect insofar as it covers other information disclosed thereunder. (c) Notwithstanding any provision of this Agreement to the contrary, the Buyer and its representatives shall not have the right any access at any time after prior to the second (2nd) anniversary Closing to any information regarding pending or proposed bids for new contracts or subcontracts or any related information where the Buyer or an Affiliate of the Closing Date Buyer also has submitted or intends to request in writing that Sellers take any submit a bid for such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (contract or its Subsidiaries, as applicable) may dispose of such recordssubcontract.

Access. Buyer agrees that(a) Between the date of this Agreement and the Closing Date, following the ClosingSeller shall provide Purchaser and its authorized representatives access, upon reasonable notice and subject to Applicable Law and except as may be necessary to protect any applicable legal privilege, it shall (and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable access during normal business hours hours, to the offices, 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 same in connection with Seller's confidential, proprietary and non-public information (a"Confidential Information") the preparation of Tax Returns or including without limitation Seller's books, records, contracts, documents, Loan files, and other 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 Assetsthe Branch Offices except the Confidential Information that Seller is by law not permitted to disclose. (b) Purchaser's investigations shall be conducted in a manner which does not unreasonably interfere with Seller's normal operations, including avoidance actionscustomers, and employee relations. Seller and its employees shall cooperate with and assist Purchaser to perform said investigations. (c) All of Seller's Confidential Information shall be treated as and remain the sole property of Seller. If the transactions contemplated by this Agreement do not occur, Purchaser and its representatives shall return to Seller, or destroy, all of Seller's Confidential Information, and all documents, notes, summaries and other materials that contain, refer to, or are derived from such Confidential Information; Purchaser shall certify to the return or destruction of such Confidential Information. (d) Purchaser shall keep confidential and not disclose any of Seller's Confidential Information that is not acquired by Purchaser. Purchaser shall not directly or indirectly use Seller's Confidential Information for any purpose other than the consummation of this Agreement. (e) Purchaser's obligations to keep confidential and to not disclose Seller's Confidential Information shall not apply to any information which was (i) in Purchaser's possession prior to its disclosure by Seller, (ii) generally known to the public, (iii) rightfully disclosed to Purchaser by a third party or (iv) disclosed pursuant to a securities filing or requirement of law following at least 30 days prior written notice to Seller. (f) objecting Upon receipt of all of the Requisite Regulatory Approvals other than the expiration of any statutory waiting period relating thereto, and upon notice to proofs Seller of claims or administrative a proposed Closing Date, Purchaser may communicate with, and deliver information, brochures, bulletins, press releases, and other communications to, depositors, Loan borrowers and other customers of the Branch Offices concerning (i) the transactions contemplated by this Agreement and (ii) the business and operations of Purchaser. The communications described hereinabove must be made with Seller's prior written consent (which consent shall not be unreasonably withheld) and shall be made at Purchaser's sole cost and expense. Seller, if so requested by Purchaser, shall on behalf and at the sole cost and expense claimsof Purchaser, furnish information and communications to depositors, Loan borrowers, and other customers of the Branch Offices in a commercially reasonable manner. (g) preparing the Final Settlement Statement and any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information shall Except as may be 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 extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary obtaining of the Closing Date Requisite Regulatory Approvals, Purchaser shall not disclose to request in writing that Sellers take any such records andperson, if Sellers do not agree including to take such records within ninety (90) Business Days after receipt employees of the requestBranch Offices, Buyer (or its Subsidiaries, as applicable) may dispose the possible closing of such recordsany of the Branch Offices prior to the Closing Date.

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 (and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable access during normal business hours to the offices, 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 same in connection with (a) Upon execution of this Agreement until the preparation earlier to occur of Tax Returns the Closing or information returnsthe termination of this Agreement, 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) violating applicable Laws or breaching any Contracts, (bii) reports waiving any legal privilege of Seller, any of its Affiliates, or other its counselors, attorneys, accountants, or consultants, or (iii) violating any obligations by Sellers to Governmental Authoritiesany Third Party. Such access shall be granted to Purchaser and the Purchaser’s Representatives (A) in the offices of Seller located in Houston, Texas, (cB) on the premises of the Assets (subject to the receipt of any applicable consent of a Third Party operator as described above), and (C) 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 be limited to requesting that the applicable Third Party operator provide Purchaser’s Representatives with access to such Assets. All investigations and due diligence conducted by Purchaser or any of Purchaser’s Representatives with respect to the administration Assets prior to Closing 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 or its designee shall have the right to accompany Purchaser and Purchaser’s Representatives whenever they are on site on the Assets prior to Closing and are permitted to collect split test samples if any are collected prior to the Defect Deadline. Prior to Closing, Purchaser’s investigation and review shall be conducted in a manner that minimizes interference with the ownership or operation of the Excluded Assets or Excluded Liabilitiesthe business of Seller or co-owners thereof. If the Closing does not occur, Purchaser (dx) with respect shall promptly return to the administration Seller or destroy all copies of the Bankruptcy CasesRecords, 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 (ey) pursuingshall keep and shall cause each of Purchaser’s Representatives to keep, prosecuting any and all information obtained by or commencing litigation on account behalf of Purchaser confidential, except, in each case, as otherwise required by Law. (b) Purchaser agrees to indemnify, defend, and hold harmless each member of the Seller Group and the other owners of interests in the Assets, from and against any and all Damages (including court costs and reasonable attorneys’ fees), attributable to, arising out of or relating to Excluded Assetsaccess to the Records, including avoidance actionsany offices of Seller, or the Assets prior to the Closing by Purchaser or any of Purchaser’s Representatives, EVEN IF SUCH CLAIMS, DAMAGES, LIABILITIES, OBLIGATIONS, LOSSES, COSTS, AND EXPENSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF ANY MEMBER OF THE SELLER GROUP, BUT EXCLUDING ANY SUCH DAMAGES ATTRIBUTABLE TO (I) THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF ANY MEMBER OF SELLER GROUP OR (II) MATTERS DISCOVERED OR UNCOVERED BY PURCHASER AND THE PURCHASER’S REPRESENTATIVES IN THE COURSE OF SUCH DUE DILIGENCE INVESTIGATION TO THE EXTENT SUCH DISCOVERIES ARE OF PRE-EXISTING CONDITIONS NOT CAUSED OR EXACERBATED (WHICH TERM SHALL SPECIFICALLY EXCLUDE THE DISCOVERY OF SUCH CONDITIONS) BY PURCHASER OR PURCHASER’S REPRESENTATIVES. (c) Upon completion of Purchaser’s pre-Closing due diligence, Purchaser shall at its sole cost and expense and without any cost or expense to Seller or its Affiliates, (fi) objecting to proofs of claims or administrative expense claims, (g) preparing the Final Settlement Statement and any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that repair all such information shall be 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 damage done to the extent reasonably required Assets in connection with Purchaser’s due diligence, (ii) restore the foregoing clauses Assets damaged in connection with Purchaser’s due diligence to the approximate same condition than they were prior to commencement of Purchaser’s due diligence, and (a)-(hiii) remove all equipment, tools, or as otherwise expressly contemplated other property brought onto the Assets in connection with Purchaser’s due diligence. (d) During all periods that Purchaser or any of Purchaser’s Representatives are on the Assets or Seller’s premises prior to Closing, Purchaser shall maintain, at its sole expense, sufficient policies of insurance to cover such diligence investigation. Upon request by this Agreement. Buyer Seller, Purchaser shall (and shall cause its Subsidiaries to) preserve all provide evidence of such books and records for a period insurance to Seller prior to entering the Assets or premises of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (Seller or its Subsidiaries, as applicable) may dispose of such recordsAffiliates.

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 (and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable access during normal business hours to the offices, 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 same in connection with (a) the preparation Subject to Section 6.4 hereof, upon reasonable notice, each of Tax Returns or information returnsTransferor, (b) reports or other obligations by Sellers to Governmental Authorities, (c) with respect to the administration Transferred Business, and Parent shall, throughout the period prior to the earlier of the Excluded Assets Closing or Excluded Liabilitiesthe termination of this Agreement, afford to each other and each other’s respective Representatives, reasonable access to its Representatives and, during normal business hours, in a manner that does not unreasonably interfere with business and operations, to its and its Subsidiaries’ officers, properties, Contracts, commitments, books, records (dincluding Returns) with respect and any report, schedule or other document filed or received by it pursuant to the administration requirements of the Bankruptcy Casesfederal or state securities Laws, (e) pursuing, prosecuting or commencing litigation on account of or relating and shall use their respective reasonable best efforts to Excluded Assetscause its respective representatives to furnish promptly to the other such additional financial and operating data and other information, including avoidance actionsenvironmental information, (f) objecting as to proofs of claims its and its Subsidiaries’ respective businesses and properties as the other or administrative expense claimsits duly authorized representatives, (g) preparing as the Final Settlement Statement case may be, may reasonably request, and any instruct its employees, legal counsel, financial advisors, auditors and other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; authorized representatives to reasonably cooperate with the other in such other party’s investigation provided, however, that the foregoing shall not permit any party hereto to conduct any invasive or destructive environmental sampling, testing or analysis (including any of the nature commonly referred to as a Phase II environmental assessment) on the other party’s property. (b) For the purposes of this Section 5.5, all such communications, including requests for information or access, pursuant to this Section 5.5, shall only be held made by and among representatives of each of Transferor and Parent, each of whom shall initially be designated in confidence writing by Sellerseach of Transferor and Parent, their Affiliates respectively, and may be replaced with a substitute representative by Transferor or Parent from time to time upon reasonable written notice to the other parties hereto. (c) Notwithstanding the foregoing, none of Transferor, with respect to the Transferred Business, Parent or their respective Representatives and may not be disclosed to any other Person without the written consent of Buyer, except to the extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable, shall be required to provide any information to the extent that such information or to the extent that such access would jeopardize the attorney-client privilege or contravene any applicable Law or confidentiality obligation; provided that the parties hereto shall have notified the other party of any information subject to such restriction and used reasonable best efforts to make such disclosure or in a form or manner that would not jeopardize such privilege or violate such Law or confidentiality obligation (including by redacting or otherwise not disclosing any portion thereof the disclosure of which would jeopardize such privilege or entering into a joint defense agreement). Each of Transferor and Parent will hold, and will cause their respective Subsidiaries to hold, and will direct its and their Representatives to hold, any and all information received from any of the parties hereto, directly or indirectly, in confidence in accordance with the Confidentiality Agreement and Section 6.4. (d) may dispose Except as provided in Section 5.20, Transferor shall not be required to provide a copy of such records(or access to) any information with respect to any business conducted by Transferor, other than the Transferred Business.

Access. Buyer agrees thatSubject to Section 6.6, following for purposes reasonably related to the transactions contemplated by this Agreement, prior to the last Closing, Seller shall afford Buyers, their financing sources, and subject their counsel, accountants, consultants and other representatives such access during reasonable times and at Buyers’ expense to Applicable Law the Stores and except as may be necessary to protect Seller Real Property and any applicable legal privilegelandlords therefor, it and 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 cause its Subsidiaries to) give from time to Sellers and their Representatives reasonable access during normal business hours to the offices, 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 time reasonably request and to make copies the extent Seller or an affiliate thereof has such information under its control or possession and reasonably available (without the incurrence of the same in connection with (a) the preparation of Tax Returns significant cost or information returns, (b) reports or other obligations by Sellers expense 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determinationthird parties); provided, however, that all (i) any such information investigation of the Stores shall be held conducted in confidence by Sellerssuch a manner as not to interfere unreasonably with the operation of the Business and shall be subject to, their Affiliates and their respective Representatives and may conducted in accordance with, the terms of the applicable Lease, (ii) Seller shall not be disclosed required to provide Buyers with any other Person without the written consent of Buyer, except such access to the extent provision of such access would reasonably required be expected to result in connection with a breach or violation of, or default under, any Law or Contract and (iii) Buyers shall indemnify, defend and hold harmless the foregoing clauses (a)-(h) 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 otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all a result of such books and records for a period of three (3) years after the Closingaccess; provided, however, if any claim relating thereto is asserted against Seller, Seller shall promptly give written notice thereof to Buyers; provided, further, that Buyers shall not be required to indemnify Seller if and to the extent that any such damage was caused by any Seller Indemnitee and in no event shall Buyers be liable for any damages, including any perceived loss of economic value in any Leased Real Property or Purchased Asset, as a result of any Buyer’s discovery of any pre-existing conditions affecting any Leased Real Property or Purchased Asset or any facts, circumstances or omissions which constitute a breach of this Agreement or for which Seller is obligated to indemnify any Buyer Indemnitee. Seller shall have the right to have a representative present at all times during any such access to the Stores. Such investigation by Buyers may include inspections of the roof, buildings, fixtures, improvements, building systems, and environmental conditions on the Seller Real Property and in the Stores. Notwithstanding the foregoing, without Seller’s prior written consent, Buyers shall not conduct any Phase II Environmental Survey or any other invasive testing on any of the Stores prior to the applicable Closing Date. At least three days prior to the applicable Transition Date Closing, Seller will allow Buyers access (a) to the Stores, at a time acceptable to Seller and with a representative of Seller present, to install necessary cables, controllers, servers and related equipment to allow the applicable Buyer to connect that Store to its network after the second applicable Closing and (2ndb) anniversary of to one Store, to be mutually designated by Seller and Buyers, to connect that Store, and one lane in that Store, to the Closing Date applicable Buyer’s network to request in writing that Sellers take allow testing and trouble-shooting. Buyers shall use reasonable best efforts to avoid any such records damage to the Stores and the Seller Real Property and, if Sellers do not 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 take promptly repair any physical damage to such records within ninety (90) Business Days after receipt 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 requestsame condition it was in immediately prior to such inspections, Buyer (or its Subsidiariesincluding, as applicable) may dispose but not limited to, the immediate removal of any objects placed on the Stores and/or the Seller Real Property in connection with such recordsinspections.

Access. Buyer agrees that, following (a) Prior to the Closing, Seller shall permit Purchaser and its representatives to have reasonable access, during regular business hours and upon reasonable advance notice, to the books, records, information, facilities and senior employees of the Acquired Companies and will cooperate with regard to such reasonable due diligence review as Purchaser may reasonably request. Upon reasonable advance notice to Seller and subject to Applicable Law and except as may Seller's consent, Purchaser shall be necessary permitted to protect conduct Phase 1 type environmental investigations at any applicable legal privilege, it shall (and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable access during normal business hours to facility or Real Property owned or operated by the offices, 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 same Acquired Companies. Purchaser will not contact in connection with (a) the preparation transactions contemplated by this Agreement employees of Tax Returns any governmental regulatory agencies governing the Acquired Companies' business activities without obtaining the prior written consent of Seller. Purchaser will not contact in connection with the transactions contemplated by this Agreement any customers or information returnssuppliers of the Acquired Companies, (b) reports or other obligations by Sellers to Governmental Authorities, (c) without the prior consent of Seller which will not be unreasonably withheld with respect to the administration top twenty (20) customers and suppliers; a representative 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information Seller shall be held entitled to participate with Purchaser in confidence by Sellers, their Affiliates making any contacts to such customers and their respective Representatives and may suppliers. Seller shall not be disclosed required to any other Person without the written consent of Buyer, except 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 required be expected to either (i) result in a waiver of attorney-client privilege or (ii) violate an applicable law; provided that in any such event Seller shall inform Purchaser that information was withheld from Purchaser, the general nature of such information so withheld and the basis for withholding such information and shall cooperate with Purchaser in seeking to develop a mutually acceptable mechanism for the protection of such information in a manner that would not result in a loss of such privilege or a violation of law. (b) Seller shall provide reasonable access to its premises in Hutchinson, Kansas to Purchaser or the Acquired Companies for one year following the Closing Date for the purpose of taking possession of the Additional Acquired Assets listed in Section 1.1(a) of the Purchaser Disclosure Letter; provided however that following the six month anniversary of the Closing Date, upon two months prior written notice, Seller may require the Purchaser or the Acquired Companies to remove the Additional Acquired Assets if Seller has bona fide plans to sell, remediate or utilize the premises where such Additional Acquired Assets are located, prior to the end of the one year anniversary of the Closing Date. If the Purchaser or the Acquired Companies fail to remove such assets during the time period set forth in the prior sentence, then the rights of Purchaser and the Acquired Companies under this Section 5.1(b) shall cease and the ownership of such Additional Acquired Assets shall revert to the Seller. Purchaser and the Acquired Companies shall bear risk of loss for the Additional Acquired Assets left on Seller's premises in Hutchinson, Kansas, absent Seller's gross negligence or willful misconduct. Purchaser and the Acquired Companies shall take reasonable care in removing any Additional Acquired Asset from such premises and Purchaser shall, or shall cause the Acquired Companies to, indemnify Seller for any material damage or liabilities caused directly by such removal, unless such damages or liability will not adversely affect Seller's near-term plans for the facilities following such removal (it being understood that the removal of the Additional Acquired Assets will adversely affect the use of the premises for mining and salt processing activities). (c) All information provided to Purchaser and its Affiliates, agents and representatives by or on behalf of Seller or any of the Acquired Companies in connection with the foregoing clauses (a)-(h) or Agreement and the transactions contemplated hereby will be held by Purchaser and its Affiliates, agents and representatives as otherwise expressly contemplated by this Evaluation Material, as defined in, and pursuant to the terms of, the Confidentiality Agreement. Buyer shall (Purchaser shall, and shall cause direct its Subsidiaries directors, officers, employees, accountants, counsel, consultants, funding sources and other representatives to) preserve all such books and records for a period of three (3) years after , comply with the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date Confidentiality Agreement with respect to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsConfidential Information.

Access. Buyer agrees that, following (a) Prior to the Closing, and subject to Applicable Law and except as may be necessary to protect any applicable legal privilegeSellers shall, it shall (and shall cause its Subsidiaries NNGC to) give to Sellers and their Representatives reasonable access during normal business hours to the offices, 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 same in connection with (a) the preparation permit Buyer and its agents (including their counsel, accountants and consultants) to have reasonable and appropriate access upon reasonable advance notice to such books, records, properties, facilities, executive-level personnel, managers, officers, independent accountants, legal counsel and customers of Tax Returns or information returns, (b) reports or other obligations by Sellers to Governmental Authorities, (c) NNGC with respect to the administration Business as are reasonably necessary to allow Buyer to make such inspections as it reasonably requires to verify the representations and warranties contained in Article III and (b) furnish promptly to Buyer and its representatives such information concerning NNGC, the Business and the properties, contracts, records and personnel as may be reasonably requested to the extent that such access or information is not prohibited by FERC marketing affiliate rules. (b) Sellers shall have the right to have a representative present at all times of any such inspections, interviews, and examinations conducted at or on the offices or other facilities or properties of Sellers or NNGC. Additionally, Buyer shall hold in confidence all such information on the terms and subject to the conditions contained in the Confidentiality Agreement. Buyer shall have no right of access to, and Sellers shall have no obligation to provide to Buyer, (1) bids received from others in connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids, or (2) any information the disclosure of which would jeopardize any privilege available to NNGC, Sellers or any of their Affiliates relating to such information or would cause Sellers to breach a confidentiality obligation. Buyer agrees that if Buyer or its authorized representatives receive, or if the information (whether in electronic mail format, on computer hard drives or otherwise) held by NNGC as of the Excluded Assets Closing includes information that relates to the business operations or Excluded Liabilitiesother strategic matters of Sellers, or any of their Affiliates (other than NNGC) such information shall be held in confidence on the terms and subject to the conditions contained in the Confidentiality Agreement, but the term of the restriction on the disclosure and use of such information shall continue in effect as to such information for a period of two years from the Closing. Buyer further agrees that if Sellers or NNGC inadvertently furnishes to Buyer copies of or access to information that is subject to clause (2) of the second preceding sentence, Buyer will, upon Sellers' request, promptly return same to Sellers and Buyer will destroy any and all extracts therefrom or notes pertaining thereto (whether in electronic or other format). Buyer shall indemnify, defend, and hold harmless Sellers and their Affiliates from and against any losses or damages asserted against or suffered by Sellers relating to, resulting from, or arising out of, examinations or inspections made by Buyer or its authorized representatives pursuant to Section 5.2. (c) Buyer agrees that Sellers may retain (i) a copy of all materials included in the Data Room, together with a copy of all documents referred to in such materials, (dii) copies of all books and records prepared by Sellers or their Affiliates in connection with respect the transactions contemplated by this Agreement, including bids received from others and information relating to such bids, (iii) copies of any books and records which may be relevant in connection with the defense of disputes arising hereunder, (iv) all consolidating and consolidated financial information and all other accounting books and records prepared or used in connection with the preparation of financial statements of Sellers (provided that copies shall be provided to the administration of the Bankruptcy CasesBuyer), (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 any other matters contemplated by Section 2.06 and (hv) any final determination copies of any audit or examination, Proceeding or determination; provided, however, all Retained E-Mail. Sellers agree that all such information shall be held in confidence by Sellers, their Affiliates on the terms and their respective Representatives and may not be disclosed to any other Person without the written consent of Buyer, except subject to the extent reasonably required conditions contained in connection with the foregoing clauses (a)-(h) or Confidentiality Agreement as otherwise expressly contemplated by this Agreement. Buyer if Sellers were the receiving party thereunder, but the term of the restriction on the disclosure and use of such information shall (and shall cause its Subsidiaries to) preserve all continue in effect as to such books and records information for a period of three (3) two years after from the Closing; provided. (d) Each party agrees that it will cooperate with and make available to the other parties during normal business hours, howeverall books and records, that Buyer shall have the right at any time information, and employees (without substantial disruption of employment) retained and remaining in existence after the second (2nd) anniversary of the Closing Date to request which are necessary or useful in writing that Sellers take connection with (i) any Tax inquiry, audit, investigation, or dispute, (ii) any litigation or investigation, or (iii) any other matter requiring any such records andbooks and records, if information, or employees for any reasonable business purpose, provided that (a) with respect to providing Buyer access to Retained E-Mail, Sellers do not agree shall provide access to take such records within ninety (90) Business Days after receipt Buyer upon Buyer's request, and shall furnish Buyer with copies of, only those portions of the request, Buyer (Retained E-Mail that pertain or relate to the Business or NNGC or its Subsidiariesassets and (b) Sellers shall not be required by this Section 5.2(d) to make available to Buyer any information referred to in clause (1) of the third sentence of Section 5.2(b) or clause (ii) of Section 5.2(c). The party requesting any such books and records, as applicable) information, or employees shall bear all of the out-of-pocket costs and expenses reasonably incurred in connection with providing such books and records, information, or employees. Sellers may dispose require certain financial information related to the Business for periods prior to the Closing Date for the purpose of filing federal, state, local, and foreign Tax Returns and other governmental reports, and Buyer agrees to furnish such recordsinformation to Sellers at Sellers' request and expense.

Access. Buyer agrees that, following Between the date hereof and the Closing, Seller (i) shall give, and subject shall use commercially reasonable efforts to Applicable Law cause the Acquired Companies to give, each Buyer and except its authorized representatives reasonable access, during regular business hours and upon reasonable advance Notice, to such employees, plants, pipelines, and other facilities, and such books and records, of the Acquired Companies and Seller, as may be are reasonably necessary to protect allow each Buyer and its authorized representatives to make such inspections as they may reasonably require to verify the accuracy of any applicable legal privilege, it shall (and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable access during normal business hours representation or warranty contained in this Agreement or as they may reasonably require for the transition of the ownership interests in the Acquired Companies from Seller to the offices, books applicable Buyer and records relating (ii) shall use commercially reasonable efforts 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 cause officers of the same in connection Acquired Companies to furnish each Buyer and its authorized representatives with (a) the preparation of Tax Returns or such financial and operating data and other information returns, (b) reports or other obligations by Sellers to Governmental Authorities, (c) with respect to the administration Acquired Companies as is available to such officers and as such Buyer may from time to time reasonably request. Neither Buyer shall have any right of the Excluded Assets or Excluded Liabilitiesaccess to, and Seller shall have no obligation to provide to either Buyer, (d1) 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information shall be 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 extent reasonably required bids received from others in connection with the foregoing clauses (a)-(h) or as otherwise expressly transactions contemplated by this Agreement. Buyer Agreement and information and analysis (including financial analysis) relating to such bids, or (2) any information the disclosure of which Seller has concluded, based on the advice of outside legal counsel, is reasonably likely to jeopardize any privilege available to any Acquired Company or Seller relating to such information or to cause either Seller or any Acquired Company or any of their Affiliates to breach a confidentiality obligation, provided that Seller shall (and shall cause its Subsidiaries to) preserve all such books and records for use commercially reasonable efforts to obtain a period waiver of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records andconfidentiality obligations (collectively, the “Excluded Information”). Each Buyer agrees that if Sellers do not agree Seller or an Acquired Company inadvertently furnishes to take such records within ninety Buyer copies of or access to Excluded Information, such Buyer will, upon Seller’s request promptly return same to Seller or such Acquired Company together with any and all extracts therefrom or notes pertaining thereto (90) Business Days after receipt of the request, Buyer (whether in electronic or its Subsidiaries, as applicable) may dispose of such recordsother format).

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 Seller (i) shall (and shall cause its Subsidiaries to) give to Sellers Buyer and their Representatives reasonable to its 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, books personnel, books, files, records, contracts, correspondence, computer output and records relating data files (to the Assets or any operations relating thereto for any and all periods prior to and including extent Seller has the Closing Date as Sellers and their Representatives may reasonably request and right to make copies same available), maps, data, reports, plats and other documents of Seller or to which Seller has access pertaining to any of the same 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 connection with any way to the Properties, the past or present operation thereof and the marketing of production therefrom (aand Buyer shall have the right to copy same); (ii) shall obtain and submit to Buyer or its representatives, at Buyer’s expense, as promptly as practicable, such abstracts, title reports, status reports, certificates of title, certificates of facts and other evidence of title covering the preparation of Tax Returns or Properties as requested by Buyer; (iii) shall furnish to Buyer all other 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 any other matters contemplated Properties as reasonably requested by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information shall be 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 extent reasonably required that Seller is prohibited therefrom by any agreement or contract to which it is a party or of which it is a beneficiary; provided that Seller shall 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 with therewith. With respect to computerized materials which are owned by Seller, over which Seller has control or to which Seller has access, Seller shall make available such materials to Buyer to the foregoing clauses (a)-(h) or as otherwise expressly contemplated extent it is not prohibited from so doing by this Agreement. existing contractual commitments and will use its reasonable best efforts to make available to Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Closing the use of any computer services which Buyer shall have reasonably desires to utilize in the right at any time after the second (2nd) anniversary ownership or operation of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsProperties.

Access. Promptly upon execution of this Agreement, but not later than two (2) Business Days after the Execution Date, Seller shall provide Buyer agrees thatand Buyer’s authorized representatives (i) reasonable physical access, following the Closingat Buyer’s sole risk, cost and subject to Applicable Law and except as may be necessary to protect any applicable legal privilegeexpense, it shall (and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable access during normal business hours to the offices, 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 allow Buyer to make copies conduct on-site Phase I environmental site assessments of the same in connection with (a) the preparation of Tax Returns or information returnsAssets, (b) reports or other obligations by Sellers to Governmental Authorities, (c) with respect to the administration of extent Seller has the Excluded Assets or Excluded Liabilitiesright to grant such access (and if Seller does not have the right to grant such access, Seller shall use commercially reasonable efforts to obtain any consents necessary to enable Buyer and Buyer’s representatives such access), and (dii) with respect access to the administration of the Bankruptcy Cases, (e) pursuing, prosecuting or commencing litigation on account of or relating to Excluded Records and other Assets, including avoidance actions, (f) objecting to proofs of claims the extent such data and records are in Seller’s or administrative expense claims, (g) preparing its Affiliate’s or representatives’ possession or control and relate to the Final Settlement Statement and any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determinationAssets; provided, however, that all such information Seller shall be held in confidence by Sellers, their Affiliates and their respective Representatives and may not be disclosed have no obligation to provide Buyer access to any other Person 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 under no circumstances shall it perform any invasive tests of any nature on the Assets without the express written consent of BuyerSeller, except such consent of Seller not to the extent reasonably required in connection with the foregoing clauses (a)-(h) be unreasonably withheld or as otherwise expressly contemplated by this Agreementdelayed, and any applicable third Person operator. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; providedIN CONNECTION WITH GRANTING SUCH ACCESS, howeverAND EXCEPT TO THE EXTENT THAT SUCH CLAIMS ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY MEMBER OF THE SELLER GROUP, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records andBUYER WAIVES AND RELEASES ALL CLAIMS AGAINST SELLER GROUP FOR INJURY TO, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the requestOR DEATH OF PERSONS, Buyer (or its SubsidiariesOR 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, as applicable) may dispose of such recordsDEFEND AND HOLD HARMLESS SELLER GROUP FROM AND AGAINST ALL SUCH CLAIMS.

Access. Buyer agrees that(a) To the extent permitted by applicable Law, following between the Closingdate of this Agreement and the Closing Date, Seller will, during ordinary business hours and subject to Applicable Law and except as may be necessary to protect any applicable legal privilegeupon reasonable notice, it shall (and shall cause its Subsidiaries toi) give to Sellers Buyer and their Buyer’s Representatives reasonable access during normal business hours to the offices, books and records relating Purchased Assets; (ii) permit Buyer to the Assets or any operations relating thereto for any and all periods prior to and including the Closing Date make such reasonable inspections thereof as Sellers and their Representatives Buyer may reasonably request request; (iii) furnish Buyer with such financial and to make copies of the same in connection with (a) the preparation of Tax Returns or operating data and other information returns, (b) reports or other obligations by Sellers to Governmental Authorities, (c) with respect to the administration Business as Buyer may from time to time reasonably request; and (iv) furnish Buyer with a copy of the Excluded Assets each material report, schedule, or Excluded Liabilities, (d) with respect other document principally relating to the administration of the Bankruptcy CasesBusiness filed or submitted by Seller with, (e) pursuingor received by Seller from, 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determinationGovernmental Entity; provided, however, that all (A) any such information investigation will be conducted in such a manner as not to interfere unreasonably with the operation of the Business or any other Person; (B) Seller shall be held in confidence by Sellers, their Affiliates and their respective Representatives and may not be disclosed required to take any action which would constitute or result in a waiver of the attorney-client privilege; and (C) Seller shall not be required to supply Buyer with any information which Seller is under a legal obligation not to supply. Buyer will indemnify and hold harmless Seller from and against any Losses incurred by Seller, its Affiliates 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 other Person without the written consent of Buyer, except such investigation). Notwithstanding anything in this Section 7.2 to the extent reasonably required contrary, (x) Buyer will not have access to personnel and medical records if such access could, in connection with Seller’s good faith judgment, subject Seller to risk of liability or otherwise violate the foregoing clauses Health Insurance Portability and Accountability Act of 1996 and (a)-(hy) any investigation of environmental matters by or as otherwise expressly contemplated by this Agreement. on behalf of Buyer shall 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. (and shall cause its Subsidiaries tob) preserve all such books and records for For a period of three (3) years after the Closing; providedClosing Date, howevereach Party and its Representatives will have reasonable access to all of the books and records relating to the Business or the Purchased Assets, including all Transferred Employee Records, in the possession of the other Party, and to the employees of the other Party, to the extent that Buyer shall have such access may reasonably be required by such Party in connection with the Assumed Obligations or the Excluded Liabilities, or other matters relating to or affected by the operation of the Business and the Purchased Assets. Such access will be afforded by the applicable Party upon receipt of reasonable advance notice and during normal business hours, and will be conducted in such a manner as not to interfere unreasonably with the operation of the business of any Party or its respective Affiliates. The Party exercising the right at of access hereunder will be solely responsible for any time after costs or expenses incurred by either Party in connection therewith. If the second (2nd) anniversary Party in possession of the Closing Date such books and records desires to request in writing that Sellers take dispose of any such books and records and, if Sellers do not agree prior to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose expiration of such recordsthree-year period, such Party will, prior to such disposition, give the other Party a reasonable opportunity at such other Party’s expense to segregate and take possession of such books and records as such other Party may select.

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 (and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable access during normal business hours to the offices, 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 same in connection with (a) Lessor hereby grants to Lessee and its respective Affiliates, agents, employees and contractors (collectively, “Lessee’s Parties”) free of charge, an irrevocable, non-exclusive right of access to and use of those portions of the preparation Refinery Site that are reasonably necessary for access to and/or the operation of Tax Returns or information returnsthe Relevant Assets and Additional Improvements by Lessee as a stand-alone enterprise, all so long as such access and use by any of Lessee’s Parties does not unreasonably interfere in any material respect with Lessor’s operations at the Refinery Site and complies with Lessor’s rules, norms and procedures governing safety and security at the Refinery Site. The facilities on the Refinery Site that are subject to the access and use rights provided under this Section, are referred to herein as the “Shared Access Facilities”. Notwithstanding the foregoing, the provisions of this Section 2.2(a) shall relate only to access and use of the Shared Access Facilities, and the Site Services Agreement shall cover all services that are to be provided by Lessor under the terms of the Site Services Agreement. (b) reports or other obligations by Sellers Lessor hereby retains for itself and its Affiliates, agents, employees and contractors (collectively, “Lessor’s Parties”), the right of access to Governmental Authoritiesall of the Premises and the Relevant Assets (i) to determine whether the conditions and covenants contained in this Lease are being kept and performed, (cii) to comply with respect Environmental Laws, and (iii) to inspect, maintain, repair, improve and operate the administration of SUMF Assets and 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 Shared Access Facilities and any other matters contemplated by Section 2.06 and (h) assets of Lessor located on the Premises or to install or construct any final determination structures or equipment necessary for the maintenance, operation or improvement of any audit such assets or examinationthe installation, Proceeding construction or determination; providedmaintenance of any Connection Facilities, howeverall so long as such access by Lessor’s Parties does not unreasonably interfere in any material respect with Lessee’s operations on the Premises and complies with Lessee’s rules, that all such information shall be held in confidence by Sellers, their Affiliates norms and their respective Representatives procedures governing safety and may not be disclosed to any other Person without security at the written consent of Buyer, except to the extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsPremises.

Access. Buyer agrees thatSubject to the provisions of the Confidentiality Agreements and to applicable Legal Requirements, following during the Closingperiod from the date of this Agreement through the Closing Date (the "Pre-Closing Period"), and subject to Applicable Law and except as may be necessary to protect any applicable legal privilegeSeller will, it shall (and shall cause its Subsidiaries to) after receiving reasonable advance notice from Purchaser, give to Sellers and their Representatives Purchaser reasonable access (during normal business hours hours) to the offices, Boulder Facility and to Seller's books and records relating to the Specified 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 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 those Available Employees who consent in writing to such access (the "Consenting Employees"), and will provide Purchaser with such information regarding the Specified Assets, including avoidance actions, (f) objecting to proofs of claims or administrative expense claims, (g) preparing the Final Settlement Statement Consenting Employees and any other appropriate matters contemplated by Section 2.06 germane to the subject matter of this Agreement and the Ancillary Agreements as Purchaser may reasonably request, for the sole purposes of enabling Purchaser (i) to further investigate, at Purchaser's sole expense, the Specified Assets, the Consenting Employees and any other appropriate matters germane to the subject matter of this Agreement and the Ancillary Agreements and (hii) any final determination to verify the accuracy of any audit or examination, Proceeding or determinationthe representations and warranties set forth in Section 2; provided, however, that all such information shall except as provided in Section 5.5, Purchaser will not (without Seller's approval, which will not be held in confidence unreasonably withheld) contact or otherwise communicate with any of the Available Employees. To the extent requested by SellersPurchaser, their Affiliates and 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 Available Employees to the disclosure of their respective Representatives and may not be disclosed personnel files to any other Person without the written consent of Buyer, except to the extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsPurchaser.

Access. Buyer agrees that(a) Subject to compliance with applicable Laws, following the Closing, and subject to Applicable Law and except as may be necessary to protect any applicable legal privilege, it Company shall (i) provide to Parent and shall cause to its Subsidiaries toofficers, employees, accountants, consultants, legal counsel, financial advisors and agents, lenders and other representatives (collectively, “Parent Representatives”) give to Sellers 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, contracts, commitments, books and records relating and (ii) furnish to the Assets or any operations relating thereto for any Parent and all periods prior to its Parent Representatives such financial and including the Closing Date operating data and other information as Sellers and their such Parent Representatives may reasonably request and (including, but not limited to, furnishing to make copies Parent the financial results of the same Company in advance of any filing by the Company with the SEC containing such financial results) and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than directors who are not employees) of the Company and its Subsidiaries to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries. The foregoing notwithstanding, the Company shall not be required to afford such access if it would unreasonably disrupt the operations of the Company or any of its Subsidiaries, would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party, would cause a risk of a loss of privilege or trade secret protection to the Company or any of its Subsidiaries or would constitute a violation of any applicable Law, nor shall Parent or any of its Parent Representatives be permitted to perform any onsite procedure with respect to any property of the Company or any of its Subsidiaries. (b) Parent hereby agrees that all information provided to it or its Parent Representatives in connection with (a) this Agreement and the preparation of Tax Returns or information returns, (b) reports or other obligations by Sellers to Governmental Authorities, (c) with respect to the administration consummation of the Excluded Assets transactions contemplated hereby shall be deemed to be Evaluation Material, as such term is used in, and shall be treated in accordance with, the amended and restated confidentiality agreement, dated as of October 11, 2006, between the Company, Parent and Merger Sub (the “Confidentiality Agreement”); provided, that Parent shall be entitled to share such Evaluation Material with prospective co-investors or Excluded Liabilities, (d) with respect to the administration limited partners of the Bankruptcy Cases, (e) pursuing, prosecuting or commencing litigation on account members 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 Parent and any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determinationMerger Sub; providedprovided further, however, that all any prospective co-investors or limited partners of the shareholders of Parent to whom Parent provides Evaluation Material shall, prior to receiving such information Evaluation Material, agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall be held execute their own confidentiality agreements 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 extent reasonably required in connection identical or substantially identical form with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsCompany.

Access. (i) Subject to the other provisions of this Section 5(d), from the date hereof until the Closing Date, the Seller shall cause the Companies to provide the Buyer agrees thatand its authorized representatives with full access, following the Closingat all reasonable times, upon reasonable advance notice, and subject in a manner so as not to Applicable Law interfere unreasonably with the normal business operations of either Company, to the offices, properties, books, records, contracts, Tax records and except documents of or pertaining to each Company in order for the Buyer to have the opportunity to make such investigation as may be necessary to protect any applicable legal privilege, it shall reasonably desire to make of the affairs of the Companies. Such access shall also be available on the terms and conditions described above to ACuPowder and its authorized representatives with respect to the facilities of Metal Powders located in Greenback and Maryville, Tennessee (collectively, the "TENNESSEE FACILITIES"). (ii) The Parties shall agree upon mutually convenient times and places at which the Buyer may conduct interviews with key employees and/or customers of the Companies mutually agreed to by the Seller and the Buyer. Such access shall also be available on the terms and conditions described above to ACuPowder and its authorized representatives with respect to the Tennessee Facilities. (iii) In addition, the Buyer shall be entitled to maintain one (1) representative on-site at the Niagara Falls Facility who shall have access to and monitor the daily business operations of the Companies; provided, that (x) such representative shall have entered into a confidentiality agreement in favor of the Seller in form and substance satisfactory to the Seller, (y) such representative shall have agreed to (and shall) comply with all rules and policies (including with respect to safety and security) applicable to non-employee visitors to the Niagara Facility, and (z) the Buyer shall cause have agreed, in a manner satisfactory to the Seller, to be responsible for and to indemnify the Seller (and the Companies, in the event that the Closing does not occur for any reason) in respect of (A) such representative's compliance with such confidentiality agreement, rules and policies, (B) all compensation and employment-related matters with respect to such representative, and (C) all acts or omissions committed by such representative during his or her presence at the Niagara Falls Facility or while present at other facilities of either Company or the Seller to the extent that such acts or omissions have any adverse effect on the Seller, either Company or any Other Affiliate. (iv) Without limiting the generality of the foregoing provisions, access to the Companies shall be further limited as follows with respect to environmental matters: During the Pre-Closing Period, the Seller shall allow the Buyer and its Subsidiaries to) give representatives and agents, including an environmental consultant, access, during normal business hours, upon reasonable advance notice, to Sellers the Companies' properties, and their Representatives reasonable access shall make available to Buyer, during normal business hours to at times and for periods of time that will not unreasonably interfere with the officesnormal business operations of either Company, books and records relating to the Assets such employee 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 employees of each of the same Companies as shall be designated by the Seller and as are reasonably available who are involved in connection environmental compliance in order to allow the Buyer to investigate the condition with (a) respect to environmental matters of each Company's properties, plants and facilities. Such access shall also be available on the preparation of Tax Returns or information returns, (b) reports or other obligations by Sellers terms and conditions described above to Governmental Authorities, (c) ACuPowder and its authorized representatives with respect to the administration Tennessee Facilities. (v) All information disclosed or made available to or otherwise obtained by the Buyer, U.S. Bronze, ACuPowder and/or their respective authorized representatives and agents pursuant to the foregoing provisions or otherwise in connection with their investigation of the Excluded Assets Companies 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information shall be 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 extent reasonably required in connection with the foregoing clauses (a)-(h) transactions contemplated hereby shall be subject to the terms and conditions of the Confidentiality Agreement, the U.S. Bronze Confidentiality Agreement and the ACuPowder Confidentiality Agreement, respectively, each of which the Contract Parties hereby acknowledge and agree shall remain in full force and effect and shall survive the Closing or as otherwise expressly contemplated by any termination of this Agreement. . (vi) Prior to the Closing, the Buyer shall (not, and shall not cause or permit its Subsidiaries representatives and agents or ACuPowder or its representatives and agents to) preserve all such books , contact or in any manner communicate with the employees, customers, lessors and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary suppliers of the Closing Date to request Companies in writing that Sellers take any such records andconnection with the transactions contemplated hereby, if Sellers do not agree to take such records within ninety (90) Business Days after receipt except in accordance with the procedures provided herein or otherwise with the express prior consent of the requestSeller, Buyer or upon the express request of the Seller. (or its Subsidiariesvii) Prior to the Closing Date, as applicable) may dispose the Seller shall provide the Buyer, promptly upon the Seller's receipt thereof, with copies of such recordsall monthly production, sales and other monthly operational reports received by Seller from each Company.

Access. Buyer agrees that(a) For purposes of furthering the Transactions, following during the Closingperiod from the date of this Agreement until the Effective Time or, and subject to Applicable Law and except as may be necessary to protect any applicable legal privilegeif earlier, it the termination of this Agreement in accordance with its terms, the Company shall (i) afford Parent and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable access during normal business hours upon reasonable advance notice to the officesCompany, to its and its Subsidiaries’ officers, employees, properties, contracts, commitments, books and records and any report, schedule or other document filed or received by it pursuant to the requirements of applicable Laws (other than information concerning the value of the Company or relating to the Assets process leading to the negotiation and execution of this Agreement and any communications relating to any Company Acquisition Proposal or Company Competing Transaction) and (ii) use its reasonable best efforts to make available to Parent, during normal business hours and at the Company’s principal place of business or via telephone, the Company’s accountants, consultants, legal counsel, financial advisors and representatives, in each case to the extent reasonably requested by Parent in order to discuss the affairs of the Company and its Subsidiaries. During such period, the Company shall, and shall cause its Subsidiaries to, without limitation to the preceding obligations, make available to Parent a copy of any written communication (and a summary of any material oral communication) received from the FDA or similar Governmental Authority promptly after receipt of such communication. All access pursuant to this Section 5.3(a) shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or any operations relating thereto for any of its Subsidiaries and all periods prior to and including (ii) coordinated through the Closing Date as Sellers and their Representatives may reasonably request and to make copies Chief Executive Officer of the same in connection with (a) the preparation of Tax Returns Company or information returns, a designee thereof. (b) reports Notwithstanding anything to the contrary contained in this Section 5.3, neither the Company nor its Subsidiaries nor their respective Representatives shall be required to provide any access, or other obligations by Sellers to Governmental Authoritiesmake available any document, correspondence or information, if doing so would, in the reasonable judgment of the Company’s outside legal counsel, (ci) jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or (ii) conflict with respect any (A) Law applicable to the administration Company or any of its Subsidiaries or the assets, or operation of the Excluded Assets or Excluded Liabilitiesbusiness, (d) with respect to the administration of the Bankruptcy Cases, Company or any of its Subsidiaries or (eB) pursuing, prosecuting Material Company Contract to which the Company or commencing litigation on account any of its Subsidiaries is party or relating to Excluded Assets, including avoidance actions, (f) objecting to proofs by which any of claims their assets or administrative expense claims, (g) preparing the Final Settlement Statement and any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determinationproperties are bound; provided, however, that all in such instances the Company shall inform Parent of the general nature of the information shall be held being withheld and the basis for withholding and, upon Parent’s request, reasonably cooperate with Parent to provide such information, in confidence by Sellerswhole or in part, their Affiliates and their respective Representatives and may in a manner that would not be disclosed to result in any other Person without of the written consent of Buyer, except to the extent reasonably required outcomes described in connection with the foregoing clauses (a)-(hi) and (ii), including using commercially reasonable efforts to seek consent from the applicable third party to any such Material Company Contract under which disclosure is prohibited. (c) No investigation by Parent or as otherwise expressly contemplated by its Representatives shall affect or be deemed to modify or waive the representations and warranties of the Company set forth in this Agreement. Buyer shall . (d) The Parties hereby agree that all information provided to them or their respective Representatives in connection with this Agreement and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary consummation of the Closing Date to request Transactions shall be governed in writing that Sellers take any such records andaccordance with the Confidentiality Agreement, if Sellers do not agree to take such records within ninety dated as of May 8, 2014, between the Company and Parent (90) Business Days after receipt of the request“Confidentiality Agreement”), Buyer (or which shall continue in full force and effect in accordance with its Subsidiaries, as applicable) may dispose of such recordsterms.

Access. Buyer agrees that(a) From the date hereof until the Closing Date or the earlier termination of this Agreement in accordance with its terms, following subject to the Closingconfidentiality obligations of Purchaser set forth herein and in the Confidentiality Agreement, and subject to Applicable Law and except as may be necessary to protect any applicable legal privilegethe limitations set forth in Section 7.03(b), it Seller shall (and shall cause its Subsidiaries toi) give to Sellers Purchaser and their Purchaser’s Representatives reasonable access access, during normal business hours and upon reasonable advance notice, to the offices, properties, and books and records of Seller, the Company and the Selling Affiliate to the extent relating to the Assets or any operations Business (which books and records shall include, without limitation, the books and records evidencing the compliance of Seller and the Selling Affiliate with the Protocol as it applies to the Business) and (ii) furnish to Purchaser and Purchaser’s Representatives such financial and operating data and other information in Seller’s possession relating thereto for any and all periods prior to and including the Closing Date Business as Sellers and their Representatives Purchaser may reasonably request and to make copies of the 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determinationrequest; provided, however, that all neither Purchaser nor any Purchaser Representative will have the right to perform any investigative procedures that involve physical disturbance or damage to the real property of Seller or its Affiliates (including any environmental sampling or testing at such information real property) or any of the other assets of the Business without Seller’s prior written consent. Any investigation pursuant to this Section 7.03 shall be held conducted in confidence by Sellerssuch manner as not to interfere unreasonably with the conduct of the business of Seller, their Affiliates and the Selling Affiliate or any of their respective Representatives and may not Affiliates. (b) Nothing in this Agreement will impose obligations on Seller, the Selling Affiliate or any of their respective Affiliates to give Purchaser or any Purchaser Representative access to information if such access could reasonably be disclosed expected to cause Seller, the Selling Affiliate or any of their respective Affiliates to be in breach of any duty of confidence or any other Person without duty or obligation under applicable Law (including antitrust and Competition Laws and Laws affecting privacy, personal information and the written consent collection, handling, storage, processing, use or disclosure of Buyer, except to the extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closingdata); provided, however, that Buyer Seller shall, and shall have cause the right at Selling Affiliate and each of their respective controlled Affiliates to, (i) use reasonable efforts to obtain consent to disclose information covered by a confidentiality agreement or other duty of confidence and (ii) disclose competitively sensitive information to the Purchaser’s external legal advisers pursuant to a common interest or joint defense agreement entered into by and between Seller and Purchaser. (c) Confirmation of Tantalum Inventory and Non-Tantalum Inventory. (i) During the week prior to the Closing, Seller shall provide Purchaser with a copy of the report relating to its most recent physical inspection of the Business’s Tantalum Inventory and Non-Tantalum Inventory (including, for the avoidance of doubt, any time Tantalum Inventory or Non-Tantalum Inventory of the Business contained in offsite storage facilities) and all relevant documentation bringing the inventory levels set forth therein forward to (A) the date of such delivery and (B) the anticipated Closing Date (such Tantalum Inventory, the “Closing Tantalum Inventory”, and such Non-Tantalum Inventory, the “Closing Non-Tantalum Inventory”). Such report shall identify and quantify in a reasonable level of detail each subcategory comprising the definition of Minimum Tantalum Inventory and Minimum Non-Tantalum Inventory and shall be accompanied by a certification of such Closing Tantalum Inventory and Closing Non-Tantalum Inventory by an executive officer of Seller. (ii) If the Closing Tantalum Inventory is less than the Minimum Tantalum Inventory, then Seller shall, as soon as reasonably practicable but in no event later than six (6) months after the second Closing Date, deliver to Purchaser an amount of Tantalum Inventory equal to: (2ndA) anniversary in the case of a shortfall in tantalum ore, K2TaF7 and scrap, such shortfall from a source specified as “non-conflict”; and (B) in the case of a shortfall in any of (i) capacitor powder, work in progress and finished goods, (ii) mill work in progress, finished goods and scrap or (iii) tantalum trays, such amount of tantalum ore, K2TaF7 and scrap from a source specified as “non-conflict” as is necessary for the Business to produce the shortfall in the ordinary course, and Seller shall pay Purchaser an amount equal to the aggregate cost to the Business to produce such shortfall (calculated on the basis of the aggregate weighted average conversion cost per pound incurred by the Business to produce each type of the shortfall in the three (3) months prior to the Closing Date to request in writing that Sellers take any such records andDate) from the tantalum ore, if Sellers do not agree to take such records K2TaF 7 and scrap delivered by Seller. (iii) If the Closing Non-Tantalum Inventory is less than the Minimum Non-Tantalum Inventory, then Seller shall, within ninety five (905) Business Days after receipt the Closing Date, pay to Purchaser by wire transfer of the request, Buyer (or its Subsidiaries, as applicable) may dispose of immediately available funds cash in an amount equal to such recordsshortfall calculated by reference to book value in accordance with GAAP and on a basis consistent with past practice.

Access. Prior to the Closing Date, Seller shall (1) give Buyer agrees thatand its accounting, following legal, business, environmental, engineering, intellectual property and other authorized representatives and advisors full access, during normal business hours, to all plants, offices, warehouses and other facilities and properties of Seller relating to the ClosingProducts, the Assets and subject the Business, (2) furnish Buyer and its authorized representatives and advisors with all documents and information relating to Applicable Law the Products, the Assets and except the Business as may be necessary reasonably requested by Buyer and its authorized representatives and advisors, (3) permit Buyer and its authorized representatives and advisors to protect any applicable legal privilegereview all books, it shall (records and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable access during normal business hours to the offices, books and records Contracts relating to the Products, the Assets or any operations relating thereto for any and all periods prior to the Business as may be reasonably requested by Buyer and including the Closing Date as Sellers its authorized representatives and their Representatives may reasonably request advisors, and to make copies thereof, (4) make available Seller’s employees and advisors, including those responsible for the management of the same in connection Business, and cause Seller’s employees and advisors to furnish Buyer and its authorized representatives and advisors with (a) the preparation of Tax Returns or data and other information returns, (b) reports or other obligations by Sellers to Governmental Authorities, (c) with respect to the administration 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 Excluded Assets or Excluded LiabilitiesBusiness, (d5) 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 customers in the administration manner heretofore conducted by Seller or otherwise to qualify itself or its products or facilities for the purpose of so conducting the Business, and (6) fully cooperate with Buyer and its authorized representatives and advisors in their investigation and examination of the Bankruptcy CasesProducts, (e) pursuingthe Assets and the affairs of the Business, prosecuting or commencing litigation on account in all 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information shall be 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 Buyerforegoing instances, except as to the extent reasonably required in connection with the foregoing clauses (a)-(h) information to be provided by Seller at Closing pursuant to Section 5.28. No investigation, or as otherwise expressly contemplated receipt of information provided by this Agreement. or on behalf of Seller or review thereof by Buyer or its representatives or advisors shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provideddiminish or obviate, howeveror relieve Seller or ▇▇▇▇▇▇ from, that Buyer shall have the or affect Buyer’s ability or right at to rely on, any time after the second (2nd) anniversary of the Closing Date to request representations, warranties, covenants and agreements of Seller or ▇▇▇▇▇▇ contained in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of this Agreement and the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsTransaction Documents.

Access. Buyer agrees that, following Prior to the Closing, upon reasonable notice from Purchaser, and subject to Applicable Law and except as may be necessary to protect the provisions of any applicable legal privilege, it shall lease or sublease (and shall cause whether the Company or any of its Subsidiaries to) give is a lessor/sublessor or lessee/sublessee), the Company shall afford to Sellers and their Representatives the officers, attorneys, accountants or other authorized representatives of Purchaser reasonable access during normal business hours to the officesbusiness, employees, Real Estate, facilities and books and records of the Company and each of its Subsidiaries relating to the Assets business then conducted and/or operated or previously conducted and/or operated by the Company and its Subsidiaries for all or any operations portion of its business (including without limitation all Tax Returns and communications with any Governmental Authority relating thereto for any and all periods prior to and including the Closing Date Taxes), so as Sellers and their Representatives may reasonably request and to afford Purchaser full opportunity to make copies such review, examination and investigation of the same such businesses as Purchaser determines are reasonably necessary 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 consummation of the Excluded Assets transactions contemplated hereby and shall execute such contracts as may be required to access information held by third parties 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 any other matters contemplated cause an inspection by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determinationa Governmental Authority; provided, however, that all the foregoing right of access shall not be exercisable in such information a manner as to interfere unreasonably with the normal operations and business of such Person. Purchaser shall be held permitted to make extracts from or to make copies of such books and records as may be reasonably necessary in confidence connection therewith. Prior to the Closing, the Company shall, and shall cause each of its Subsidiaries to, and each of its Subsidiaries shall, promptly furnish Purchaser with access to such maintenance records, operating data and other information relating to the business then owned and/or operated by Sellersthe Company and each of its Subsidiaries as Purchaser may reasonably request. The Company shall promptly deliver to Purchaser such copies of all pleadings, their Affiliates motions, notices, statements, schedules, applications, reports and their respective Representatives other papers filed by the Company or any of its Subsidiaries, or by any Person in connection with or related to the Company's and may not be disclosed its Subsidiaries' businesses, and after the consummation of the Restructuring, in each case in the Bankruptcy Cases. The Company shall promptly provide to Purchaser all documents and materials relating to the Restructuring, the proposed transfer of the Shares, the Accepted Contracts or any other Person without the written consent of Buyerportion thereof, except and otherwise cooperate with Purchaser, to the extent reasonably required necessary in connection with Purchaser's preparation for or participation in any part of the foregoing clauses (a)-(h) Bankruptcy Cases in which Purchaser's participation is necessary, required or reasonably appropriate. The Company shall promptly deliver to Purchaser all pleadings, motions, notices, statements, schedules, applications, reports and other papers filed in any other judicial or administrative proceeding as otherwise expressly Purchaser may reasonably request. In addition, the Company shall, and shall cause each of its Subsidiaries to consult with Purchaser with respect to any press release or public statement outside the Bankruptcy Court concerning, in whole or in part, the transactions contemplated by this Agreement. Buyer Without limiting the generality of this Section 4.1, if requested by Purchaser, the Company, upon reasonable notice, shall provide access to the Real Estate to Purchaser and its representatives and agents for purposes of conducting unintrusive environmental assessments, including Phase I analyses or further analyses if Purchaser deems such analyses are warranted as a result of a Phase I analysis or otherwise. To the extent that any applicable lease or sublease (and shall cause whether the Company or any of its Subsidiaries tois a lessor/sublessor or lessee/sublessee) preserve all such books and records for a period of three (3) years after restricts the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary ability of the Closing Date Company's or any of its Subsidiaries to grant access to any property, the Company and its Subsidiaries shall use all reasonable best efforts to provide for such access as Purchaser may reasonably request in writing that Sellers take any such records andhereunder. For the avoidance of doubt, if Sellers do the Company shall not agree be required to take such records within ninety (90) Business Days after receipt provide Purchaser access to information regarding bids or expressions of interest received by the requestCompany, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsbefore the Bid Deadline Date.

Access. Buyer agrees that(a) From and after the Closing Date, following in connection with any reasonable business purpose, including the Closingpreparation of Tax Returns, and subject financial statements, SEC or bank regulatory reporting obligations, or the determination of any matter relating to Applicable Law 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 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, during normal business hours, to the properties, books and records of Buyer and its Affiliates 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 protect any applicable legal privilegeassist Seller, it shall (and shall cause its Subsidiaries to) give to Sellers and Representatives or their Representatives reasonable access during normal business hours to the offices, 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 same respective Affiliates in connection with (a) the preparation of Tax Returns or information returns, (b) reports or other obligations by Sellers its inquiries for any purpose referred 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 Assetsabove, including avoidance actions, (f) objecting to proofs the presence of claims such persons as witnesses in hearings or administrative expense claims, (g) preparing the Final Settlement Statement and any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determinationtrials for such purposes; provided, however, that all such information investigation shall not unreasonably interfere with the business or operations of Buyer or any of its Affiliates; and provided, further, that the auditors and accountants of Buyer or its Affiliates shall not be held obligated to make any work papers available to any Person except in confidence accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. (b) If so requested by SellersBuyer or Parent, on the one hand, or Seller or one of its Affiliates, on the other hand, Seller or one of its Affiliates, or Buyer, Parent or one of their Affiliates respective Affiliates, as the case may be, shall enter into a customary joint defense agreement or common interest agreement with Parent, Buyer and their respective Representatives Affiliates, or Seller and may not be disclosed to any other Person without the written consent of Buyer, except to the extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its SubsidiariesAffiliates, as applicable) may dispose of such records, with respect to any information to be provided to Seller pursuant to Section 7.01(a).

Access. Buyer agrees thatUpon reasonable prior notice to Seller, following the ClosingPurchaser and its agents, employees, consultants, lenders and subject to Applicable Law and except as may be necessary to protect any applicable legal privilege, it representatives shall (and shall cause its Subsidiaries to) give to Sellers and their Representatives have reasonable access during normal business hours to the offices, Property and all books and records relating to for the Assets Property that are in Seller’s possession or any operations relating thereto control for any the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and all periods prior to environmental inspections and including the Closing Date as Sellers and their Representatives may reasonably request and to make copies of the same in connection with (a) the preparation of Tax Returns or information returnstests, (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 any other matters contemplated inspections, studies, or tests reasonably required by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determinationPurchaser; provided, however, Purchaser may not conduct any invasive testing without Seller’s prior written consent (which consent shall not be unreasonably withheld) and Seller shall have the right to accompany Purchaser during all activities conducted at the Property. Invasive testing shall include but not be limited to any testing, studies or inspections that may disturb the Property in a material respect or interfere with the use of the Building or Seller’s business. If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. Purchaser shall provide to Seller, at Seller’s expense, copies of the results of all such information inspections, studies or tests required by Purchaser. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, lenders and representatives shall be held have a continuing right of reasonable access to the Property and any office where the records of the Property are kept, with at least two (2) days prior notice, for the purpose of examining and making copies, at Purchaser’s sole expense, of all books and records and other materials relating to the Property in confidence Seller’s possession or control. Purchaser shall have the right to conduct a “walk-through” of the Property before the Closing upon at least two (2) days prior notice to Seller. In the course of its investigations, Purchaser may make inquiries concerning the Real Property to third parties, including, without limitation, representatives, contractors, parties to Service Contracts and municipal, local and other government officials and representatives in accordance with the terms of this Agreement, and Seller consents to such inquiries. Purchaser hereby indemnifies, protects, defends (with counsel reasonably acceptable to Seller) and holds Seller and the Property free and harmless from and against any and all costs, losses, liabilities, damages, lawsuits, judgments, actions, proceedings, penalties, demands, attorneys’ fees, mechanic’s liens, or expenses of any kind or nature whatsoever (“Claims”), to the extent caused by Sellersany entry and/or activities upon the Property by Purchaser, their Affiliates and their respective Representatives and may Purchaser’s agents, contractors and/or subcontractors, provided, however, Purchaser shall not be disclosed to indemnify Seller against any other Person without Claims caused by Seller’s negligence or willful misconduct, or Claims arising out of conditions that were present before Purchaser entered the written consent of BuyerProperty, except to the extent that Purchaser’s activities (a) are unreasonable in the context of the information provided to Purchaser, or reasonably required in connection evident to Purchaser, with respect to such existing condition, and (b) exacerbate such existing conditions. The foregoing indemnity obligations shall survive the foregoing clauses (a)-(h) or as otherwise expressly contemplated by termination of this Agreement. Buyer shall (Agreement and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such records.

Access. Buyer agrees that, following the Closing, (i) Subject to Section 6.2(c)(iv) below and subject to Applicable Law and except as may be necessary to protect any applicable legal privilegeconfidentiality or similar agreement, it at any reasonable time, upon at least two Business Days’ prior notice to Seller, Seller shall permit representatives or agents of Buyer (and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable access including, for purposes of any inspection (but not visit), internal auditors but excluding any third party auditors), during normal business hours to (A) visit the offices, 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 properties of the 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information shall be 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 extent reasonably required Seller utilized in connection with the foregoing clauses collection, processing or servicing of the Transferred Assets, and to discuss matters relating to the Transferred Assets or Seller’s performance and activities under or in connection with this Agreement with any officer, employee or internal accountants of Seller having knowledge of such matters and (a)-(hB) inspect and examine the Records and make copies of and abstracts from such Records relating to the Transferred Assets and otherwise inspect Seller’s information technology systems or as otherwise expressly contemplated by this Agreementother data or computer systems. Buyer (or such Person as Buyer may designate) shall be responsible for any expenses it incurs in connection with any visit or inspection. (ii) Subject to Section 6.2(c)(iv) below and any applicable confidentiality or similar agreement, at any reasonable time, upon at least two Business Days’ prior notice to Seller, Seller shall cause its Subsidiaries topermit representatives or agents of Buyer (including any third party auditors) preserve to conduct audits related to the foregoing matters listed in Section 6.2(c)(i). Seller shall be responsible for all costs and expenses of any audit (including the reasonable costs and expenses of Buyer) up to a maximum amount of $50,000 per audit; provided that such books maximum shall not apply to the Dilution Data Review or the Dilution Process Review conducted pursuant to the Sub-Servicing Agreement. (iii) Seller shall authorize such officers, employees, independent accountants and records for a period consultants, as applicable, to discuss with ▇▇▇▇▇ (or such Person as Buyer may designate) the affairs of three Seller as such affairs relate to the applicable Transferred Assets. (3iv) years after the Closing; provided, however, that Buyer Any such (A) visit described in Section 6.2(c)(i) above shall have the right be conducted at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the at Buyer’s reasonable request, Buyer (B) inspection described in Section 6.2(c)(i) above shall be conducted no more than once per calendar quarter and (C) audit described in Section 6.2(c)(ii) above shall be conducted no more than once per 12-month period (provided that the “Dilution Data Review,” and “Dilution Process Review” conducted pursuant to the Sub-Servicing Agreement or its Subsidiariesany annual due diligence meeting conducted by a lender in accordance with the related Loan Agreement, as applicable, shall not count towards such audit limitation but any other audit conducted pursuant to Section 4.1(a) may dispose of such records.the Sub-Servicing Agreement, Section 6.2(b) of the NBCU Transfer Agreement or

Access. Buyer agrees that(a) The Companies shall, following through the ClosingClosing Date, upon reasonable notice and subject to Applicable Law and except as may be necessary to protect any applicable legal privilege, it shall (and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable access during normal business hours to hours: (i) make available in the officesData Room for inspection by the counsel, books auditors and records relating to representatives of UEC, all of the Assets or any operations relating thereto for any Companies’ respective books, records, contracts, documents, correspondence and all periods prior to other written materials, and including the Closing Date as Sellers and their Representatives may reasonably request and afford such Persons every reasonable opportunity to make copies thereof and take extracts therefrom at the sole cost of UEC; (ii) authorize and permit such Persons at the risk and the sole cost of UEC, and only if such Persons do not unduly interfere in the operations of the same in connection with Companies, to attend at all of its respective places of business and operations to observe the conduct of its business and operations, inspect its properties and assets and make physical counts of its inventories, shipments and deliveries; and (aiii) require the preparation Companies’ management personnel to respond to all reasonable inquiries concerning the business, Liabilities, assets, and the conduct of Tax Returns or information returns, its business. (b) reports or other obligations by Sellers to Governmental AuthoritiesUEC shall, (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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information shall be 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 extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three at least five business days prior to the Closing Date, upon reasonable notice and during normal business hours: (3i) years after make available for inspection by the Closing; providedcounsel, however, that Buyer shall have the right at any time after the second (2nd) anniversary auditors and representatives of the Closing Date Pacific Road Funds and the Companies, at such location as is appropriate, all of UEC’s books, records, contracts, documents, correspondence and other written materials, and afford such Persons every reasonable opportunity to request in writing that Sellers make copies thereof and take any extracts therefrom at the sole cost of the Pacific Road Funds and the Companies; provided such records and, if Sellers Persons do not agree to take unduly interfere in the operations of UEC; (ii) authorize and permit such records within ninety (90) Business Days after receipt Persons at the risk and the sole cost of the requestPacific Road Funds and the Companies, Buyer and only if such Persons do not unduly interfere in the operations of UEC, to attend at all of its places of business and operations to observe the conduct of its business and operations, inspect its properties and assets and make physical counts of its inventories, shipments and deliveries; and (iii) require UEC’s management personnel to respond to all reasonable inquiries concerning UEC’s business assets or the conduct of its Subsidiaries, as applicable) may dispose of such recordsbusiness relating to its Liabilities and obligations.

Access. (a) From the date hereof until the Closing Date, Seller shall, at the prior written request of Buyer, (i) give Buyer agrees thatand its Representatives, following who are bound by the ClosingMutual Confidentiality Agreement, reasonable access during Working Hours to the offices and properties, and to copies of books and records, of the Company Group subject in all respects to any and all 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; (ii) furnish to Buyer and its Representatives, who are bound by the Mutual Confidentiality Agreement, such financial and operating data and any other information relating to the Company Group and in the possession of Seller or the Company Group members as such Persons may reasonably request; and (iii) instruct the employees, counsel and financial advisors of the Company Group to cooperate with Buyer in its investigation of the Company Group. Any investigation pursuant to this Section 5.04 shall be conducted in such manner as not to interfere unreasonably with the conduct of the 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 a 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 except as (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 necessary withheld in Seller’s sole discretion. All information provided or obtained pursuant to protect any applicable legal privilegethis Section 5.04 shall be kept confidential by Buyer and its Representatives in accordance with the Mutual Confidentiality Agreement. (b) From the date hereof until the Closing Date, it without Seller’s prior written consent, Buyer shall (not, and shall cause its Subsidiaries Affiliates not to, contact any customers, vendors or suppliers of, or other third parties having business relationships with, the Company Group members, provided that if Seller provides its written consent, any such contact shall be conducted in compliance with the terms of the Mutual Confidentiality Agreement and Representatives of Seller shall be entitled to reasonable notice of, and participation in, all such meetings. Notwithstanding the foregoing, this Section 5.04(b) give to Sellers and their Representatives reasonable access during normal business hours shall not restrict Buyer or its Affiliates from any such contact does not relate to the officesCompany Group, books and records relating to this Agreement or 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 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 any other matters transactions contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information shall be 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 extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordshereby.

Access. Buyer agrees that(i) Upon reasonable advance written request by Buyers, following the ClosingSellers will, and subject to Applicable Law will permit and except as may be necessary to protect any applicable legal privilege, it shall cause the Target Companies (and shall will use reasonable best efforts to cause its Subsidiaries toTiwest and the Tiwest Joint Venture Participants), (A) give to Sellers permit, Buyers and their respective Representatives to have reasonable access during normal business hours hours, and in a manner so as not to interfere unreasonably with the officesnormal business operations of Sellers, books Target Companies, Tiwest or the Tiwest Joint Venture Participants to all premises, properties, personnel, Records, IT Systems and records relating to Contracts used or held for use in 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 operation of the same Business and the Tiwest Joint Venture, in connection with (a) each case, for the preparation purpose of Tax Returns or information returnsevaluating, (b) reports or other obligations by Sellers to Governmental Authoritiesand reviewing the Business, (c) with respect to the administration of Tiwest Joint Venture and each Target Company’s and Tronox Australia’s business, properties, the Excluded Acquired Assets or Excluded Liabilities, (d) with respect to and 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 any other matters contemplated by Section 2.06 Assumed Liabilities and (hB) any final determination to furnish reasonably promptly to Buyers such information concerning Sellers’, the Target Companies’ and the Tiwest Joint Venture’s business, properties, contracts, records and personnel as may be reasonably requested, from time to time, by or on behalf of any audit or examination, Proceeding or determinationBuyers; provided, however, that all such information that, for avoidance of doubt, the foregoing shall be held not require any Party to waive, or take any action with the affect of waiving, its attorney client privilege or any confidentiality obligation to which it is bound with respect thereto or take any action in confidence by Sellersviolation of applicable law. During the period from the date hereof and ending upon the Closing, their Affiliates Buyers shall not, and shall cause their respective Representatives and may not be disclosed to, contact any customers, suppliers or licensors of the Business in connection with or pertaining to any other Person without the acquisition of the Acquired Assets under this Agreement except with the prior written consent of BuyerTronox Incorporated (which consent shall not be unreasonably withheld, except conditioned or delayed). (ii) All information obtained pursuant to this Section 5(g) shall be subject to the extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (terms and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary conditions of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsConfidentiality Agreement.

Access. Buyer agrees that(a) Between the date of this Agreement and the Core Portfolio Closing Date, following HUD Portfolio Closing Date or the ClosingCasablanca Option Closing Date, as applicable, Sellers will, and subject will cause each Acquired Company to, afford to Applicable Law the authorized representatives and except as may be necessary to protect any applicable legal privilege, it shall (agents of the Buyer free and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable access during normal business hours to and the officesright to inspect the assets, properties, books and records relating thereof and their respective Affiliates to the Assets extent related to any Acquired Company or any operations relating thereto for any Acquired Property, and all periods prior will furnish, or cause to be furnished to, the Buyer such additional financial and including operating data and other information regarding the Closing Date same as Sellers and their Representatives the Buyer may from time to time reasonably request and is available to Sellers or any Acquired Company. Sellers will, and will cause each Acquired Company to, make reasonably available for conference any of their respective officers and employees and will attempt to make copies available their respective agents vendors or suppliers who are involved in the business conducted at any Acquired Property as reasonably requested by the Buyer and will supply, or cause to be supplied, to the Buyer all other information that the Buyer deems necessary to review the Acquired Property as is available to Sellers or any Acquired Company. The Buyer and the Buyer’s agents, representatives and designees will also have the continuing right until the appropriate closing date to enter in and upon the Acquired Properties to inspect, examine, survey and make any borings, soil bearing tests, monitoring ▇▇▇▇▇, or other physical tests and any other engineering, structural, building system, environmental, architectural or landscaping test, drawings, investigations, analyses or surveys which the Buyer deems necessary or appropriate, subject to the prior written approval of Seller, which approval shall not be unreasonably withheld. Any access pursuant to this Section 6.2(a) shall be subject to the terms of the same in connection with (a) the preparation of Tax Returns or information returns, applicable Property Lease. (b) reports or other obligations by The Buyer will cooperate with Sellers to Governmental Authoritiesconduct the inspections, (c) with respect examinations, surveys, tests, drawings, investigations, analyses, surveys, reviews and interviews contemplated in this Section 6.2 in such a manner as to cause as little disruption to the administration of business conducted at the Excluded Assets or Excluded LiabilitiesAcquired Properties as possible, (d) with respect to and the administration of Buyer will indemnify, defend and save 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 Sellers harmless from any Damages incurred by the Final Settlement Statement and any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information shall be 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 Sellers to the extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated such Damages are caused by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (Buyer’s or its Subsidiariesemployees, as applicable) may dispose contractors or representatives in the performance of such recordsinspections, examinations, surveys, analyses, tests, drawings, investigations, surveys, reviews and interviews, except that in no event shall Buyer be liable for any Damages based solely on its discovery of pre-existing conditions.

Access. Buyer agrees that(a) Subject to applicable Law, following upon reasonable notice, the Closing, Company and subject to Applicable Law and except as may be necessary to protect any applicable legal privilege, it Parent each shall (and shall cause its Subsidiaries to) give to Sellers and their afford the other’s Representatives (including, for this purpose, environmental consultants) reasonable access access, during normal business hours throughout the period prior to the officesEffective Time, books to its properties, books, contracts 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 same in connection with (a) the preparation of Tax Returns or information returnsand, (b) reports or other obligations by Sellers to Governmental Authoritiesduring such period, (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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information shall be 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 extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer each shall (and shall cause its Subsidiaries to) preserve furnish promptly to the other all such books information concerning its business, properties and records for a period of three (3) years after personnel as may reasonably be requested, provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by the Closing; Company, Parent or Merger Sub, and provided, howeverfurther, that Buyer the foregoing shall not require the Company or Parent (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company or Parent, as the case may be, shall have used reasonable efforts to obtain the right at consent of such third party to such inspection or disclosure or (ii) to disclose any time after the second (2nd) anniversary privileged information of the Closing Date Company or Parent, as the case may be, or any of its Subsidiaries. All requests for information made pursuant to request in writing that Sellers take any such records and, if Sellers do not agree this Section 6.6 shall be directed to take such records within ninety (90) Business Days after receipt an executive officer of the requestCompany or Parent, Buyer as the case may be, or such Person as may be designated by either of their executive officers, as the case may be. All such information shall be governed by the terms of the Confidentiality Agreement. (b) Without limiting the generality of Sections 6.5(a) and 6.6(a), the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, use their reasonable best efforts to cooperate on a timely basis with Parent’s and Merger Sub’s efforts to obtain funding for the Transactions (and facilitating the syndication thereof) by way of (i) participating in due diligence sessions; (ii) assisting Parent, Merger Sub and its financing sources in preparing bank information memoranda and similar documents (including historical and pro-forma financial statements and information to the extent reasonably requested by Merger Sub); (iii) recording documents and executing and delivering financing documents (or ensuring the execution and delivery thereof) and other requested certificates or documents, including a certificate of the chief financial officer of the Company or any of its Subsidiaries with respect to solvency matters, comfort letters of accountants, consents of accountants for use of their reports in any materials relating to such funding, legal opinions, surveys and title insurance; (iv) providing reasonable direct contact between Parent’s and Merger Sub’s lenders involved in the funding process and their counsel and advisors (collectively, the “Funding Arrangers”) and the officers and directors of the Company and its Subsidiaries; and (v) permitting the Funding Arrangers to evaluate the Company’s and each of its Subsidiaries’ current assets, as applicablecash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements and establishing bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing and to conduct a due diligence investigation of the Company and its Subsidiaries in connection with any bank financing, including access to outside accountants and key customers and key suppliers); provided that (1) may dispose such requested cooperation does not materially and adversely interfere with the ongoing operations of such recordsthe Company or any of its Subsidiaries and (2) none of the Company or any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other expense in connection with their cooperation in the funding process prior to the Effective Time.

Access. Buyer agrees that(a) For purposes of furthering the transactions contemplated hereby, following the ClosingCompany shall afford Parent and its controlled Affiliates, and subject to Applicable Law and except as may be necessary to protect any applicable legal privilege, it shall (and shall cause its Subsidiaries to) give to Sellers and their 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 from the date hereof until the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, to its and its Subsidiaries’ personnel, properties, contracts, commitments, Tax Returns, books and records relating and such other information concerning its business, properties and personnel as Parent may reasonably request. All access pursuant to this Section 5.2(a) shall be (A) conducted in such a manner as not to interfere unreasonably with the Assets normal operations of the Company or any operations relating thereto for any of its Subsidiaries and all periods prior to and including (B) coordinated through the Closing Date as Sellers and their Representatives may reasonably request and to make copies General Counsel of the same in connection with (a) the preparation of Tax Returns Company or information returns, a designee thereof. (b) reports Notwithstanding anything to the contrary contained in this Section 5.2, no party to this Agreement nor any of its Subsidiaries shall be required to provide any access, or other obligations by Sellers to Governmental Authoritiesmake available any document, correspondence or information, if doing so would, in such party’s and its outside legal counsel’s reasonable judgment, (ci) jeopardize the attorney-client privilege of such party or any of its Subsidiaries or (ii) conflict with respect any (A) Law applicable to such party or any of its Subsidiaries or the administration assets, or operation of the Excluded Assets business, of such party or Excluded Liabilities, any of its Subsidiaries or (dB) with respect Contract to the administration which such party or any of the Bankruptcy Cases, (e) pursuing, prosecuting its Subsidiaries is a party or commencing litigation on account by which any of their assets 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determinationproperties are bound; provided, however, that all in such instances such party shall inform the other party of the general nature of the information shall be held being withheld and, upon the other party’s request, reasonably cooperate with the other party to provide such information, in confidence by Sellerswhole or in part, their Affiliates and their respective Representatives and may in a manner that would not be disclosed to result in any other Person without of the written consent of Buyer, except to the extent reasonably required outcomes described in connection with the foregoing clauses (a)-(hi) and (ii). (c) The parties hereto hereby agree that all information provided to them or as otherwise expressly contemplated by their respective officers, directors, employees or representatives in connection with this Agreement. Buyer shall (Agreement and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary consummation of the Closing Date to request transactions contemplated hereby shall be governed in writing that Sellers take any such records andaccordance with the confidentiality agreement, if Sellers do not agree to take such records within ninety dated as of January 18, 2016, between the Company and Parent (90) Business Days after receipt of the request“Confidentiality Agreement”), Buyer (or which shall continue in full force and effect in accordance with its Subsidiaries, as applicable) may dispose of such recordsterms.

Access. Subject to applicable Law, during the Interim Period, Sellers (a) shall give 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 (and shall cause its Subsidiaries to) give to Sellers and 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 same in connection with (a) the preparation of Tax Returns or information returnsSellers, (b) reports or shall furnish to Buyer and its Representatives such financial, operating and property data related to the Acquired Assets and other obligations by Sellers to Governmental Authoritiesinformation as Buyer and its Representatives reasonably request, and (c) shall cooperate reasonably with respect to the administration Buyer in its investigation of the Excluded Assets Business. It is acknowledged and understood that no investigation by Buyer or Excluded Liabilitiesother information received by Buyer shall operate as a waiver or otherwise affect any representation, (d) warranty or other agreement given or made by Sellers hereunder. Buyer agrees that any on-site inspections of any Acquired Real Property shall be conducted in the presence of Sellers or their Representatives. All inspections shall be conducted so as not to interfere unreasonably with respect to the administration use 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information shall be held in confidence Acquired Real Property by Sellers, . Buyer agrees to indemnify and hold Sellers and their Affiliates and their respective Representatives harmless of and may not be disclosed 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 any physical injuries arising from Buyer’s inspection of the Acquired Assets (other Person without the written consent of Buyer, except than to the extent reasonably required in connection with any of the foregoing clauses (a)-(h) results from the gross negligence or as otherwise expressly contemplated by 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. Buyer All information obtained pursuant to this Section 6.4 shall (be subject to the terms and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary conditions of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsConfidentiality Agreement.

Access. Buyer agrees that(a) Subject to compliance with applicable Laws, following each of the ClosingCompany and Parent shall (and each shall cause its Subsidiaries to): (i) afford to the other party and to its officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives (collectively, “Representatives”) reasonable access, solely for purposes of furthering the Mergers and the other transactions contemplated hereby or integration planning relating thereto, during normal business hours, on reasonable advance notice of not less than two Business Days, throughout the period prior to the earlier of the First Effective Time and the Termination Date, to the other party’s and its Subsidiaries’ businesses, properties, personnel, agents, contracts, commitments, books and records, other than any such matters that relate to the negotiation and execution of this Agreement, including with respect to the consideration or valuation of the Mergers or any financial or strategic alternatives thereto, or any Company Alternative Proposal or Parent Alternative Proposal, as applicable, and subject (ii) promptly furnish the other party and its Representatives all other information concerning its business, properties and personnel as may reasonably be requested by the other party; provided, that the Company or Parent, as applicable, may provide such access by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law (including any COVID-19 Measures). (b) Subject to Applicable Law and except compliance with applicable Laws, throughout the period from the First Effective Time until the Control Date (or, as may be necessary to protect any applicable legal privilegein accordance with Section 5.20, it the completion of the Post-Closing Disposition), the Company shall (and shall cause its Subsidiaries to) give (i) afford to Sellers Parent and their its Representatives reasonable access access, for purposes of furthering the transactions contemplated hereby or integration planning relating thereto, during normal business hours hours, on reasonable advance notice of not less than two Business Days, to the officesCompany’s and its Subsidiaries’ businesses, properties, personnel, agents, contracts, commitments, books and records relating to records, and (ii) promptly furnish Parent and its Representatives (A) such financial and operating data and other information concerning the Assets Company and its Subsidiaries as may be reasonably requested and is necessary 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 same advisable in connection with (a) the preparation of Tax Returns any filings contemplated pursuant to Section 5.6 or information returnsany Post-Closing Disposition, (bB) all reports or other obligations information concerning the Company and its Subsidiaries provided to third parties pursuant to the terms of any outstanding indebtedness of the Company or any of its Subsidiaries and (C) all other information concerning the Company’s business, properties and personnel as may reasonably be requested by Sellers the other party; provided, that the Company may provide such access by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law (including any COVID-19 Measures); provided, further, that to Governmental Authoritiesthe extent access to any information of the Company or any of its Subsidiaries requires the entry of a protective order by the STB, the Company or its applicable Subsidiary shall be required to grant such access only if such order is obtained, subject to the terms of such order. (c) The foregoing provisions of this Section 5.3 notwithstanding, neither the Company nor Parent shall be required to afford such access or furnish such information if it would unreasonably disrupt the operations of such party or any of its Subsidiaries, would cause a violation of any agreement to which such party or any of its Subsidiaries is a party, would result in a loss of privilege or trade secret protection to such party or any of its Subsidiaries, would result in the disclosure of any information in connection with respect any litigation or similar dispute between the parties hereto, would constitute a violation of any applicable Law or result in the disclosure of any personal information that would expose the such party to the administration risk of liability. In the event that Parent or the Company objects to any request submitted pursuant to and in accordance with this Section 5.3 and withholds information on the basis of the Excluded Assets foregoing sentence, the Company or Excluded LiabilitiesParent, as applicable, shall inform the other party as to the general nature of what is being withheld and the Company and Parent shall use reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the foregoing impediments, including through the use of reasonable best efforts to (i) obtain the required consent or waiver of any third party required to provide such information and (ii) implement appropriate and mutually agreeable measures to permit the disclosure of such information in a manner to remove the basis for the objection, including by arrangement of appropriate clean room procedures (including as set forth in the Clean Team Agreement), if the parties determine that doing so would reasonably permit the disclosure of such information without violating applicable Law or jeopardizing such privilege. (d) with respect to the administration Each 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 Company and any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, Parent hereby agrees that all such information shall be held in confidence by Sellers, their Affiliates and their respective provided to it or any of its Representatives and may not be disclosed to any other Person without the written consent of Buyer, except to the extent reasonably required in connection with this Agreement and the foregoing clauses (a)-(h) or consummation of the transactions contemplated hereby shall be deemed to be “Confidential Information,” as otherwise expressly contemplated by this Agreement. Buyer shall (such term is used in, and shall cause its Subsidiaries tobe treated in accordance with, the confidentiality agreement, dated as of December 9, 2020, between the Company and Parent (the “Confidentiality Agreement”) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose , the Clean Team Confidentiality Agreement, dated as of such recordsMarch 10, 2021, between the Company and Parent (the “Clean Team Agreement”).

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 (and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable access during normal business hours to the offices, 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 same in connection with (a) the preparation Subject to Section 8.17 hereof, upon reasonable notice, each of Tax Returns or information returnsIP, (b) reports or other obligations by Sellers to Governmental Authorities, (c) with respect to the administration Spinco Business, Spinco and UWWH shall, throughout the period prior to the earlier of the Excluded Assets Effective Time or Excluded Liabilitiesthe termination of this Agreement, afford to each other and each other’s respective Representatives, reasonable access to its Representatives and, during normal business hours, in a manner that does not unreasonably interfere with business and operations, to its and its Subsidiaries’ and the Spinco Subsidiaries’ officers, properties, Contracts, commitments, books, records (dincluding Returns) with respect and any report, schedule or other document filed or received by it pursuant to the administration requirements of the Bankruptcy Casesfederal or state securities Laws, (e) pursuing, prosecuting or commencing litigation on account of or relating and shall use their respective reasonable best efforts to Excluded Assetscause its respective representatives to furnish promptly to the other such additional financial and operating data and other information, including avoidance actionsenvironmental information, (f) objecting as to proofs of claims its and its Subsidiaries’ and the Spinco Subsidiaries’ respective businesses and properties as the other or administrative expense claimsits duly authorized representatives, (g) preparing as the Final Settlement Statement case may be, may reasonably request, and any instruct its employees, legal counsel, financial advisors, auditors and other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determinationauthorized representatives to reasonably cooperate with the other in such other Party’s investigation; provided, however, that the foregoing shall not permit any Party to conduct any invasive or destructive environmental sampling, testing or analysis (including without limitation any of the nature commonly referred to as a Phase II environmental assessment) on the other Party’s property. (b) For the purposes of this Section 8.10, all such communications, including requests for information or access, pursuant to this Section 8.10, shall only be held made by and among representatives of each of IP, Spinco and UWWH, each of whom shall initially be designated in confidence writing by Sellerseach of IP, their Affiliates Spinco and UWWH, respectively, and may be replaced with a substitute representative by IP, Spinco or UWWH from time to time upon reasonable written notice to the other Parties. (c) Notwithstanding the foregoing, none of IP, with respect to the Spinco Business, Spinco, UWWH or their respective Representatives and may not be disclosed to any other Person without the written consent of Buyer, except to the extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable, shall be required to provide any information to the extent that such information or to the extent that such access would jeopardize the attorney-client privilege or contravene any applicable Law or confidentiality obligation; provided that the Parties shall have used reasonable best efforts to make such disclosure or in a form or manner that would not jeopardize such privilege or violate such Law or confidentiality obligation (including by redacting or otherwise not disclosing any portion thereof the disclosure of which would jeopardize such privilege or entering into a joint defense agreement). Each of UWWH, Spinco and IP will hold, and will cause their respective Subsidiaries to hold, and will direct its and their Representatives to hold, any and all information received from any of the Parties, directly or indirectly, in confidence in accordance with the Confidentiality Agreement and Section 8.17. (d) may dispose Notwithstanding any other provision of such recordsthis Section 8.10 or the other provisions of this Agreement, IP shall not be required to provide a copy of (or access to) any (i) information with respect to any business conducted by IP, other than the Spinco Business, or (ii) IP Income Tax Return or IP Non-Income Tax Return (other than as required pursuant to the Tax Matters Agreement).

Access. Buyer agrees that, following From the date hereof and prior to the Closing, Seller and subject Parent shall provide Buyer with such information as Buyer may from time to Applicable Law time reasonably request with respect to the Tissue Business and except as may be necessary to protect any applicable legal privilegethe transactions contemplated by this Agreement, it shall (and shall cause provide Buyer and its Subsidiaries to) give to Sellers accountants, counsel, consultants and their Representatives other representatives reasonable access during normal regular business hours and upon reasonable notice to the officespersonnel, properties, books and records of the Tissue Business as Buyer may from time to time reasonably request; provided that Seller and Parent shall not be obligated to provide Buyer with any information not material to the Tissue Business relating to trade secrets or which would violate any law, rule or regulation or term of any Commitment, or if the Assets provision thereof would adversely affect the ability of Seller or Parent or any operations relating thereto for any and all periods prior of their respective affiliates to and including the Closing Date as Sellers and their Representatives may reasonably request and to make copies of the same in connection with (a) the preparation of Tax Returns or information returnsassert attorney-client, (b) reports attorney work product 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, similar privilege. Seller acknowledges that all such information Buyer shall be held in confidence by Sellers, their Affiliates entitled to cause an information memorandum to be prepared and their respective Representatives and may not be disclosed to any other Person without the written consent of Buyer, except to the extent reasonably required used in connection with the foregoing clauses consummation of Buyer's financing of the transactions contemplated hereby pursuant to the Financing Letters and agrees to use commercially reasonable best efforts to furnish Buyer with access to, and to cause the cooperation of, all personnel necessary for Buyer to consummate such financing, provided that (a)-(hi) or Buyer shall provide Parent with drafts of any such information memorandum reasonably in advance of any proposed distribution thereof and (ii) prior to the time at which Buyer and Newco print and distribute the information memorandum in preparation for the "road show," Buyer shall take reasonable and customary steps (which shall be approved in advance by Parent and Seller) to ensure that any recipient of any such information memorandum shall treat the information contained therein related to the Tissue Business as otherwise expressly contemplated by this confidential in accordance with Buyer's obligations under the Confidentiality Agreement. Buyer In addition, Parent and Seller shall request their accountants, at Buyer's request, to consent to the inclusion of their report or reports in, and to issue a comfort letter on customary terms in connection with, any information memoranda or filings required by such financing. Seller and Parent expressly disclaim (and shall cause its Subsidiaries toBuyer hereby acknowledges and agrees to such disclaimer) preserve all such books and records any responsibility for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary completeness or accuracy or sufficiency for Buyer's purposes of the Closing Date to request information contained in writing that Sellers take any such records andinformation memorandum (it being understood that no cooperation provided by Seller or Parent pursuant to this Section 4.03 shall diminish, if Sellers do not agree to take such records within ninety (90) Business Days after receipt change or enlarge the representations and warranties of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsParent and Seller expressly set forth herein).

Access. Buyer agrees that, following the ClosingReliant Energy will, and subject to Applicable Law and except as may be necessary to protect any applicable legal privilege, it shall (and shall will cause each of its Significant Subsidiaries to) give , at any reasonable time and from time to Sellers time, permit up to six representatives of the Banks designated by the Majority Banks, or representatives of the Agent, on not less than five Business Days' notice, to examine and their Representatives reasonable access during normal business hours to the offices, 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 and abstracts from the same records and books of account of, and visit the properties of, Reliant Energy and each of its Significant Subsidiaries, and to discuss the general business affairs of Reliant Energy and each of its Significant Subsidiaries with their respective officers and independent certified public accountants (provided Reliant Energy shall be given the opportunity to have a representative present during such discussions); subject, however, in connection with (a) the preparation of Tax Returns or information returns, (b) reports or other obligations by Sellers to Governmental Authorities, (c) with respect all cases to the administration imposition of the Excluded Assets or Excluded Liabilities, (d) with respect to the administration such conditions as Reliant Energy and each of the Bankruptcy Cases, (e) pursuing, prosecuting or commencing litigation its Significant Subsidiaries shall deem necessary based on account reasonable considerations 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 safety and any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determinationsecurity; providedprovided further, however, that all such information neither Reliant Energy nor any of its Subsidiaries shall be held in confidence by Sellers, their Affiliates and their respective Representatives and may not be disclosed required to any other Person without the written consent of Buyer, except disclose to the extent reasonably required Agent, any Bank or any agents or representatives thereof any information which is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third parties. Notwithstanding the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period foregoing, none of three (3) years after the Closing; provided, however, that Buyer shall have conditions precedent to the exercise of the right of access described in the preceding sentence that relate to notice requirements or limitations on the Persons permitted to exercise such right shall apply at any time after when a Default or an Event of Default shall have occurred and be continuing. The expense of any exercise by the second (2ndAgent and the Banks of their rights under this Section 8.2(e) anniversary shall not be incurred by Borrower unless a Default has occurred and is continuing at the time of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsvisit.

Access. Buyer agrees that(a) From the date hereof until the Closing Date, following the Closing, and subject to Applicable Law and except as may be necessary to protect any applicable legal privilege, it shall Seller will (and shall cause its Subsidiaries toi) give to Sellers Buyer, its counsel, financial advisors, auditors and their Representatives other authorized representatives reasonable access during normal business hours to the offices, properties, books and records of Seller and its Subsidiaries relating to the Business, (ii) furnish to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Business as such Persons may reasonably request, (iii) instruct the employees, counsel and financial advisors of Seller to cooperate with Buyer in its 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 Purchased Assets from and after the Closing, provided that (A) such telecom and data lines shall not be physically connected to Seller’s systems until at or after the Closing and (B) if the Closing does not occur, Buyer shall (at its sole cost and expense, including any operations relating thereto for cost or expense of restoring the property to its prior state) promptly remove (and Seller shall permit Buyer to remove) such telecom and data lines from the Purchased Assets. Any investigation or other action by Buyer or its employees, advisors or representatives pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller and its Subsidiaries. Notwithstanding the foregoing, Buyer may not under any and all periods prior circumstances conduct or cause to and 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. Buyer bears the risk of injury to any of its employees, advisors or representatives who are provided access to the offices or properties of Seller or its Subsidiaries hereunder, and shall indemnify, defend and hold Seller and its Affiliates harmless for all Damages resulting from Buyer’s or its employees’, advisors’ or representatives’ access to the offices or properties of Seller or its Subsidiaries provided hereunder. (b) On and after the Closing Date as Sellers Date, Seller and its Subsidiaries will afford promptly to Buyer and its agents reasonable access to their Representatives may reasonably request respective books of account, financial and other records, information, employees and auditors to make copies of the same extent necessary or useful for Buyer in connection with (a) any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the preparation Business; provided that any such access by Buyer shall not unreasonably interfere with the conduct of Tax Returns the business of Seller or information returns, (b) reports or other obligations by Sellers to Governmental Authorities, any of its Subsidiaries. (c) Notwithstanding anything in this Section 5.02 to the contrary, but subject to Section 2.02(o), Buyer shall not have access to (i) personnel records of Seller relating to individual performance or evaluation records or medical histories, (ii) materials entitled to legal privilege (or which could jeopardize the attorney-client privilege of Seller or its Subsidiaries), (iii) materials with respect to which Seller or its Subsidiaries owe an obligation of confidentiality to a third party or (iv) other information which in Seller’s good faith opinion is sensitive or could reasonably be expected to subject Seller or any of its Subsidiaries to the administration risk of liability. The parties shall endeavor in good faith to make appropriate substitute disclosure arrangements, if practicable, in a manner that does not give rise to any of the Excluded Assets or Excluded Liabilities, (d) with respect circumstances referred to in 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information shall be 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 extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordspreceding sentence.

Access. Buyer agrees that, following (a) Between the date of this Agreement and the Closing, and subject to Applicable Law and except as may be necessary to protect any applicable legal privilege, it the Sellers shall (i) afford Purchaser and shall cause its Subsidiaries to) give to Sellers and their Representatives authorized representatives, at reasonably agreeable times, reasonable access during normal business hours to all offices and other facilities of the offices, Targeted Businesses and to all books and records relating to the Assets or any operations relating thereto for any and all periods prior Targeted Businesses, (ii) permit Purchaser, at reasonably agreeable times, to and including the Closing Date as Sellers and their Representatives may reasonably request make such inspections and to make copies of the 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information shall be 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 extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for as it may reasonably require and (iii) furnish Purchaser with such financial and operating data and other information concerning the Targeted Businesses as Purchaser may from time to time reasonably request. Purchaser and its authorized representatives shall conduct all such inspections in a period of three (3) years after manner that will limit disruptions to the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary business and operations of the Closing Date to request in writing that Sellers take Targeted Businesses. (b) Purchaser and its authorized representatives (including its designated engineers or consultants) may at reasonably agreeable times enter into and upon all or any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt portion of the request, Buyer Targeted Businesses' or any Target Subsidiary's properties (or its Subsidiariesincluding all the Leased Real Property) in order to investigate and assess, as applicable) may dispose Purchaser deems necessary or appropriate in its sole and absolute discretion, the environmental condition of such recordsproperties or the business conducted thereat. Such investigation may include, but need not be limited to, the performance of soil and surface or ground water sampling, monitoring, borings or testing and any other tests, investigations, audits, assessments, studies, inspections or other procedures relating to environmental conditions or Materials of Environmental Concern. The Sellers shall, and shall cause the Targeted Businesses and the Target Subsidiaries to, cooperate with Purchaser and its authorized representatives in conducting such investigation, shall allow Purchaser and its authorized representatives full access at such agreed upon times to their properties and businesses, together with full permission to conduct such investigation, and shall provide to Purchaser and its authorized representatives all plans, soil or surface or ground water tests or reports, any environmental investigation results, reports or assessments previously or contemporaneously conducted or prepared by or on behalf of, or in the possession of or reasonably available to the Sellers or any Target Subsidiary or any of their engineers, consultants or agents and all other relevant information relating to environmental matters in respect of the Targeted Businesses.

Access. Commencing upon the execution of this Agreement by Buyer agrees thatand Seller, following the ClosingSeller shall allow (or cause to be allowed) Buyer or Buyer’s agents, and subject to Applicable Law and except as may be necessary to protect any applicable legal privilegeemployees, it shall (and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable contractors, lenders or representatives access during normal business hours to the officesProperty for purposes of any non-intrusive physical or environmental test, study or inspection of the Property and, to the extent copies are not provided to Buyer by Seller pursuant to Section 6.1, review and copying of Seller’s books and records relating to the Assets or Membership Interests and the Property and 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 same documents described in connection with Section 6.1 above. Buyer shall also be permitted to review such other matters necessary in the discretion of Buyer to evaluate and analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof (a) provided, however that Buyer's 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 preparation of Tax Returns or information returns, (b) reports or other obligations by Sellers to Governmental Authorities, (c) with respect Property without first obtaining Seller’s consent as to the administration timing and scope of the Excluded Assets or Excluded Liabilitieswork to be performed, (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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information which consent shall be held in confidence by Sellers, their Affiliates and their respective Representatives and may not be disclosed unreasonably withheld, conditioned or delayed. Prior to any other Person without entry onto the written consent Property for purposes of inspection or testing (as opposed to solely for review of materials provided under Section 6.1 above), Buyer shall provide Seller with evidence that Buyer maintains liability insurance with coverage in an amount not less than $2,000,000 and that each of Seller and Property Owner has been named as an additional insured under such insurance. Seller hereby acknowledges and agrees that Buyer or Buyer, except to ’s representatives may communicate with any governmental authority or quasi-governmental authority for the extent reasonably required purpose of gathering information in connection with the foregoing clauses (a)-(h) Membership Interests, the Property or as otherwise expressly the Seller, or the transaction contemplated by this Agreement. Buyer agrees that, until Closing occurs, all of Seller’s Deliveries will be kept confidential by Buyer and its affiliates except for Permitted Disclosures (as hereinafter defined); provided that Buyer and its affiliates may disclose information from Seller’s Deliveries to their respective employees, agents, representatives, accountants, attorneys, consultants or contractors in connection with its evaluation of the Property and Membership Interest and to any bank or lending institution (or underwriter or servicer therefor) that Buyer requests to provide financing for the Property or the Membership Interests, so long as Buyer informs the person to whom the disclosure is made of the confidential nature of such information and of Buyer's obligations in that respect under this Agreement and directs the person to whom the disclosure is made to treat such information confidentially and not to disclose such information to any person other than as authorized by this Section 6.2. Seller hereby expressly recognizes the need to disclose, and agrees to the disclosure of, certain aspects of this transaction to Buyer's (or Buyer's affiliate's) employees, agents, representatives, accountants, attorneys, consultants or contractors in connection with its evaluation of the Property and Membership Interest and to any bank or other lending institution (or underwriter or servicer therefor) that Buyer requests to provide financing for the Property or the Membership Interests. Buyer is not responsible for the actions of third parties as to the disclosure of confidential information, except with respect to its obligation in this paragraph to inform such persons of the confidentiality of such information. Except as provided in the preceding sentences of this paragraph, the existence and contents of this Agreement and the negotiations of parties with respect to the possible sale and purchase of the Membership Interests shall (be kept confidential and shall cause its Subsidiaries tonot be disclosed to any third parties without the consent of both parties hereto, except for any disclosure (i) preserve all such books that may be required by law to be made to any applicable governmental or quasi-governmental authorities or any other person or entity, or (ii) of information otherwise in the public domain (the "Permitted Disclosures"). From and records for after Closing, either party may issue a period press release describing the transaction, provided that neither of three (3) years after Seller or Buyer may include the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary identity of the Closing Date to request other party in such press release unless such press release is approved in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of in advance by the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsother party.

Access. Buyer agrees that, following the Closing, and subject Eldorado shall make available to Applicable Law and except as CSBI all information regarding Eldorado that CSBI reasonably may be necessary to protect any applicable legal privilege, it shall (request and shall cause its Subsidiaries to) give authorize all reasonable visits to Sellers Eldorado's premises with such staff, consultants and their Representatives reasonable access during normal business hours experts as CSBI reasonably may request. CSBI agrees to the offices, books and records relating to the Assets coordinate closely all such activities with Eldorado's President 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 Chief Financial Officer and to make copies 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 same in connection with (a) the preparation of Tax Returns or information returns, (b) reports or other obligations by Sellers made available to Governmental Authorities, (c) with respect one another pursuant 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 this Section 5.3 and any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information shall be 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 extent reasonably required otherwise in connection with the foregoing clauses Merger may be confidential, proprietary or otherwise nonpublic, and each Party agrees, for itself and for each of Representatives, that it (a)-(hi) shall hold in confidence all confidential information received by it from or with regard to the other Party ("Confidential Information") subject to the terms of this Section 5.3, (ii) shall disclose such Confidential Information only to those of its Representatives and, in the case of CSBI, its current or prospective investors and other sources of capital, in each case having a need to know the same for purposes of evaluating, negotiating or implementing the financing of the Merger, and (iii) shall inform each Representative or current or prospective investor to whom Confidential Information is disclosed that such information is confidential and shall obtain from such Representative or investor a confidentiality agreement in substantially the form previously provided by CSBI to Eldorado. Each Party shall remain responsible for any 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 Representatives (including all compilations, analyses or other documents prepared by it that contain Confidential Information) or shall certify that the same has been destroyed. As used herein, Confidential Information shall not include (i) information that is or becomes generally available to the public other than as otherwise expressly contemplated by a result of a breach of this Agreement. Buyer shall , (ii) information that the receiving Party demonstrates was known to it on a non-confidential basis prior to receiving such information from the other Party, (iii) information that the receiving Party develops independently without relying on Confidential Information, and shall cause its Subsidiaries to(iv) preserve all 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 any prohibition against disclosing such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsinformation.

Access. Buyer agrees that, following the ClosingThe Sellers will, and subject the Sellers will cause the Company Entities to, afford to Applicable Law the Buyer and except as may be necessary to protect any applicable legal privilegeits representatives reasonable access, it shall (and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable access during normal business hours upon reasonable notice throughout the period prior to the officesClosing, books to the Company Entities’ respective facilities, books, financial information (including working papers and data in the possession of the Companies’ independent public accountants), Contracts and records relating to of the Assets or any operations relating thereto for any Company Entities and, during such period, will furnish such information concerning the businesses, properties and all periods prior to and including personnel of the Closing Date Company Entities as Sellers and their Representatives the Buyer may reasonably request and to make copies of the 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determinationrequest; provided, however, that (i) such investigation will not unreasonably disrupt the Company Entities’ operations; (ii) the Company Entities will not be required to disclose any information that all would jeopardize attorney-client privilege, contravene any applicable Law or violate any agreement binding on any Company Entity as of the date of this Agreement and (iii) neither Buyer nor its agents will conduct sampling of the air, soil, surface water or groundwater at any of the Company Entities’ properties without Sellers’ prior written consent. Prior to the Closing, if the Buyer requests a meeting with a Material Customer, then the Sellers shall in good faith consider such information shall be held in confidence by request and, upon mutual agreement of the Buyer and the Sellers, their Affiliates the Sellers will, and their respective Representatives will cause the Company Entities to, provide the Buyer with access to, and may not assist, as requested, in facilitating any such meeting, provided that the Owners will be disclosed permitted to attend any other Person without such meeting. All nonpublic information provided to, or obtained by, the written consent of Buyer, except to the extent reasonably required Buyer in connection with the foregoing clauses transactions contemplated hereby will be considered “Evaluation Material” for purposes of the Confidentiality Agreement dated June 20, 2016, between the Buyer and the Companies (a)-(h) or as otherwise expressly contemplated by this the “Confidentiality Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period ”), the terms of three (3) years after which will continue in force until the Closing; provided, however, that the Buyer shall have and the right at any time after Companies and the second (2nd) anniversary of the Closing Date to request Sellers may disclose such information as may be necessary in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, connection with seeking necessary consents and approvals as applicable) may dispose of such recordscontemplated hereby.

Access. Buyer agrees that, following (a) Prior to the Closing, and subject to Applicable Law Law, Seller will grant to Buyer or cause to be granted to Buyer and except its Representatives (collectively who are subject to the same obligations of secrecy and non-use as may be necessary to protect any applicable legal privilegeBuyer under the Confidentiality Agreement) reasonable access, it shall (and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable access during normal business hours (except as provided below) and upon reasonable notice, to the officespersonnel, properties, books and records of Seller and its Affiliates to the extent relating to the Assets Business, Included Assets, Included Liabilities or Products, including access to the Transferred Facilities, the facilities subject to a Transferred Lease and Shared Facilities; provided, in each case that such access will be made in a manner that does not unreasonably interfere with the normal operations of Seller, its Affiliates or the Business, and will not include any right by Buyer or its Representatives to conduct any Phase II environmental site assessment 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 same in connection with (a) the preparation of Tax Returns other environmental sampling 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determinationtesting; providedprovided further, however, that all any such information access to any Shared Facility shall be held in confidence (i) outside of normal business hours and (ii) shall be supervised and escorted by SellersRepresentatives of Seller and its Affiliates. Notwithstanding the foregoing, their Affiliates and their respective Representatives and may Seller will not be disclosed required to disclose any other Person without the written consent of Buyer, except information or provide access to Buyer solely to the extent such disclosure or access would, in Seller’s reasonable discretion, (A) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, including without limitation access to Formulations, Specifications and Processing Instructions, or (B) result in a waiver of any attorney-client privilege or other legal privilege. (b) Seller shall furnish to Buyer and its Representatives all financial, operating and other data and information relating to the Business as Buyer or its Affiliates, through their respective Representatives, may reasonably required in connection request, including unaudited monthly management reports prepared on a basis consistent with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary past practice of the Business as such reports become available for each month falling within the period from the date of this Agreement to the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsDate.

Access. Buyer agrees that, following Prior to the Closing, the Seller shall afford to the Buyer, its Representatives (including, but not limited to any potential financing source), inspectors, appraisers and subject to Applicable Law and except as may be necessary to protect any applicable legal privilege, it shall (and shall cause its Subsidiaries to) give to Sellers and their Representatives 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) to their respective properties (including any Acquired Properties and any other assets or liabilities to be acquired or assumed by the Buyer pursuant to this Agreement), and all other information the Buyer may reasonably request (including reasonable access to the offices, books and records relating to employees of the Assets Seller or any operations relating thereto Affiliate thereof), 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 any purposes of conducting environmental assessments, in each case, as the Buyer and all periods prior to and including the Closing Date as Sellers and their its Representatives may reasonably request and to make copies of request. Notwithstanding the same in connection with (a) foregoing, except as otherwise set forth herein, the preparation of Tax Returns or information returns, (b) reports or other obligations by Sellers to Governmental Authorities, (c) Buyer hereby agrees that with respect to any such investigation, inspection, interview or solicitation of information, the administration Buyer shall comply with the terms, conditions and obligations of the Excluded Assets or Excluded LiabilitiesBuyer 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 (dthe “Access and Due Diligence Agreement”) 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all same extent as if such information shall be held sections were set forth in confidence by Sellers, their Affiliates and their respective Representatives entireties in this Agreement, and may not be disclosed to any other Person without notwithstanding that such Access and Due Diligence Agreement will automatically terminate upon the written consent execution of Buyer, except to the extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer The Buyer’s indemnity and insurance obligations under this Section 6.2 shall (and survive the Closing or termination of this Agreement for 6 months; the Buyer’s confidentiality obligations under this Section 6.2 shall cause its Subsidiaries to) preserve all such books and records survive the termination of this Agreement for a period of three one (31) years after 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 Closing; providedmovement, howeverdisassembly or other intrusion of or with respect to, any Acquired Property, shall be performed without the prior written consent of the Seller. It is acknowledged and agreed that Buyer such access rights shall have include the right at any time after to interview the second (2nd) anniversary tenants or subtenants under the Space Leases upon the prior written consent of the Closing Date Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Upon such consent, the Seller shall arrange Buyer’s requested meeting with tenants at mutually agreeable times and the Seller’ Representatives shall be entitled to request in writing that Sellers take attend any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsmeetings.

Access. Buyer agrees thata. When appropriate, following the Closing, and subject to Applicable Law and except as may be necessary to protect any applicable legal privilege, it MOTRICITY shall (and shall cause its Subsidiaries to) give to Sellers and their Representatives have reasonable access to CINGULAR’s premises during normal business hours and at such other times as may be agreed upon by the parties in order to the offices, books and records relating enable MOTRICITY 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 same in connection with (a) the preparation of Tax Returns or information returns, (b) reports or other perform its 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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information shall be 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 extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by under this Agreement. Buyer MOTRICITY shall (coordinate such access with CINGULAR’s designated representative prior to visiting such premises. MOTRICITY insures CINGULAR that only persons employed by MOTRICITY or subcontracted by MOTRICITY will be allowed to enter CINGULAR’s premises. If CINGULAR requests MOTRICITY or its subcontractor to discontinue furnishing any person provided by MOTRICITY or its subcontractor from performing work on CINGULAR’s premises, MOTRICITY shall immediately comply with such request. Such person shall leave CINGULAR’s premises promptly and MOTRICITY shall cause not furnish such person again to perform work on CINGULAR’s premises without CINGULAR’s written consent. The parties agree that, where required by governmental regulations, it will submit satisfactory clearance from the U.S. Department of Defense and/or other federal, state, or local authorities. b. CINGULAR may require MOTRICITY or its Subsidiaries to) preserve all representatives, including employees and subcontractors, to exhibit identification credentials or sign a Nondisclosure Agreement which CINGULAR may issue in order to gain access to CINGULAR’s premises for the performance of Services. If, for any reason, any MOTRICITY representative is no longer performing such books and records for a period of three (3) years after Services, MOTRICITY shall immediately inform CINGULAR. Notification shall be followed by the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary prompt delivery to CINGULAR of the Closing Date to request in writing that Sellers take any such records andidentification credentials, if Sellers issued by CINGULAR, or a written statement of the reasons why said identification credentials cannot be returned. c. MOTRICITY shall insure that its representatives, including employees and subcontractors will, while on or off CINGULAR’s premises, perform Services which (i) conform to the Specifications, (ii) protect CINGULAR’s Material, buildings, and structures, (iii) do not agree to take interfere with CINGULAR’s business operations, and (iv) perform such records within ninety (90) Business Days after receipt Services with care and due regard for the safety, convenience, and protection of CINGULAR, its employees, and property and in full conformance with the requestpolicies specified in the CINGULAR Code of Conduct, Buyer (which prohibits the possession of a weapon or its Subsidiaries, an implement which can be used as applicable) may dispose of such recordsa weapon. d. MOTRICITY shall be responsible for insuring that all persons furnished by MOTRICITY work harmoniously with all others when on CINGULAR’s premises.

Access. Subject to applicable Law, during the Interim Period, Sellers (a) shall give 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 (and shall cause its Subsidiaries to) give to Sellers and their 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 extent relating to the Assets or any operations relating thereto for any and all periods prior to and including the Closing Date Business, as Sellers and their Representatives may Buyer reasonably request and to make copies of the same deems necessary in connection with (a) effectuating the preparation of Tax Returns or information returnstransactions contemplated by this Agreement, (b) reports or shall furnish to Buyer and its Representatives such financial, operating and property data to the extent relating to the Business and other obligations by Sellers to Governmental Authorities, information as Buyer and its Representatives reasonably request and (c) shall cooperate reasonably with respect to the administration Buyer in its investigation of the Excluded Assets Business. It is acknowledged and understood that no investigation by Buyer or Excluded Liabilitiesother information received by Buyer shall operate as a waiver or otherwise affect any representation, (d) with respect to the administration warranty or other agreement given or made by Sellers hereunder. Buyer agrees that any on-site inspections of the Bankruptcy Cases, (e) pursuing, prosecuting or commencing litigation on account any of or relating to Excluded Acquired Assets, including avoidance actionsof the Owned Real Property and Leased Real Property that will be leased by Buyer pursuant to the Facility Leases, (f) objecting shall be conducted in the presence of Sellers or their Representatives. All inspections shall be conducted so as not to proofs of claims or administrative expense claims, (g) preparing interfere unreasonably with the Final Settlement Statement and any other matters contemplated by Section 2.06 and (h) any final determination use of any audit of the Owned Real Property or examination, Proceeding or determination; provided, however, that all such information shall be held in confidence Leased Real Property by Sellers. Notwithstanding the foregoing, their Affiliates and their respective Representatives and may Buyer shall not be disclosed to (i) have, by virtue of this Section 6.2, any other Person without the written consent of Buyer, except additional access or investigation right to the extent reasonably required in connection with it relates to the foregoing clauses negotiation of this Agreement or the Transactions or (a)-(hii) 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 otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries toa Phase II environmental assessment) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary property of the Closing Date to request in writing that Sellers take Sellers, including any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsLeased Real Property.

Access. Buyer agrees that(a) Between the Execution Date and the Closing Date, following the ClosingSeller shall, and subject shall cause the Acquired Company and the Acquired Subsidiaries to, give Purchaser and its Representatives, upon reasonable advance notice to Applicable Law Seller or its Representatives, reasonable access to the Business and except reasonable access to and the right to copy, at Purchaser’s sole cost, risk and expense, the Books and Records (or originals thereof), 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 may be necessary determined by Seller in its reasonable discretion; provided that Seller shall use Commercially Reasonable Efforts to protect any applicable legal privilegecause such Third Party to agree to permit Seller to provide such access to Purchaser and its Representatives. Purchaser shall, it shall (and shall cause its Subsidiaries Representatives to) give to Sellers , abide by Seller’s and their Representatives reasonable access during normal business hours to the officesAcquired Company’s safety rules, books regulations, 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 operating policies while conducting its due diligence evaluation of the same in connection with (a) Acquired Company, the preparation of Tax Returns or information returns, (b) reports or other obligations Acquired Subsidiaries and the Business. Any conclusions made from any examination done 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 Purchaser shall result from Purchaser’s own independent review and any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determinationjudgment; provided, however, that all such information neither Purchaser nor its Representatives shall be held in confidence by Sellersconduct any environmental site assessment, their Affiliates and their respective Representatives and may not be disclosed compliance evaluation or investigation with respect to any other Person Seller, the Acquired Company, the Acquired Subsidiaries or the Business without the prior written consent of BuyerSeller and without reasonable ongoing consultation with Seller with respect to any such activity (it being understood and agreed that in no event shall any subsurface investigation or testing of any environmental media be conducted (i) on the Owned Real Property without Seller’s prior consent, except which shall not be unreasonably conditioned, withheld or delayed and (ii) on any other properties of the Company Group or related to the extent Business other than the Owned Real Property). (b) The access granted to Purchaser under this Section 6.1 shall be limited to the Acquired Company’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that minimizes interference with the operation of the Acquired Company, the Acquired Subsidiaries and the Business. Purchaser shall coordinate its access rights with the Acquired Company to reasonably required minimize any inconvenience to or interruption of the conduct of the Business. Purchaser also agrees that neither Purchaser nor its Representatives shall contact any of the employees, customers, suppliers or parties that have business relationships with Seller, the Acquired Company or any Acquired Subsidiary, nor any Governmental Body or representatives thereof, in connection with the foregoing clauses transactions contemplated hereby, whether in person or by telephone, email or other means of communication, without prior written consent of Seller, which shall not be unreasonably conditioned, withheld or delayed. (a)-(hc) or as otherwise expressly contemplated Purchaser acknowledges that, pursuant to its right of access, Purchaser will become privy to confidential and other information of Seller, the Acquired Company and the Acquired Subsidiaries and that such confidential information (which includes Purchaser’s conclusions with respect to its evaluations) shall be held confidential by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after Purchaser in accordance with the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary terms of the Closing Date Confidentiality Agreement and any applicable privacy Laws regarding personal information. (d) In connection with the rights of access, examination and inspection granted to request in writing that Sellers take any such records andPurchaser under this Section 6.1, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the requestPURCHASER HEREBY AGREES TO INDEMNIFY, Buyer (or its SubsidiariesDEFEND AND HOLD HARMLESS THE ACQUIRED COMPANY AND THE SELLER GROUP FROM AND AGAINST ANY AND ALL DAMAGES ATTRIBUTABLE TO PERSONAL INJURY, as applicable) may dispose of such recordsDEATH OR PHYSICAL PROPERTY DAMAGE, OR VIOLATION OF THE ACQUIRED COMPANY’S RULES, REGULATIONS, OR OPERATING POLICIES, ARISING OUT OF, RESULTING FROM OR RELATING TO ANY FIELD VISIT OR OTHER DUE DILIGENCE ACTIVITY CONDUCTED BY PURCHASER WITH RESPECT TO THE BUSINESS.

Access. (a) During the Examination Period, Seller will provide 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 (and shall cause its Subsidiaries to) give to Sellers and their Representatives representatives reasonable access to the Properties and access to the Financial Records, in each case during Seller’s normal business hours, for the purpose of conducting an investigation of the Assets, but only to the extent that Seller may do so without (i) violating applicable Laws or breaching any Contracts, (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 and to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. In the event that access to the Properties or Financial Records is restricted for any reason, Seller shall advise Buyer in writing of such restriction. Such access by Buyer shall be limited to Seller’s normal business hours and B▇▇▇▇’s investigation shall be conducted in a manner that minimizes interference with the operation of the Assets. All information obtained by Buyer and its representatives under this Section shall be subject to the officespreviously executed Confidentiality Agreement and in Section 7.02 of this Agreement. Seller shall have the right to have representatives present at all times during such review. (b) Buyer hereby agrees to defend, books indemnify, release and records relating to hold harmless the Seller Indemnitees and all co-owners of the Assets or any operations relating thereto for from and against 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 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 Liabilities arising out of or relating to Excluded Assets, including avoidance actions, (f) objecting the access to proofs of claims Seller’s or administrative expense claims, (g) preparing its Affiliates’ offices or the Final Settlement Statement and any other matters contemplated Assets by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information shall be held in confidence by Sellers, their Buyer and/or its Affiliates and their respective Representatives officers, employees, agents, advisors and may not be disclosed to representatives in connection with this Agreement or any other Person without the written consent due diligence activity conducted by Buyer or its Affiliates or any of Buyertheir respective officers, except to the extent reasonably required employees, agents, advisors or representatives in connection with the foregoing clauses (a)-(h) or as otherwise expressly transactions contemplated by this Agreement. Buyer shall THE DEFENSE, RELEASE, INDEMNIFICATION AND HOLD HARMLESS OBLIGATIONS SET FORTH IN THIS SECTION 7.01 SHALL ENTITLE THE INDEMNITEE TO SUCH DEFENSE, RELEASE, INDEMNIFICATION AND HOLD HARMLESS HEREUNDER IN ACCORDANCE WITH THE TERMS HEREOF, REGARDLESS OF WHETHER THE CLAIM GIVING RISE TO SUCH OBLIGATION IS THE RESULT OF: (and shall cause its Subsidiaries toA) preserve all such books and records for a period of three STRICT LIABILITY, (3B) years after the Closing; providedTHE VIOLATION OF ANY LAW BY SUCH INDEMNITEE, howeverOR (C) THE SOLE, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records andCONCURRENT OR COMPARATIVE NEGLIGENCE OF SUCH INDEMNITEE, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose of such recordsBUT SPECIFICALLY EXLUDING THE GROSS NEGLIGENCE AND WILLFUL MISCONDUCT OF SELLER INDEMNITEES AND CO-OWNERS OF THE ASSETS AND ANY PRE-EXISTING CONDITIONS.

Access. Buyer agrees thatFrom the date of this Agreement through the Closing Date, following the Closing, and subject to Applicable Law and except as may be necessary to protect any applicable legal privilege, it shall (and shall cause its Subsidiaries to) give to Sellers and their Representatives Company shall allow Purchaser’s representatives, attorneys and accountants reasonable access during normal business hours upon reasonable notice to the officesrecords and files, books audits 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 Assets or any operations relating thereto for any business and all periods prior to and including affairs of the Closing Date as Company Representors. From the date hereof, the Sellers and their Representatives may reasonably request Company will use commercially reasonable efforts to cause accountants of Company Representors to cooperate with Purchaser and its accountants in making available all financial information concerning the Company Representors as is requested, and Purchaser and its accountants shall have the right to make copies examine all working papers pertaining to examinations of the same in connection with (a) the Company Representors, or preparation of Tax Returns or information returnsits reports, (b) reports or other obligations by Sellers to Governmental Authoritiesits accountants, (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 any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, that all such information in no event shall be held in confidence by Sellers, their Affiliates and their respective Representatives and may not be disclosed Purchaser have access to any other Person without information that (i) based on advice of Sellers’ counsel, would create any potential Liability under applicable Laws or (ii) in the written consent reasonable judgment of Buyerthe Seller, except would (A) result in the disclosure of any trade secrets of third parties or (B) violate any obligation of Company Representors or Seller Representors with respect to the extent reasonably required confidentiality; provided, further, that in connection with (ii) above, if such information in question is set forth in a Material Contract, the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer Company Representor shall (and shall cause its Subsidiaries to) preserve all such books and records for provide Purchaser with a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary summary of the Closing Date material terms of such Material Contract, together with such additional information reasonably requested by Parent to request satisfy its due diligence investigations, but in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt recognition of the request, Buyer (or its Subsidiaries, as applicable) may dispose confidential nature of such recordsagreement. All requests for information made pursuant to this Section 8.2 shall be directed to Xueshi Yang or such Person or Persons as may be designated by the Sellers’ Representative. All information received pursuant to this Section 8.2 shall be governed by Section 15.17 and the Non-Disclosure Agreement.

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 (and shall cause its Subsidiaries to) give to Sellers and their Representatives reasonable access during normal business hours to the offices, 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 same in connection with (a) Subject to applicable Law and in accordance with the preparation Confidentiality Agreement, upon reasonable notice, each of Tax Returns or information returnsthe Seller Parties, (b) reports or other obligations by Sellers to Governmental Authorities, (c) with respect to the administration SMS Business only, shall, throughout the period prior to the earlier of the Excluded Assets Asset Closing or Excluded Liabilitiesthe termination of this Agreement, (d) with respect afford to the administration Purchaser Parties and their duly authorized Representatives reasonable access to its officers, employees, consultants and representatives and, during normal business hours, in a manner that does not unreasonably interfere with the SMS Business, to its and its Subsidiaries’ and the Company Subsidiaries’ officers, properties, Contracts, books, records (including Tax Returns filed and those in preparation, work papers and other materials relating to Taxes, but only to the extent relating to the SMS Business), any report, schedule or other document filed or received by it pursuant to the requirements of the Bankruptcy Casesfederal or state securities Laws, (e) pursuing, prosecuting or commencing litigation on account of or relating and shall use their respective reasonable efforts to Excluded Assetscause their respective Representatives to furnish promptly such additional financial and operating data and other information, including avoidance actionsenvironmental information, (f) objecting as to proofs of claims the SMS Business as the Purchaser Parties or administrative expense claimstheir duly authorized Representatives, (g) preparing as the Final Settlement Statement case may be, may reasonably request, and any other matters contemplated by Section 2.06 instruct its Representatives to cooperate with the Purchaser Parties and (h) any final determination of any audit or examination, Proceeding or determinationtheir duly authorized Representatives in their investigation; provided, however, that all such information the foregoing shall be held in confidence by Sellersnot permit the Purchaser Parties or their duly authorized Representatives to conduct any invasive or destructive environmental sampling, testing or analysis on the property of the Seller Parties or their Affiliates and Subsidiaries. (b) Notwithstanding the foregoing, neither the Seller Parties nor their respective Representatives and may not be disclosed to any other Person without the written consent of Buyer, except to the extent reasonably required in connection with the foregoing clauses (a)-(h) or as otherwise expressly contemplated by this Agreement. Buyer shall (and shall cause its Subsidiaries to) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose , shall be required to provide any information to the extent that any such Person has reasonably determined that it is legally obligated to keep such information confidential or otherwise not to provide such information or to the extent that such access would be reasonably likely to constitute a waiver of such recordsthe attorney-client privilege. Each of the Purchaser Parties will, and will cause its Subsidiaries to hold, and will direct its and their Representatives to hold, any and all information received from any of the Seller Parties, directly or indirectly, in confidence in accordance with the Confidentiality Agreement.

Access. Buyer agrees that(a) Subject to compliance with applicable Laws, following each of the ClosingCompany and Parent shall (and each shall cause its Subsidiaries to): (i) afford to the other party and to its officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives (collectively, “Representatives”) reasonable access, solely for purposes of furthering the Mergers and the other transactions contemplated hereby or integration planning relating thereto, during normal business hours, on reasonable advance notice of not less than two Business Days, throughout the period prior to the earlier of the First Effective Time and the Termination Date, to the other party’s and its Subsidiaries’ businesses, properties, personnel, agents, contracts, commitments, books and records, other than any such matters that relate to the negotiation and execution of this Agreement, including with respect to the consideration or valuation of the Mergers or any financial or strategic alternatives thereto, or any Company Alternative Proposal or Parent Alternative Proposal, as applicable, and subject (ii) promptly furnish the other party and its Representatives all other information concerning its business, properties and personnel as may reasonably be requested by the other party; provided, that the Company or Parent, as applicable, may provide such access by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law (including any COVID-19 Measures). (b) Subject to Applicable Law and except compliance with applicable Laws, throughout the period from the First Effective Time until the Control Date (or, as may be necessary to protect any applicable legal privilegein accordance with Section 5.20, it the completion of the Post-Closing Disposition), the Company shall (and shall cause its Subsidiaries to) give (i) afford to Sellers Parent and their its Representatives reasonable access access, for purposes of furthering the transactions contemplated hereby or integration planning relating thereto, during normal business hours hours, on reasonable advance notice of not less than two Business Days, to the officesCompany’s and its Subsidiaries’ businesses, properties, personnel, agents, contracts, commitments, books and records relating to records, and (ii) promptly furnish Parent and its Representatives (A) such financial and operating data and other information concerning the Assets Company and its Subsidiaries as may be reasonably requested and is necessary 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 same advisable in connection with (a) the preparation of Tax Returns any filings contemplated pursuant to Section 5.6 or information returnsany Post-Closing Disposition, (bB) all reports or other obligations information concerning the Company and its Subsidiaries provided to third parties pursuant to the terms of any outstanding indebtedness of the Company or any of its Subsidiaries and (C) all other information concerning the Company’s business, properties and personnel as may reasonably be requested by Sellers the other party; provided, that the Company may provide such access by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law (including any COVID-19 Measures); provided, further, that to Governmental Authoritiesthe extent access to any information of the Company or any of its Subsidiaries requires the entry of a protective order by the STB, the Company or its applicable Subsidiary shall be required to grant such access only if such order is obtained, subject to the terms of such order. (c) The foregoing provisions of this Section 5.3 notwithstanding, neither the Company nor Parent shall be required to afford such access or furnish such information if it would unreasonably disrupt the operations of such party or any of its Subsidiaries, would cause a violation of any agreement to which such party or any of its Subsidiaries is a party, would result in a loss of privilege or trade secret protection to such party or any of its Subsidiaries, would result in the disclosure of any information in connection with respect any litigation or similar dispute between the parties hereto, would constitute a violation of any applicable Law or result in the disclosure of any personal information that would expose the such party to the administration risk of liability. In the event that Parent or the Company objects to any request submitted pursuant to and in accordance with this Section 5.3 and withholds information on the basis of the Excluded Assets foregoing sentence, the Company or Excluded LiabilitiesParent, as applicable, shall inform the other party as to the general nature of what is being withheld and the Company and Parent shall use reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the foregoing impediments, including through the use of reasonable best efforts to (i) obtain the required consent or waiver of any third party required to provide such information and (ii) implement appropriate and mutually agreeable measures to permit the disclosure of such information in a manner to remove the basis for the objection, including by arrangement of appropriate clean room procedures (including as set forth in the Clean Team Agreement), if the parties determine that doing so would reasonably permit the disclosure of such information without violating applicable Law or jeopardizing such privilege. (d) with respect to the administration Each 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 Company and any other matters contemplated by Section 2.06 and (h) any final determination of any audit or examination, Proceeding or determination; provided, however, Parent hereby agrees that all such information shall be held in confidence by Sellers, their Affiliates and their respective provided to it or any of its Representatives and may not be disclosed to any other Person without the written consent of Buyer, except to the extent reasonably required in connection with this Agreement and the foregoing clauses (a)-(h) or consummation of the transactions contemplated hereby shall be deemed to be “Confidential Information”, as otherwise expressly contemplated by this Agreement. Buyer shall (such term is used in, and shall cause its Subsidiaries tobe treated in accordance with, the confidentiality agreement, dated as of December 9, 2020, between the Company and Parent (the “Confidentiality Agreement”) preserve all such books and records for a period of three (3) years after the Closing; provided, however, that Buyer shall have the right at any time after the second (2nd) anniversary of the Closing Date to request in writing that Sellers take any such records and, if Sellers do not agree to take such records within ninety (90) Business Days after receipt of the request, Buyer (or its Subsidiaries, as applicable) may dispose , the Clean Team Confidentiality Agreement, dated as of such recordsMarch 10, 2021, between the Company and Parent (the “Clean Team Agreement”).